Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | American Retail Group, Inc. |
Entity Central Index Key | 277,905 |
Trading Symbol | argb |
Amendment Flag | true |
Amendment Description | Amendment 2 |
Current Fiscal Year End Date | --12-31 |
Document Type | 10-12G/A |
Document Period End Date | Mar. 31, 2017 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,017 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Smaller Reporting Company |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | |||
Cash | |||
Total current assets | |||
TOTAL ASSETS | |||
Current Liabilities: | |||
Accounts payable and accrued expenses | 7,332 | 54,486 | 54,486 |
Due to stockholder | 25,985 | ||
Notes payable - related party | 1,201,000 | 1,201,000 | |
Accrued interest - related party | 650,843 | 530,743 | |
Loan payable - related party | 99,974 | 99,974 | |
Total current liabilities | 33,317 | 2,006,303 | 1,886,203 |
STOCKHOLDERS' DEFICIT | |||
Preferred stock, par value $0.0001; 10,000,000 shares authorized; 0 shares issued and outstanding | |||
Common stock, par value $0.0001; 200,000,000 shares authorized; 22,930,000 shares issued and outstanding | 2,293 | 2,293 | 2,293 |
Additional paid in capital | 2,311,385 | 283,694 | 283,694 |
Accumulated deficit | (2,346,995) | (2,292,290) | (2,172,190) |
TOTAL STOCKHOLDERS' DEFICIT | (33,317) | (2,006,303) | (1,886,203) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Pro Forma | |||
Current Assets: | |||
Cash | |||
Total current assets | |||
TOTAL ASSETS | |||
Current Liabilities: | |||
Accounts payable and accrued expenses | 54,486 | ||
Notes payable - related party | |||
Accrued interest - related party | |||
Loan payable - related party | |||
Total current liabilities | 54,486 | ||
STOCKHOLDERS' DEFICIT | |||
Preferred stock, par value $0.0001; 10,000,000 shares authorized; 0 shares issued and outstanding | |||
Common stock, par value $0.0001; 200,000,000 shares authorized; 22,930,000 shares issued and outstanding | 2,293 | ||
Additional paid in capital | 283,694 | ||
Accumulated deficit | (340,473) | ||
TOTAL STOCKHOLDERS' DEFICIT | (54,486) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 22,930,000 | 22,930,000 | 22,930,000 |
Common stock, shares outstanding | 22,930,000 | 22,930,000 | 22,930,000 |
Pro Forma | |||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 200,000,000 | ||
Common stock, shares issued | 22,930,000 | ||
Common stock, shares outstanding | 22,930,000 |
Condensed Statements of Operati
Condensed Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statements of Operations [Abstract] | ||||
Revenue | ||||
Operating expenses: | ||||
General and administrative expenses | 33,317 | 15,547 | ||
Total operating expenses | 33,317 | 15,547 | ||
Loss from operations | (33,317) | (15,547) | ||
Other expense: | ||||
Interest expense | (21,388) | (30,025) | (120,100) | (120,100) |
Total other expense | (21,388) | (30,025) | (120,100) | (120,100) |
Net loss | $ (54,705) | $ (30,025) | $ (120,100) | $ (135,647) |
Weighted average common shares outstanding - basic and diluted | 22,930,000 | 22,930,000 | 22,930,000 | 22,930,000 |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Beginning Balance at Dec. 31, 2014 | $ (1,750,556) | $ 2,293 | $ 283,694 | $ (2,036,543) |
Beginning Balance, Shares at Dec. 31, 2014 | 22,930,000 | |||
Net loss | (135,647) | (135,647) | ||
Ending Balance at Dec. 31, 2015 | (1,886,203) | $ 2,293 | 283,694 | (2,172,190) |
Ending Balance, Shares at Dec. 31, 2015 | 22,930,000 | |||
Net loss | (120,100) | (120,100) | ||
Ending Balance at Dec. 31, 2016 | (2,006,303) | $ 2,293 | $ 283,694 | $ (2,292,290) |
Ending Balance, Shares at Dec. 31, 2016 | 22,930,000 | |||
Net loss | (54,705) | |||
Ending Balance at Mar. 31, 2017 | $ (33,317) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES: | ||||
Net loss | $ (54,705) | $ (30,025) | $ (120,100) | $ (135,647) |
Changes in operating assets and liabilities: | ||||
Accounts payable and accrued expenses | (47,154) | 6,736 | ||
Accrued interest | 21,388 | 30,025 | 120,100 | 120,100 |
Net cash used in operating activities | (80,471) | (8,811) | ||
FINANCING ACTIVITIES: | ||||
Due to stockholder | 25,985 | |||
Loan from related party | 54,486 | 8,811 | ||
Net cash provided by financing activities | 80,471 | 8,811 | ||
NET INCREASE IN CASH | ||||
CASH, BEGINNING OF PERIOD | ||||
CASH, END OF PERIOD | ||||
CASH PAID FOR: | ||||
Interest | ||||
Income taxes | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||||
Forgiveness of related party debt | $ 2,027,691 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Organization and Basis of Presentation [Abstract] | ||
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization and Line of Business American Retail Group, Inc., formerly known as Resource Acquisition Group, Inc. (the “Company”), is a Nevada corporation organized January 27, 1934. At this time, the Company’s purpose is to seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. The unaudited consolidated financial statements are prepared by the Company, pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results expected for the year ending December 31, 2017. | Note 1 - Organization and Basis of Presentation Organization and Line of Business American Retail Group, Inc., formerly known as Resource Acquisition Group, Inc. (the “Company”), is a Nevada corporation organized on January 27, 1934. At this time, the Company’s purpose is to seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825 Financial Instruments Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Basic and Diluted Loss Per Share Loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company follows Financial Accounting Standards Board (“FASB”) ASC 825 Financial Instruments Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Basic and Diluted Loss Per Share Loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Going Concern [Abstract] | ||
