AiXin Life International (AIXN) 10-K 31 Aug 15 2015 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	May. 31, 2015	Aug. 31, 2014
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	May 31, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Entity Registrant Name	MERCARI COMMUNICATIONS GROUP LTD
Entity Central Index Key	835,662
Current Fiscal Year End Date	--05-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 0
Trading Symbol	MCAR
Entity Common Stock, Shares Outstanding		45,411,400

BALANCE SHEETS

BALANCE SHEETS - USD ($)	May. 31, 2015	May. 31, 2014
Current Assets
Cash	$ 1,099	$ 1,503
Prepaid Expense	0	1,348
Total Current Assets	1,099	2,851
Current Liabilities
Accounts Payable & Accrued Liabilities	1,917	4,124
Shareholder Advances	74,000	46,500
Total Current Liabilities	$ 75,917	$ 50,624
Commitments and Contingencies (Note 3)
Stockholders' Deficit:
Common Stock, Par value $.00001; Authorized 950,000,000 shares, Issued 45,411,400 shares at May 31, 2015 and 2014	$ 454	$ 454
Paid-In Capital	158,722	158,722
Accumulated Deficit	(233,994)	(206,949)
Total Stockholders' Deficit	(74,818)	(47,773)
Total Liabilities and Stockholders' Deficit	$ 1,099	$ 2,851

BALANCE SHEETS _Parenthetical_

BALANCE SHEETS [Parenthetical] - $ / shares	May. 31, 2015	May. 31, 2014
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized shares	950,000,000	950,000,000
Common stock, issued shares	45,411,400	45,411,400

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Revenues:	$ 0	$ 0
Expenses:
General and administrative	27,045	20,049
Net loss before Income Taxes	(27,045)	(20,049)
Income Taxes	0	0
Net Loss	$ (27,045)	$ (20,049)
Basic & Diluted Loss Per Share	$ (0.0006)	$ (0.0004)
Weighted Average Shares	45,411,400	45,411,400

STATEMENT OF STOCKHOLDERS' DEFI

STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock	Paid-In Capital	Accumulated Deficit
Balance at May. 31, 2013	$ (27,724)	$ 454	$ 158,722	$ (186,900)
Balance (in shares) at May. 31, 2013		45,411,400
Net loss	(20,049)	$ 0	0	(20,049)
Balance at May. 31, 2014	(47,773)	$ 454	158,722	(206,949)
Balance (in shares) at May. 31, 2014		45,411,400
Net loss	(27,045)	$ 0	0	(27,045)
Balance at May. 31, 2015	$ (74,818)	$ 454	$ 158,722	$ (233,994)
Balance (in shares) at May. 31, 2015		45,411,400

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (27,045)	$ (20,049)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease in Accounts Payable	(2,207)	(142)
(Increase) Decrease in Prepaid Expense	1,348	(1,348)
Net Cash Used in operating activities	(27,904)	(21,539)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder advance	27,500	23,000
Net Cash Provided by financing activities	27,500	23,000
Net (Decrease) Increase in Cash and Cash Equivalents	(404)	1,461
Cash and Cash Equivalents at Beginning of Period	1,503	42
Cash and Cash Equivalents at End of Period	1,099	1,503
Cash paid during the year for:
Interest	0	0
Franchise and income taxes	$ 0	$ 0

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	May. 31, 2015
Accounting Policies [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for Mercari Communications Group, Ltd. (the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations. Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.” The Company has incurred net losses of approximately $ 234,000 These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used. The Company was incorporated under the laws of the State of Colorado December 30, 1987 The Company has no products or services as of May 31, 2015. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company. For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The preparation of financial statements, in conformity with generally accepted accounting principles, required 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. Actual results could differ from those estimates. The Company accounts for income taxes under the provisions of ASC 740-10 & 740-30 (formerly SFAS No.109, “Accounting for Income Taxes”). ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities. Basic loss per share has been computed by dividing the loss for the year applicable to the common shareholders by the weighted average number of common shares during the years. There are no outstanding common stock equivalents for May 31, 2015 and 2014 and are thus not considered. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The carrying value of cash and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (the “Update”). Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in the Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in the Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has reviewed all other recently issued but not yet effective accounting pronouncements and have determined that these new accounting pronouncements are either not applicable or would not have a material impact on the results of operations or changes in the financial position.

