Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2020shares | |
Document Information Line Items | |
Entity Registrant Name | Hi-Great Group Holding Co |
Document Type | 10-Q/A |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 100,000,000 |
Amendment Flag | true |
Amendment Description | This form 10-Q/A for the quarter ended March 30, 2020, is being filed as reviewed by our Independent Auditor as required. |
Entity Central Index Key | 0001807616 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Document Period End Date | Mar. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity File Number | 000-56200 |
Entity Incorporation, State or Country Code | NV |
Entity Interactive Data Current | No |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 20,374 | $ 7,229 |
Inventory | 560 | |
Deferred cost of goods sold | 2,800 | |
Total current assets | 23,734 | 7,229 |
Non-current assets: | ||
Right of use asset – operating lease – related party | 105,764 | |
Total assets | 129,498 | 7,229 |
Current liabilities: | ||
Accounts payable – related party | 38,000 | |
Notes payable – related party | 15,000 | 5,000 |
Loan payable - related party | 2,465 | 2,465 |
Deferred revenue | 7,040 | |
Accrued royalty | 4,688 | |
Accrued interest | 151 | |
Total current liabilities | 67,344 | 7,465 |
Operating lease obligation – related party | 105,764 | |
Total liabilities | 173,108 | 7,465 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, par value $0.001 per share; 1,100,000,000 shares authorized; 100,000,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 100,000 | 100,000 |
Additional paid in capital | 619,566 | 619,566 |
Accumulated deficit | (763,176) | (719,802) |
Total stockholders’ deficit | (43,610) | (236) |
Total liabilities and stockholders’ deficit | $ 129,498 | $ 7,229 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 100,000,000 | 100,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Sales | $ 18,750 | |
Cost of sales-royalty | 4,688 | |
Cost of goods sold | 6,640 | |
Gross profit | 7,422 | |
Operating expenses: | ||
Professional fees | 18,500 | 7,167 |
Rent expense | 30,000 | |
General and administrative expenses | 2,145 | 12,059 |
Total operating expense | 50,645 | 19,226 |
Loss from operations | (43,223) | (19,226) |
Other income (expense): | ||
Interest income | 452 | |
Interest expense | (151) | |
Total other income (expense) | (151) | 452 |
Net loss | $ (43,374) | $ (18,774) |
Net loss per common share – basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Weighted average common shares outstanding – basic and diluted (in Shares) | 100,000,000 | 100,000,000 |
Statements of Stockholders_ Def
Statements of Stockholders’ Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 30,000 | $ 671,866 | $ (702,766) | $ (900) |
Balance (in Shares) at Dec. 31, 2018 | 30,000,000 | |||
Common stock issued to related party | $ 70,000 | 70,000 | ||
Common stock issued to related party (in Shares) | 70,000,000 | |||
Net loss | (18,774) | (18,774) | ||
Balance at Mar. 31, 2019 | $ 100,000 | 671,866 | (721,540) | 50,326 |
Balance (in Shares) at Mar. 31, 2019 | 100,000,000 | |||
Balance at Dec. 31, 2019 | $ 100,000 | 619,566 | (719,802) | (236) |
Balance (in Shares) at Dec. 31, 2019 | 100,000,000 | |||
Net loss | (43,374) | (43,374) | ||
Balance at Mar. 31, 2020 | $ 100,000 | $ 619,566 | $ (763,176) | $ (43,610) |
Balance (in Shares) at Mar. 31, 2020 | 100,000,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Cash Flows from Operating Activities: Net loss | $ (43,374) | $ (18,774) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of right of use asset – operating lease | 23,228 | |
Changes in operating assets and liabilities: | ||
Inventory | (560) | |
Deferred cost of goods sold | (2,800) | |
Accounts payable – related party | 38,000 | |
Accrued royalty | 4,688 | |
Accrued interest | 151 | (452) |
Deferred revenue | 7,040 | |
Operating lease obligation – related party | 105,764 | |
Net cash provided by (used in) operating activities | 132,137 | (19,226) |
Cash Flows from Investing Activities: | ||
Notes receivable – related party | (53,900) | |
Right of use asset – related party | (128,992) | |
Net cash provided by investing activities | (128,992) | (53,900) |
Cash Flows from Financing Activities: | ||
Proceeds from common stock – related party | 70,000 | |
Proceeds from notes payable | 10,000 | 3,126 |
Net cash provided by financing activities | 10,000 | 73,126 |
Effect of exchange rate changes | ||
Net change in cash | 13,145 | |
Cash at beginning of period | 7,229 | |
