Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2020 | May 12, 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 | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Is Entity a Shell Company? | true | |
Document Fiscal Period Focus | Q2 | |
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 (Ma
Consolidated Balance Sheets (March 31, 2020 Unaudited) - USD ($) | Mar. 31, 2020 | Sep. 30, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 9 | |
TOTAL CURRENT ASSETS | 9 | |
TOTAL ASSETS | 9 | |
Current liabilities: | ||
Due to related party | 39,133 | |
TOTAL CURRENT LIABILITIES | 39,133 | |
TOTAL LIABILITIES | 39,133 | |
Stockholders' Deficit: | ||
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of March 31, 2020 and September 30, 2019) | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 20,000,000 shares issued and outstanding as of March 30, 2020 and September 30, 2019 | 2,000 | 2,000 |
Additional paid-in capital | (1,060) | (2,000) |
Accumulated deficit | (39,970) | |
Accumulated other comprehensive loss | (94) | |
Total stockholders' deficit | (39,124) | |
Total liabilities and stockholders' deficit | $ 9 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | 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) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Mar. 31, 2020 | |
Operating Expense: | ||
General and administrative expenses | $ 10,882 | $ 39,030 |
Total operating expenses | 10,882 | 39,030 |
Interest expenses | 940 | 940 |
NET LOSS | (11,822) | (39,970) |
Foreign currency translation adjustment | (94) | (94) |
TOTAL COMPREHENSIVE LOSS | $ (11,916) | $ (40,064) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 20,000,000 | 20,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive 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 | ||||
Net loss | (28,148) | (28,148) | |||
Ending Balance (Monetary) at Dec. 31, 2019 | $ 2,000 | (2,000) | (28,148) | (28,148) | |
Ending Balance (Shares) at Dec. 31, 2019 | 20,000,000 | ||||
Beginning Balance (Monetary) at Sep. 30, 2019 | $ 2,000 | (2,000) | |||
Beginning Balance (Shares) at Sep. 30, 2019 | 20,000,000 | ||||
Imputed interest | 940 | ||||
Ending Balance (Monetary) at Mar. 31, 2020 | $ 2,000 | (1,060) | (94) | (39,970) | (39,124) |
Ending Balance (Shares) at Mar. 31, 2020 | 20,000,000 | ||||
Beginning Balance (Monetary) at Dec. 31, 2019 | $ 2,000 | (2,000) | (28,148) | (28,148) | |
Beginning Balance (Shares) at Dec. 31, 2019 | 20,000,000 | ||||
Net loss | (11,822) | (11,822) | |||
Imputed interest | 940 | 940 | |||
Foreign Currency Translation | (94) | (94) | |||
Ending Balance (Monetary) at Mar. 31, 2020 | $ 2,000 | $ (1,060) | $ (94) | $ (39,970) | $ (39,124) |
Ending Balance (Shares) at Mar. 31, 2020 | 20,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,822) | $ (39,970) |
Imputed Interest | 940 | 940 |
Net cash used in operating activities | (39,030) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from due to related party | 39,133 | |
Net cash provided by financing activities | 39,133 | |
Net effect of exchange rate changes on cash | (94) | |
Net change in cash and cash equivalents | 9 | |
Cash and cash equivalents - beginning of period | ||
Cash and cash equivalents - end of period | $ 9 | 9 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | ||
Income taxes paid |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 6 Months Ended |
Mar. 31, 2020 | |
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. Ing Management was incorporated on October 21, 2019 and did not conduct a business operation as of March 31, 2020. 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 | 6 Months Ended |
Mar. 31, 2020 | |
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. Shareholders’ equity is translated at historical exchange rate at the time of transaction. 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: March 31, 2020 Current JPY: US$1 exchange rate 107.53 Average JPY: US$1 exchange rate 108.84 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 March 31, 2020 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 March 31, 2020. 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 | 6 Months Ended |
Mar. 31, 2020 | |
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 | 6 Months Ended |
Mar. 31, 2020 | |
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 $39,970 as of March 31, 2020 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 | 6 Months Ended |
Mar. 31, 2020 | |
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 as of March 31, 2020 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 as of March 31, 2020 and September 30, 2019. The Company did not have any potentially dilutive instruments as of March 31, 2020 and September 30, 2019 and, thus, anti-dilution issues are not applicable. Additional paid-in capital For the six months ended March 31, 2020, the Company had imputed interest of $940. |
Note 6 - Related Party Transact
Note 6 - Related Party Transactions | 6 Months Ended |
Mar. 31, 2020 | |
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 did not conducted a business operation as of March 31, 2020. Due to Related Party For the three months ended March 31, 2020, the Company borrowed $10,976 from Well-be Co., Ltd., our principal owner. For the six months ended March 31, 2020, the Company borrowed $39,133 from Well-be Co., Ltd. The total due as of March 31, 2020 was $39,133 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. For the six months ended March 31, 2020, the Company had imputed interest of $940. 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 | 6 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 – SUBSEQUENT EVENTS None. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2020 | |
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. Shareholders’ equity is translated at historical exchange rate at the time of transaction. 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: March 31, 2020 Current JPY: US$1 exchange rate 107.53 Average JPY: US$1 exchange rate 108.84 |
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 March 31, 2020 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 March 31, 2020. 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) | 6 Months Ended |
Mar. 31, 2020 | |
Foreign Currency Translation Tables Abstract | |
Foreign currency translation | Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: March 31, 2020 Current JPY: US$1 exchange rate 107.53 Average JPY: US$1 exchange rate 108.84 |
Ownership Breakdown (Tables)
Ownership Breakdown (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Ownership Breakdown | |
Ownership Breakdown of Well-be Co., Ltd. | Ownership Breakdown of Well-be Co., Ltd.: Name % Ownership Haruhiko Abe 20% Tamiko Uenishi 20% Masaaki Udodaira 60% |
Cumulative net operating loss c
Cumulative net operating loss carry forward (Details) | Mar. 31, 2020USD ($) |
Cumulative Net Operating Loss Carry Forward | |
cumulative net operating loss carry forward | $ 39,970 |
Due to related party (Details)
Due to related party (Details) | Mar. 31, 2020USD ($) |
Due To Related Party | |
Due to related party | $ 39,133 |
Imputed Interest (Details)
Imputed Interest (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Mar. 31, 2020 | |
Imputed Interest | ||
Imputed Interest | $ 940 | $ 940 |