INCOME TAXES

INCOME TAXES	12 Months Ended
	May. 31, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 2 - INCOME TAXES As of May 31, 2015, the Company had a net operating loss carry-forward for income tax reporting purposes of approximately $ 232,500 2034 For the years ended 2015 2014 Net Operating Losses $ 40,015 $ 30,825 Change in Prior Year Estimates 39,049 Valuation Allowance (79,064) (30,825) $ - $ - 2015 2014 Provision (Benefit) at US Statutory Rate $ (9,190) $ (3,000) Increase in Valuation Allowance 9,190 3,000 $ - $ - The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Years 2015, 2014, 2013 and 2012 remain open for tax examinations, although the company has not been notified of any such examinations.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	May. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 3 – COMMITMENTS AND CONTINGENCIES During the year the company recorded $ 12,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	May. 31, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS There are no current related party transactions other than discussed in the Company’s other previous filings as filed with the SEC. From December 14, 2011 to May 31, 2015, the Company received multiple shareholder advances for a total of $ 74,000 46,500 Included in the $ 74,000 12,000

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT	12 Months Ended
	May. 31, 2015
Stock Purchase Agreement [Abstract]
STOCK PURCHASE AGREEMENT	NOTE 5 – STOCK PURCHASE AGREEMENT On November 9, 2009, we entered into and closed a Stock Purchase Agreement with Algodon Wines & Luxury Development Group, Inc. (formerly Diversified Private Equity Corporation), a privately-held Delaware corporation, and Kanouff, LLC and Underwood Family Partners, Ltd., the two entities which, immediately prior to closing, were the majority shareholders of the Company and which are controlled by the officers and directors of the Company, which resulted in a change in control of the Company (the “Stock Purchase”). In connection with the Stock Purchase, AWLD purchased, and the Company sold, an aggregate of 43,822,001 43,822 0.001 200 200 180,000 105,000 75,000 45,411,400 43,822,401 45,411,400 96.5 The Stock Purchase Agreement contains post-closing covenants whereby Mercari and AWLD agree to utilize their commercially reasonable efforts to cause Mercari to (i) remain a Section 12(g) reporting company in compliance with and current in its reporting requirements under the Exchange Act; and (ii) cause all of the assets and business or equity interest of AWLD, its subsidiaries and affiliated companies to be transferred to Mercari and, in connection with such transactions, cause Mercari’s stock to be distributed by AWLD to AWLD’s stockholders and the holders of equity interests in the affiliated companies (“Reorganization Transaction”). In connection with and contemporaneously with the Reorganization Transaction, it is anticipated that Mercari and/or AWLD will seek to obtain at least $10 million in gross proceeds from a financing (the “Financing”). If the gross proceeds from the Financing exceed $15 million at the time of the last closing of such financing, Mercari will issue additional shares of common stock to AWLD at a purchase price of $.001 per share as follows: (i) 18,164,560 additional shares if the amount of the Financing is at least $15 million and less than $20 million; or (ii) 34,058,550 additional shares if the amount of the Financing is $20 million or more. After consummation of the Financing, Mercari will seek to register for resale all of the shares issued in the Financing and shares of common stock issued by Mercari from and after December 1, 2001 and prior to the date of the Stock Purchase Agreement. Mercari will use its commercially reasonable efforts to file the registration statement within 60 days after consummation of the Reorganization Transaction (“Filing Date”) and to have the registration statement become effective within 180 days after the Filing Date. If the SEC requires Mercari to reduce the number of shares included under such registration statement, any such reduction will first be made from the shares issued in the Financing. The post-closing obligations of AWLD and Mercari discussed herein are contingent upon AWLD’s good faith determination that, after taking commercially reasonable efforts, the transactions are feasible. Such determination shall take into account all relevant material factors, including without limitation, then-current economic, financial and market conditions. Upon closing of the Stock Purchase, Mercari experienced a change in control and a change in all the members of the Board of Directors and executive officers.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	May. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 6 – SUBSEQUENT EVENTS The Company adopted ASC 855, and has evaluated all events occurring after May 31, 2015, the date of the most recent balance sheet, for possible adjustment to the financial statements or disclosures through August 21, 2015, which is the date on which the financial statements were issued. The Company has concluded that there are no significant or material transactions to be reported for the period from June 1, 2015 to August 21, 2015.

