Well-being 10-Q 6 Feb 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2019	Feb. 06, 2020
Document And Entity Information
Entity Registrant Name	Well-being Holdings, Inc.
Entity Central Index Key	0001793906
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Smaller Reporting Company	true
Entity Emerging Growth Company	true
Is Entity's Reporting Status Current?	Yes
Document Type	10-Q
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2020
Is Entity a Shell Company?	true
Document Fiscal Period Focus	Q1
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		20,000,000
Transition Period	false
Interactive Data Current?	Yes
Entity Domestication	DE
File Number	000-56118

Consolidated Balance Sheets (De

Consolidated Balance Sheets (December 31, 2019 Unaudited) - USD ($)	Dec. 31, 2019	Sep. 30, 2019
Current Assets
Cash and cash equivalents	$ 9
TOTAL CURRENT ASSETS	9
TOTAL ASSETS	9
Current liabilities:
Due to related party	28,157
TOTAL CURRENT LIABILITIES	28,157
TOTAL LIABILITIES	28,157
Stockholders' Deficit:
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of December 31, 2019 and September 30, 2019)
Common stock, $0.0001 par value; 500,000,000 shares authorized; 20,000,000 shares issued and outstanding as of December 31, 2019 and September 30, 2019	2,000	2,000
Additional paid-in capital	(1,997)	(2,000)
Accumulated deficit	(28,148)
Accumulated other comprehensive loss	(3)
Total stockholders' deficit	(28,148)
Total liabilities and stockholders' deficit	$ 9

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Sep. 30, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	20,000,000	20,000,000
Common stock, shares outstanding	20,000,000	20,000,000

Consolidated Statement of Opera

Consolidated Statement of Operations and Comprehensive Loss (Unaudited)	3 Months Ended
	Dec. 31, 2019USD ($)$ / sharesshares
Income Statement [Abstract]
Revenues
Operating Expense:
General and administrative expenses	28,148
Total operating expenses	28,148
Interest expenses
NET LOSS	(28,148)
Foreign currency translation adjustment	(3)
TOTAL COMPREHENSIVE LOSS	$ (28,151)
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ / shares	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | shares	20,000,000

Consolidated Statement of Share

Consolidated Statement of Shareholders Deficit (Unaudited) - 3 months ended Dec. 31, 2019 - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Beginning Balance (Monetary) at Sep. 30, 2019	$ 2,000	$ (2,000)
Beginning Balance (Shares) at Sep. 30, 2019	20,000,000
Acquisition of subsidiary		3			3
Net loss				(28,148)	(28,151)
Foreign currency translation			(3)		(3)
Ending Balance (Monetary) at Dec. 31, 2019	$ 2,000	$ (1,997)	$ (3)	$ (28,148)	$ (28,148)
Ending Balance (Shares) at Dec. 31, 2019	20,000,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited)	3 Months Ended
	Dec. 31, 2019USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (28,148)
Net cash used in operating activities	(28,148)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to related party	28,157
Net cash provided by financing activities	28,157
Net effect of exchange rate changes on cash	(3)
Net change in cash and cash equivalents	9
Cash and cash equivalents - beginning of period
Cash and cash equivalents - end of period	9
NON-CASH TRANSACTIONS
Acquisition of subsidiary	$ 3

Note 1 - Organization and Descr

Note 1 - Organization and Description of Business	3 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Well-being Holdings, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on September 27, 2019 with the name Well-being Holdings, Inc. On October 22, 2019, the Company entered into and consummated a Share Contribution Agreement with Well-be Co., Ltd., a Japan Corporation. Pursuant to this agreement Well-be gifted to the Company, at no cost, 30 shares of common stock of Ing Management Co., Ltd., a Japan corporation (“Ing Management”), which represented all of its issued and outstanding shares. Ing Management is now our wholly owned subsidiary which we operate through exclusively. Through our subsidiary we act as a sales agent to Impact Co., Ltd. whereas, we facilitate purchases and sales of fluorescent pigments used to illuminate public structures, such as but not limited to, staircases, walkways, and buildings. Ing Management was incorporated on October 21, 2019 and did not conducted a business operation as of December 31, 2019. Our principal executive offices are located at 4-18-19-601, Hakataekimae, Hakata-ku, Fukuoka-shi, Fukuoka, 812-0011, Japan The Company has elected September 30th as its year end.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	3 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidations The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Related party transaction A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Foreign currency translation The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. 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 statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: December 31, 2019 Current JPY: US$1 exchange rate 108.61 Average JPY: US$1 exchange rate 108.71 Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share The Company does not have any potentially dilutive instruments as of December 31, 2019 and, thus, anti-dilution issues are not applicable. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 3 - Going Concern