Cash at end of period | 20,374 | |
Non-cash investing and financing activities: | ||
Note receivable-related party | (53,900) | |
Common stock-related party | 70,000 | |
Right of use asset – operating lease | $ (128,992) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Basis of Presentation and Organization Hi-Great Group Holding Company (the “Company”) is a development stage enterprise that was originally incorporated, on September 30, 2010, under the laws of the State of Nevada. On March 08, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Hi-Great Group Holding Company, proper notice having been given to the officers and directors of Hi-Great Group Holding Company. There was no opposition. On March 15, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director. On October 11, 2019, Custodian Ventures entered into a stock purchase agreement whereby they transferred 70,000,000 shares of common stock to Esther Yang in exchange for $225,000 in cash. As a result of the sale, there was a change of control of the Company. There is no family relationship or other relationship between the Seller and the Purchaser. On March 19, 2020, The Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement calls for the Company to pay 25% of all Gross revenues or One Thousand dollars, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15th of every month thereafter. On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area Pearblossom, County of Los Angeles, State of California.in agreement with Sella Property, LLC. Sella Property, LLC is an entity controlled by Esther Yang. The lease calls for rent payments of $30,000 in annual installments due on the 16th day of March each year. In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time. The accompanying unaudited financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant. The accompanying unaudited financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. The results for the three months ended March 31, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2020, filed with the Securities and Exchange Commission. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2020 and for the related periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Revenue Recognition The Company records revenue in accordance with FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company is involved in Agritourism and sells herbal supplements. The Company sells herbal supplements it buys directly from SellaCare, Inc. and sells those supplements using the SellaCare brand. SellaCare, Inc is a company that is controlled by the Company’s majority shareholder. Cost of Goods Sold Cost of sales includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, product cost and shipping. Cost of goods sold are recorded in the same period as the resulting revenue. The company pays a sales based royalty payment of 25% of gross revenue to SellaCare, Inc., its related party. This royalty expense is included in cost of goods sold. Leases The Company adopted the new lease accounting standard, “Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements existing as of January 1, 2019 as described further below under Accounting Standards Adopted. The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company. Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Estimates The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. 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 as of December 31, 2019 and 2018, and expenses for the years ended December 31, 2019 and 2018, and cumulative from inception. Actual results could differ from those estimates made by management. Subsequent Event The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration. Adoption of Recent 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 accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Deferred Revenue The underlying principle of ASC 606 is to recognize revenue when a customer obtains control of the promised products at an amount that reflects the consideration that is expected to be received in exchange for those products. The company has 30 days refund policy for unopened items. Deferred revenue is recorded when payments are received. Deferred revenue of $7,040 has been in current liabilities as of March 31,2020. Deferred Cost of Goods Sold The company defers recognition of the cost of goods sold in order to recognize it at the same time as related revenue is recognized under the matching principle. Deferred cost of goods sold of $2,800 has been in current assets as of March 31, 2020. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended March 31, 2020 and March 31, 2019. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS On March 20, 2019, the Company obtained a promissory note in amount of $53,900 from its custodian, Custodian Ventures, LLC, the managing member being David Lazar. The note bears an interest of 3% and matures in 180 days following written demand by the holder. As of December 31, 2019, promissory note had a total balance of $56,809, which consisted of the principal in the amount of $53,900 and interest receivable of $2,909 was due to the Company. On March 20, 2019, the Company issued 70,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $70,000 in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $16,100, and the promissory note issued to the Company in the amount $53,900. On October 11, 2019, Custodian Ventures entered into a stock purchase agreement whereby they transferred 70,000,000 shares of common stock to Esther Yang in exchange for $225,000 in cash. As a result of the sale, there was a change of control of the Company. There is no family relationship or other relationship between the Seller and the Purchaser. On October 14, 2019, In consideration for services rendered to the company, the Company cancelled and returned the promissory note dated March 20, 2019 in the face amount of $53,900 to Custodian Ventures LLC and also cancelled the interest due on the note of $2,909. In addition, on that same day, Custodian Ventures forgave repayment of the total amount outstanding of $4,509. On December 27, 2019, the company obtained a loan in the amount of $5,000 from Jung Ho Yang. The note bears an interest rate of 5% and matures on November 30, 2020. During the three months ended the Company recorded $65 in accrued interest. As of March 31, 2020, a total of $5,000 of this note remained outstanding. On January 28, 2020, the company obtained a loan in the amount of $10,000 from Sellacare America, Inc. The note bears an interest rate of 5% and matures on November 30, 2020. During the three months ended the Company recorded $86 in accrued interest. As of March 31, 2020, a total of $10,000 of this note remained outstanding. On March 19, 2020, The Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement calls for the Company to pay 25% of all Gross revenues or One Thousand dollars, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15th of every month thereafter. As of March 31, 2020, $4,688 of royalty expense has been accrued. On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area Pearblossom, County of Los Angeles, State of California.in agreement with Sella Property, LLC. Sella Property, LLC is an entity controlled by Company’s majority shareholder. The lease calls for rent payments of $30,000 in annual installments due on the 16th day of March each year. The lease begins March 16, 2020 and matures March 16, 2025 and accrues interest based on an incremental interest rate of 5.25%. The company has made no lease payments during the three months period ended March 31, 2020. As of March 31, 2020, $105,764 in lease payments remain. As of March 31, 2020, a total of $0 in loan payable to Custodian Ventures, LLC, while a total of $400 in loan payable to Esther Yang remains and $2,065 to another related party remains outstanding as well. |
Lease Obligation
Lease Obligation | 3 Months Ended |
Mar. 31, 2020 | |
Leases, Operating [Abstract] | |
LEASE OBLIGATION | NOTE 5 – LEASE OBLIGATION On February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The ASU introduces a new leasing model for both lessees and lessors. Topic 842 provides guidance in how to identify whether a lease arrangement exists. Management has evaluated its leasing arrangement and has classified it as operating lease. Operating Lease Obligations On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area Pearblossom, County of Los Angeles, State of California.in agreement with Sella Property, LLC. Sella Property, LLC is a company controlled by the majority shareholder of the Company. The lease calls for rent payments of $30,000 in annual installments due on the 16th day of March each year. The lease begins March 16, 2020 and matures March 16, 2025 and accrues interest based on an incremental borrowing interest rate of 5.25%. The company has as of March 31, 2020, $105,764 in lease payments remain. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES On March 19, 2020, The Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. SellaCare, Inc. is a related party. The licensing agreement calls for the Company to pay 25% of all Gross revenues or One Thousand dollars, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15th of every month thereafter. |