Going Concern | Note 3 – Going Concern The Company's financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has no cash, has losses and an accumulated deficit, and a working capital deficiency. The Company does not have any revenue generating operations. These conditions, among others, raise substantial doubt about the ability of the Company to continue as a going concern. In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to, meets its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. Management believes it can raise the funds needed to support its business plan and acquire an operating company with positive cash flow. Management intends to seek new capital from owners and related parties to provide needed funds. | Note 3 – Going Concern The Company's financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has no cash, has losses and an accumulated deficit, and a working capital deficiency. The Company does not currently have any revenue generating operations. These conditions, among others, raise substantial doubt about the ability of the Company to continue as a going concern. In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to, meets its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. Management believes they can raise the appropriate funds needed to support their business plan and acquire an operating company with positive cash flow. Management intends to seek new capital from owners and related parties to provide needed funds. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 – Related Party Transactions Ms. Soledad Bayazit, the Company’s former Chief Executive Officer, sole director and majority stockholder, held 10% secured notes due January 12, 2012 of $1,201,000 which were in default. Interest expense on the note payable – related party was $21,388 and $30,025 for the three months ended March 31, 2017 and 2016, respectively. During the three months ended March 31, 2017, Ms. Bayazit forgave the principal and accrued interest on these 10% secured notes of $1,201,000 and $672,231, respectively. The amount forgiven was treated as a capital contribution in the accompanying financial statements. To finance the Company’s operations Ms. Bayazit extended loans to the Company. The balance at December 31, 2016 of $99,974 was presented as loan payable – related party in the accompanying balance sheet. The loan was non-interest bearing and due on demand. During the three months ended March 31, 2017, Ms. Bayazit loaned an additional $54,486 to the Company that was used to pay certain vendors. Ms. Bayazit forgave the entire loan payable of $154,460. The amount forgiven has been treated as a capital contribution in the accompanying financial statements. During three months ended March 31, 2017, the Company’s new Chief Executive Officer and majority stockholder paid expenses of the Company totaling $25,985. This amount is presented as due to stockholder in the accompanying balance sheet. The amount is non-interest bearing and payable upon demand. | Note 4 – Related Party Transactions Ms. Soledad Bayazit, the Company’s former Chief Executive Officer and sole director, holds 10% secured notes due January 12, 2012 in the aggregate principal amount of $1,201,000 which are currently in default. Interest expense on the note payable – related party was $120,100 and $120,100 for the years ended December 31, 2016 and 2015, respectively. During the year ended December 31, 2015, to finance our operations the Company’s Chief Executive Officer has extended loans in the total amount of $8,811. The outstanding balance at December 31, 2016 and 2015 of $99,974 and $99,974 is presented as loan payable – related party in the accompanying balance sheets. The loan is non-interest bearing and due on demand. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | Note 5 – Income Taxes In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Recent Accounting Pronouncements [Abstract] | ||
Recent Accounting Pronouncements | Note 5 – Recent Accounting Pronouncements In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. | Note 6 – Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 – Subsequent Events On March 6, 2017, the Company’s Chief Executive Officer and majority stockholder entered into a stock purchase agreement with an unrelated party to sell 20,701,571 of shares of the Company’s common stock. In addition to the consideration paid for these shares, the Company’s Chief Executive Officer and majority stockholder agreed to forgive all indebtedness owed to her by the Company. Management has evaluated subsequent events through April 12, 2017 the date the financial statement were available to be issued. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825 Financial Instruments | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company follows Financial Accounting Standards Board (“FASB”) ASC 825 Financial Instruments |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share | Basic and Diluted Loss Per Share Loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions (Textual) | ||||
Loan payable - related party | $ 99,974 | $ 99,974 | ||
Due to stockholder | 25,985 | |||
Interest expense on note payable - related party | $ 21,388 | $ 30,025 | $ 120,100 | 120,100 |
Ms. Soledad Bayazit [Member] | ||||
Related Party Transactions (Textual) | ||||
Secured convertible notes Interest rate | 10.00% | 10.00% | ||
Principal amount | $ 1,201,000 | $ 1,201,000 | ||
Convertible notes due date | Jan. 12, 2012 | Jan. 12, 2012 | ||
Extended loans amount | $ 8,811 | |||
Ms. Bayazit [Member] | ||||
Related Party Transactions (Textual) | ||||
Secured convertible notes Interest rate | 10.00% | |||
Principal amount | $ 1,201,000 | |||
Additional loan amount | 54,486 | |||
Loan payable - related party | 154,460 | |||
Accrued interest | $ 672,231 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 06, 2017shares |
Chief Executive Officer and majority stockholder [Member] | Stock purchase agreement [Member] | |
Subsequent Events (Textual) | |
Sale of common stock shares | 20,701,571 |