Note 3 - Going Concern	3 Months Ended
	Dec. 31, 2019
Going Concern [Abstract]
Going Concern	NOTE 3 - GOING CONCERN The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not had sufficient revenues to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Note 4 - Income Taxes

Note 4 - Income Taxes	3 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 4 - INCOME TAXES The Company conducts its major businesses in Japan 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 local tax authority. National income tax in Japan is charged at 21% of a company’s assessable profit. The Company’s subsidiary, ING Management was incorporated in Japan and is subject to Japanese national income tax and city income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises. The Company, which acts as a holding company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the year ended September 30, 2019, the Company, as a holding company registered in the state of Delaware, has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net operating loss carry forward is approximately $28,148 as of December 31, 2019 and will expire beginning in the year 2038. Annual use of the net operating loss may be limited by Internal Revenue Code Section 382 due to an ownership change.

Note 5 - Shareholder Equity

Note 5 - Shareholder Equity	3 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Shareholder Equity	NOTE 5 - SHAREHOLDER EQUITY Preferred Stock The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company had no shares of preferred stock issued and outstanding at December 31, 2019 and September 30, 2019. Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and outstanding at December 31, 2019 and September 30, 2019. The Company did not have any potentially dilutive instruments as of December 31, 2019 and September 30, 2019 and, thus, anti-dilution issues are not applicable.

Note 6 - Related Party Transact

Note 6 - Related Party Transactions	3 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 - RELATED-PARTY TRANSACTIONS Equity On September 27, 2019, 20,000,000 shares of common stock were issued to Well-be Co., Ltd., a Japan Corporation. These shares are considered to be founder shares and were issued for services rendered to the Company. Well-be Co., Ltd. is in part owned and controlled by our sole officer and director, Haruhiko Abe. The following table breaks down the ownership of Well-be Co., Ltd. Ownership Breakdown of Well-be Co., Ltd. Name % Ownership Haruhiko Abe 20% Tamiko Uenishi 20% Masaaki Udodaira 60% Acquisition of subsidiary On October 22, 2019, the Company entered into and consummated a Share Contribution Agreement with Well-be Co., Ltd. Pursuant to this agreement Well-be gifted to the Company, at no cost, 30 shares of common stock of Ing Management Co., Ltd., a Japan corporation (“Ing Management”), which represented all of its issued and outstanding shares. Ing Management is now our wholly owned subsidiary which we operate through exclusively. Ing Management was incorporated on October 21, 2019 and has not conducted any substantive operations as of December 31, 2019. Due to Related Party For the three months ended December 31, 2019, the Company borrowed $28,157 from Well-be Co., Ltd., our principal owner. The total due as of December 31, 2019 was $28,157 and was unsecured, due on demand and non-interest bearing. On October 22, 2019, the Company entered into and consummated a Share Contribution Agreement with Well-be Co., Ltd.. Pursuant to this agreement Well-be gifted to the Company, at no cost, 30 shares of common stock of Ing Management Co., Ltd., which represented all of its issued and outstanding shares. The Company utilizes home office space and equipment of Well-be Co., Ltd. at no cost. Management estimates such amounts to be immaterial.

Note 7 - Subsequent Events

Note 7 - Subsequent Events	3 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 7 – SUBSEQUENT EVENTS None.

Significant Accounting Policies

Significant Accounting Policies (Policies)	3 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidations	Principles of Consolidations The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Basis of Presentation	Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Related party transaction	Related party transaction A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Foreign currency translation	Foreign currency translation The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. 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 statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: December 31, 2019 Current JPY: US$1 exchange rate 108.61 Average JPY: US$1 exchange rate 108.71
Comprehensive income or loss	Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes
Basic Earnings (Loss) Per Share	Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share The Company does not have any potentially dilutive instruments as of December 31, 2019 and, thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Foreign currency translation (T

Foreign currency translation (Tables)	3 Months Ended
	Dec. 31, 2019
Foreign Currency Translation
Foreign currency translation	Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: December 31, 2019 Current JPY: US$1 exchange rate 108.61 Average JPY: US$1 exchange rate 108.71

Cumulative net operating loss c

Cumulative net operating loss carry forward (Details)	Dec. 31, 2019USD ($)
Cumulative Net Operating Loss Carry Forward
cumulative net operating loss carry forward	$ 28,148

Due to related party (Details)

Due to related party (Details) - USD ($)	Dec. 31, 2019	Sep. 30, 2019
Due To Related Party
Due to related party	$ 28,157