Restatment
Restatment | 3 Months Ended |
Mar. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATMENT | NOTE 7 – RESTATMENT The Company evaluates events that occur after the year-end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through June 22, 2019, and has determined that there were no subsequent events, requiring adjustment to, or disclosure in, the financial statements. Our financial statements for the quarter ended March 31, 2019 and the quarter ended March 31, 2020, as previously filed have been restated. The previously filed financial statements as of March 31, 2019 and the three months ended March 31, 2019, did not reflect the proper classification of a note receivable to the company, the loan payable related party and operating expense activity during the three months. The previously filed financial statements as of March 31, 2020 and the three months ended March 31, 2020, did not reflect our subsequent change in the value of our operating lease obligation and right of use asset. The affect of this change resulted in a change to the amortization of the right of use asset as well as the lease expense. This resulted in further changes to accounts payable and net loss. In addition, we did not include an accrual for royalty payments to a related party. As subsequently restated, the company had misapplied the accounting standard under ASC 606 revenue recognition. Revenue and cost of goods sold were overstated in the previous filed financial statements. Deferred revenue, deferred cost of goods sold, and accrued royalty change as a result of this change. This resulted in further changes to net loss. The impact of this restatement on the Company’s financial statements for the quarter ended March 31, 2020 and the quarter ended March 31, 2019, are reflected in the tables below: The following table summarizes changes made to the March 31, 2019 balance sheet. March 31, 2019 As Reported Adjustment As Restated ASSETS Current Assets: Cash $ - $ - $ - Notes receivable – related party - 54,352 54,352 Total assets $ - $ 54,352 $ 54,352 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Loan payable related party $ 900 $ 3,126 $ 4,026 Total Liabilities 900 3,126 4,026 Stockholders’ equity: Common stock, par value $0.001 per share; 1,100,000,000 shares authorized; 100,000,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively 30,000 70,000 100,000 Additional paid in capital 671,866 671,866 Accumulated deficit (702,766 ) (18,774 ) (721,540 ) Total stockholders’ equity (900 ) 51,226 50,326 Total liabilities and stockholders’ equity $ - $ 54,352 $ 54,352 The following table summarizes changes made to the three months ended March 31, 2019 Statements of Operations. For the three months ended As Reported Adjustment As Restated $ - $ - $ - Operating expenses: Professional fees - 7,167 7,167 General and administrative expenses - 12,059 12,059 Total operating expense - 19,226 19,226 Loss from operations - (19,226 ) (19,226 ) Other income Interest income - 452 452 Total other income - 452 452 Net loss $ - $ (18,774 ) $ (18,774 ) Net loss per common share – basic and diluted $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding – basic and diluted The following table summarizes changes made to the March 31, 2020 balance sheet. March 31, 2020 As Previously Restated Adjustment As Subsequently Restated ASSETS Current assets: Cash $ 20,374 $ - $ 20,374 Inventory 560 - 560 Deferred cost of goods sold - 2,800 2,800 Total current assets 20,934 2,800 23,734 Non-current assets: Right of use asset – operating lease – related party 105,764 - 105,764 Total assets $ 126,698 $ 2,800 $ 129,498 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable – related party $ 38,000 $ - $ 38,000 Notes payable – related party 15,000 - 15,000 Loan payable - related party 2,465 - 2,465 Deferred revenue - 7,040 7,040 Accrued royalty 6,448 (1,760 ) 4,688 Accrued interest 151 - 151 Total current liabilities 62,064 5,280 67,344 Non-Current liabilities: Operating lease obligation – related party 105,764 - 105,764 Total liabilities 167,828 5,280 173,108 Commitments and contingencies Stockholders’ deficit: Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding Common stock, par value $0.001 per share; 1,100,000,000 shares authorized; 100,000,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively 100,000 - 100,000 Additional paid in capital 619,566 - 619,566 Accumulated deficit (760,696 ) (2,480 ) (763,176 ) Total stockholders’ deficit (41,130 ) (2,480 ) (43,610 ) Total liabilities and stockholders’ deficit $ 126,698 $ 2,800 $ 129,498 The following table summarizes changes made to the three months ended March 31, 2020 Statements of Operations. For the three months ended As Previously Restated Adjustment As Subsequently Restated Revenue $ 25,790 $ (7,040 ) $ 18,750 Cost of sales-royalty 6,448 (1,760 ) 4,688 Cost of goods sold 9,440 (2,800 ) 6,640 Gross profit 9,902 (2,480 ) 7,422 Operating expenses: Professional fees 18,500 - 18,500 Rent expense 30,000 - 30,000 General and administrative expenses 2,145 - 2,145 Total operating expense 50,645 - 50,645 Loss from operations (40,743 ) (2,480 ) (43,223 ) Other income (expense): Interest expense (151 ) - (151 ) Total other income (expense) (151 ) - (151 ) Net loss $ (40,894 ) $ (2,480 ) $ (43,374 ) Net loss per common share – basic and diluted $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding – basic and diluted 100,000,000 100,000,000 100,000,000 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | NOTE 8– COMMON STOCK On March 20, 2019, the Company issued 70,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $70,000. As of March 31, 2020, a total of 100,000,000 shares of common stock with par value $0.001 remain outstanding. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9– SUBSEQUENT EVENTS On April 29, 2020, the Company issued 1,000,000 shares of common stock to a third party for consulting services valued at $1,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Revenue Recognition | Revenue Recognition The Company records revenue in accordance with FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company is involved in Agritourism and sells herbal supplements. The Company sells herbal supplements it buys directly from SellaCare, Inc. and sells those supplements using the SellaCare brand. SellaCare, Inc is a company that is controlled by the Company’s majority shareholder. |
Cost of Goods Sold | Cost of Goods Sold Cost of sales includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, product cost and shipping. Cost of goods sold are recorded in the same period as the resulting revenue. The company pays a sales based royalty payment of 25% of gross revenue to SellaCare, Inc., its related party. This royalty expense is included in cost of goods sold. |
Leases | Leases The Company adopted the new lease accounting standard, “Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements existing as of January 1, 2019 as described further below under Accounting Standards Adopted. The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company. |
Employee Stock-Based Compensation | Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. |
Estimates | Estimates The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. 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 as of December 31, 2019 and 2018, and expenses for the years ended December 31, 2019 and 2018, and cumulative from inception. Actual results could differ from those estimates made by management. |
Subsequent Event | Subsequent Event The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration. |
Adoption of Recent Accounting Pronouncements | Adoption of Recent 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 accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Deferred Revenue | Deferred Revenue The underlying principle of ASC 606 is to recognize revenue when a customer obtains control of the promised products at an amount that reflects the consideration that is expected to be received in exchange for those products. The company has 30 days refund policy for unopened items. Deferred revenue is recorded when payments are received. Deferred revenue of $7,040 has been in current liabilities as of March 31,2020. |
Deferred Cost of Goods Sold | Deferred Cost of Goods Sold The company defers recognition of the cost of goods sold in order to recognize it at the same time as related revenue is recognized under the matching principle. Deferred cost of goods sold of $2,800 has been in current assets as of March 31, 2020. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended March 31, 2020 and March 31, 2019. |
Restatment (Tables)
Restatment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of changes made to balance sheet | March 31, 2019 As Reported Adjustment As Restated ASSETS Current Assets: Cash $ - $ - $ - Notes receivable – related party - 54,352 54,352 Total assets $ - $ 54,352 $ 54,352 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Loan payable related party $ 900 $ 3,126 $ 4,026 Total Liabilities 900 3,126 4,026 Stockholders’ equity: Common stock, par value $0.001 per share; 1,100,000,000 shares authorized; 100,000,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively 30,000 70,000 100,000 Additional paid in capital 671,866 671,866 Accumulated deficit (702,766 ) (18,774 ) (721,540 ) Total stockholders’ equity (900 ) 51,226 50,326 Total liabilities and stockholders’ equity $ - $ 54,352 $ 54,352 March 31, 2020 As Previously Restated Adjustment As Subsequently Restated ASSETS Current assets: Cash $ 20,374 $ - $ 20,374 Inventory 560 - 560 Deferred cost of goods sold - 2,800 2,800 Total current assets 20,934 2,800 23,734 Non-current assets: Right of use asset – operating lease – related party 105,764 - 105,764 Total assets $ 126,698 $ 2,800 $ 129,498 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable – related party $ 38,000 $ - $ 38,000 Notes payable – related party 15,000 - 15,000 Loan payable - related party 2,465 - 2,465 Deferred revenue - 7,040 7,040 Accrued royalty 6,448 (1,760 ) 4,688 Accrued interest 151 - 151 Total current liabilities 62,064 5,280 67,344 Non-Current liabilities: Operating lease obligation – related party 105,764 - 105,764 Total liabilities 167,828 5,280 173,108 Commitments and contingencies Stockholders’ deficit: Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding Common stock, par value $0.001 per share; 1,100,000,000 shares authorized; 100,000,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively 100,000 - 100,000 Additional paid in capital 619,566 - 619,566 Accumulated deficit (760,696 ) (2,480 ) (763,176 ) Total stockholders’ deficit (41,130 ) (2,480 ) (43,610 ) Total liabilities and stockholders’ deficit $ 126,698 $ 2,800 $ 129,498 |
Schedule of changes made to statements of operations | For the three months ended As Reported Adjustment As Restated $ - $ - $ - Operating expenses: Professional fees - 7,167 7,167 General and administrative expenses - 12,059 12,059 Total operating expense - 19,226 19,226 Loss from operations - (19,226 ) (19,226 ) Other income Interest income - 452 452 Total other income - 452 452 Net loss $ - $ (18,774 ) $ (18,774 ) Net loss per common share – basic and diluted $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding – basic and diluted For the three months ended As Previously Restated Adjustment As Subsequently Restated Revenue $ 25,790 $ (7,040 ) $ 18,750 Cost of sales-royalty 6,448 (1,760 ) 4,688 Cost of goods sold 9,440 (2,800 ) 6,640 Gross profit 9,902 (2,480 ) 7,422 Operating expenses: Professional fees 18,500 - 18,500 Rent expense 30,000 - 30,000 General and administrative expenses 2,145 - 2,145 Total operating expense 50,645 - 50,645 Loss from operations (40,743 ) (2,480 ) (43,223 ) Other income (expense): Interest expense (151 ) - (151 ) Total other income (expense) (151 ) - (151 ) Net loss $ (40,894 ) $ (2,480 ) $ (43,374 ) Net loss per common share – basic and diluted $ (0.00 ) $ - $ (0.00 ) Weighted average common shares outstanding – basic and diluted 100,000,000 100,000,000 100,000,000 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Oct. 11, 2019 | Mar. 19, 2020 | Mar. 20, 2019 | Mar. 31, 2019 | Mar. 16, 2020 |
Accounting Policies [Abstract] | |||||
Issued of common shares | $ 70,000,000 | $ 70,000 | $ 70,000 | ||
Common stock, exchange for cash | $ 225,000 | ||||
Licensing agreement description | The Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement calls for the Company to pay 25% of all Gross revenues or One Thousand dollars, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15th of every month thereafter. | ||||
Rent payment | $ 30,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | Mar. 31, 2020USD ($) |
Accounting Policies [Abstract] | |
Royalty payment, percentage | 25.00% |
Deferred revenue | $ 7,040 |
Deferred cost of goods sold | $ 2,800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 11, 2019 | Mar. 19, 2020 | Mar. 16, 2020 | Jan. 28, 2020 | Dec. 27, 2019 | Mar. 20, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Oct. 14, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Promissory note amount | $ 53,900 | |||||||||
Bear interest | 3.00% | |||||||||
Promissory note total balance | $ 56,809 | |||||||||
Principle amount | 53,900 | $ 53,900 | ||||||||
Interest receivable | $ 2,909 | |||||||||
Shares issued (in Shares) | 70,000,000 | |||||||||
Value of shares | $ 70,000,000 | $ 70,000 | $ 70,000 | |||||||
Advance loan amount | 16,100 | |||||||||
Promissory note issued | $ 53,900 | |||||||||
Common stock shares issued (in Shares) | 100,000,000 | 100,000,000 | ||||||||
Interest due | 2,909 | |||||||||
Repayment of outstanding | $ 4,509 | |||||||||
Outstanding amount | $ 2,065 | |||||||||
License expense | 4,688 | |||||||||
Rent payments | $ 30,000 | |||||||||
Maturity date, description | The lease begins March 16, 2020 and matures March 16, 2025 and accrues interest based on an incremental interest rate of 5.25%. | |||||||||
Operating Lease, Payments | 105,764 | |||||||||
Loans payable | 0 | |||||||||
Esther Yang [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock shares issued (in Shares) | 70,000,000 | |||||||||
Exchange of cash | $ 225,000 | |||||||||
Loans payable | 400 | |||||||||
Jung Ho Yang [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Loan amount | $ 10,000 | $ 5,000 | ||||||||
Interest rate, percentage | 5.00% | |||||||||
Maturity date | Nov. 30, 2020 | |||||||||
Accrued interest | 65 | |||||||||
Outstanding amount | 5,000 | |||||||||
Sellacare America Inc [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Interest rate, percentage | 5.00% | |||||||||
Maturity date | Nov. 30, 2020 | |||||||||
SellaCare, Inc [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Accrued interest | 86 | |||||||||
Outstanding amount | $ 10,000 | |||||||||
Licensing agreement, description | The licensing agreement calls for the Company to pay 25% of all Gross revenues or One Thousand dollars, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15th of every month thereafter. |
Lease Obligation (Details)
Lease Obligation (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 16, 2020 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Rent payments | $ 30,000 | |
Lease payments | $ 105,764 | |
Maturity date, description | The lease begins March 16, 2020 and matures March 16, 2025 and accrues interest based on an incremental borrowing interest rate of 5.25%. |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) | Apr. 30, 2020 | Mar. 19, 2020 |
Commitments And Contingencies (Details) [Line Items] | ||
Licensing agreement calls rate | 25.00% | |
Gross revenues | $ 1,000 | |
Maximum amount | $ 1,000 | |
SellaCare, Inc [Member] | ||
Commitments And Contingencies (Details) [Line Items] | ||
Commitments And Contingencies Description | The Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc |
Restatment (Details) - Schedule
Restatment (Details) - Schedule of changes made to balance sheet - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
As Previously Restated [Member] | ||
Current Assets: | ||
Cash | $ 20,374 | |
Inventory | 560 | |
Deferred cost of goods sold | ||
Total current assets | 20,934 | |
Right of use asset – operating lease – related party | 105,764 | |
Notes receivable – related party | ||
Total assets | 126,698 | |
Current liabilities: | ||
Loan payable related party | 900 | |
Current liabilities: | ||
Accounts payable – related party | 38,000 | |
Notes payable – related party | 15,000 | |
Loan payable - related party | 2,465 | |
Deferred revenue | ||
Accrued royalty | 6,448 | |
Accrued interest | 151 | |
Total current liabilities | 62,064 | |
Operating lease obligation – related party | 105,764 | |
Total Liabilities | 167,828 | 900 |
Stockholders’ deficit: | ||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding | ||
Stockholders’ equity: | ||
Common stock value | 100,000 | 30,000 |
Additional paid in capital | 619,566 | 671,866 |
Accumulated deficit | (760,696) | (702,766) |
Total stockholders’ equity | (41,130) | (900) |
Total liabilities and stockholders’ equity | 126,698 | |
Adjustment [Member] | ||
Current Assets: | ||
Cash | ||
Inventory | ||
Deferred cost of goods sold | 2,800 | |
Total current assets | 2,800 | |
Right of use asset – operating lease – related party | ||
Notes receivable – related party | 54,352 | |
Total assets | 2,800 | 54,352 |
Current liabilities: | ||
Loan payable related party | 3,126 | |
Current liabilities: | ||
Accounts payable – related party | ||
Notes payable – related party | ||
Loan payable - related party | ||
Deferred revenue | 7,040 | |
Accrued royalty | (1,760) | |
Accrued interest | ||
Total current liabilities | 5,280 | |
Operating lease obligation – related party | ||
Total Liabilities | 5,280 | 3,126 |
Stockholders’ deficit: | ||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding | ||
Stockholders’ equity: | ||
Common stock value | 70,000 | |
Additional paid in capital | ||
Accumulated deficit | (2,480) | (18,774) |
Total stockholders’ equity | (2,480) | 51,226 |
Total liabilities and stockholders’ equity | 2,800 | 54,352 |
As Subsequently Restated [Member] | ||
Current Assets: | ||
Cash | 20,374 | |
Inventory | 560 | |
Deferred cost of goods sold | 2,800 | |
Total current assets | 23,734 | |
Right of use asset – operating lease – related party | 105,764 | |
Notes receivable – related party | 54,352 | |
Total assets | 129,498 | 54,352 |
Current liabilities: | ||
Loan payable related party | 4,026 | |
Current liabilities: | ||
Accounts payable – related party | 38,000 | |
Notes payable – related party | 15,000 | |
Loan payable - related party | 2,465 | |
Deferred revenue | 7,040 | |
Accrued royalty | 4,688 | |
Accrued interest | 151 | |
Total current liabilities | 67,344 | |
Operating lease obligation – related party | 105,764 | |
Total Liabilities | 173,108 | 4,026 |
Stockholders’ deficit: | ||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding | ||
Stockholders’ equity: | ||
Common stock value | 100,000 | 100,000 |
Additional paid in capital | 619,566 | 671,866 |
Accumulated deficit | (763,176) | (721,540) |
Total stockholders’ equity | (43,610) | 50,326 |
Total liabilities and stockholders’ equity | $ 129,498 | $ 54,352 |
Restatment (Details) - Schedu_2
Restatment (Details) - Schedule of changes made to balance sheet (Parentheticals) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
As Previously Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 100,000,000 | 100,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 100,000,000 | 100,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
As Subsequently Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 100,000,000 | 100,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Restatment (Details) - Schedu_3
Restatment (Details) - Schedule of changes made to statements of operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
As Previously Restated [Member] | ||
Operating expenses: | ||
Professional fees | $ 18,500 | |
General and administrative expenses | 2,145 | |
Total operating expense | 50,645 | |
Loss from operations | (40,743) | |
Other income | ||
Interest income | ||
Total other income | (151) | |
Net loss | $ (40,894) | |
Net loss per common share – basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Revenue | $ 25,790 | |
Cost of sales-royalty | 6,448 | |
Cost of goods sold | 9,440 | |
Gross profit | 9,902 | |
Rent expense | 30,000 | |
Interest expense | $ (151) | |
Weighted average common shares outstanding – basic and diluted (in Shares) | 100,000,000 | |
Adjustment [Member] | ||
Operating expenses: | ||
Professional fees | $ 7,167 | |
General and administrative expenses | 12,059 | |
Total operating expense | 19,226 | |
Loss from operations | (2,480) | (19,226) |
Other income | ||
Interest income | 452 | |
Total other income | 452 | |
Net loss | $ (2,480) | $ (18,774) |
Net loss per common share – basic and diluted (in Dollars per share) | ||
Revenue | $ (7,040) | |
Cost of sales-royalty | (1,760) | |
Cost of goods sold | (2,800) | |
Gross profit | (2,480) | |
Rent expense | ||
Interest expense | ||
Weighted average common shares outstanding – basic and diluted (in Shares) | 100,000,000 | |
As Subsequently Restated [Member] | ||
Operating expenses: | ||
Professional fees | $ 18,500 | $ 7,167 |
General and administrative expenses | 2,145 | 12,059 |
Total operating expense | 50,645 | 19,226 |
Loss from operations | (43,223) | (19,226) |
Other income | ||
Interest income | 452 | |
Total other income | (151) | 452 |
Net loss | $ (43,374) | $ (18,774) |
Net loss per common share – basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Revenue | $ 18,750 | |
Cost of sales-royalty | 4,688 | |
Cost of goods sold | 6,640 | |
Gross profit | 7,422 | |
Rent expense | 30,000 | |
Interest expense | $ (151) | |
Weighted average common shares outstanding – basic and diluted (in Shares) | 100,000,000 |
Common Stock (Details)
Common Stock (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Common Stock (Details) [Line Items] | |
Common stock, shares issued | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
LLC [Member] | |
Common Stock (Details) [Line Items] | |
Issued of shares | 70,000,000 |
Issuance of par value (in Dollars) | $ | $ 70,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 29, 2020USD ($)shares |
Subsequent Events [Abstract] | |
Shares issued | shares | 1,000,000 |
Consulting Services | $ | $ 1,000 |