ORGANIZATION AND SUMMARY OF S13

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	May. 31, 2015
Accounting Policies [Abstract]
Nature of Operations and Going Concern	Nature of Operations and Going Concern The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations. Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.” The Company has incurred net losses of approximately $ 234,000 These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
Organization and Basis of Presentation	Organization and Basis of Presentation The Company was incorporated under the laws of the State of Colorado December 30, 1987
Nature of Business	Nature of Business The Company has no products or services as of May 31, 2015. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Pervasiveness of Estimates	Pervasiveness of Estimates The preparation of financial statements, in conformity with generally accepted accounting principles, required 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. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company accounts for income taxes under the provisions of ASC 740-10 & 740-30 (formerly SFAS No.109, “Accounting for Income Taxes”). ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
Loss per Share	Loss per Share Basic loss per share has been computed by dividing the loss for the year applicable to the common shareholders by the weighted average number of common shares during the years. There are no outstanding common stock equivalents for May 31, 2015 and 2014 and are thus not considered.
Concentration of Credit Risk	Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of cash and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. The Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
New Accounting Pronouncements	New Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (the “Update”). Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in the Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in the Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has reviewed all other recently issued but not yet effective accounting pronouncements and have determined that these new accounting pronouncements are either not applicable or would not have a material impact on the results of operations or changes in the financial position.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	May. 31, 2015
Income Tax Disclosure [Abstract]
Loss carry-forward valuation allowance	For the years ended 2015 2014 Net Operating Losses $ 40,015 $ 30,825 Change in Prior Year Estimates 39,049 Valuation Allowance (79,064) (30,825) $ - $ -
Provision for income taxes differs from the amount computed using the federal US statutory income tax rate as follows	The provision for income taxes differs from the amount computed using the federal US statutory income tax rate as follows: 2015 2014 Provision (Benefit) at US Statutory Rate $ (9,190) $ (3,000) Increase in Valuation Allowance 9,190 3,000 $ - $ -

ORGANIZATION AND SUMMARY OF S15

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended		135 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015
Net losses	$ (27,045)	$ (20,049)	$ 234,000
Entity Incorporation, Date of Incorporation	Dec. 30, 1987
Entity Incorporation, State Country Name	State of Colorado

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	May. 31, 2015	May. 31, 2014
Net Operating Losses	$ 40,015	$ 30,825
Change in Prior Year Estimates	39,049
Valuation Allowance	(79,064)	$ (30,825)
Deferred Tax Asset	$ 0	$ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Provision (Benefit) at US Statutory Rate	$ (9,190)	$ (3,000)
Increase in Valuation Allowance	9,190	3,000
Income Tax Expense Benefit	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - May. 31, 2015 - USD ($)	Total
Net operating loss carry forward	$ 232,500
Operating loss carryforwards, expiration year	2,034

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
	May. 31, 2015USD ($)
Other Financial Services Costs	$ 12,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Proceeds From Shareholders Advances	$ 74,000
Other Financial Services Costs	12,000
Algodon Wines And Luxury Development Group
Proceeds From Shareholders Advances	74,000	$ 46,500
Other Financial Services Costs	$ 12,000

STOCK PURCHASE AGREEMENT (Detai

STOCK PURCHASE AGREEMENT (Details Narrative) - Nov. 09, 2009 - USD ($)	Total
Stock Purchase Agreement
Equity Method Investment, Aggregate Cost	$ 180,000
Shares, Outstanding	45,411,400
Equity Method Investment Aggregate Cost Paid At Closing	$ 105,000
Equity Method Investment Aggregate Cost Previously Paid	$ 75,000
Reorganization Transaction Description	In connection with and contemporaneously with the Reorganization Transaction, it is anticipated that Mercari and/or AWLD will seek to obtain at least $10 million in gross proceeds from a financing (the “Financing”). If the gross proceeds from the Financing exceed $15 million at the time of the last closing of such financing, Mercari will issue additional shares of common stock to AWLD at a purchase price of $.001 per share as follows: (i) 18,164,560 additional shares if the amount of the Financing is at least $15 million and less than $20 million; or (ii) 34,058,550 additional shares if the amount of the Financing is $20 million or more.
Algodon Wines And Luxury Development Group
Shares, Issued	45,411,400
Algodon Wines And Luxury Development Group | Stock Purchase Agreement
Stock Issued During Period, Shares, New Issues	43,822,001
Stock Issued During Period, Value, New Issues	$ 43,822
Sale of Stock, Price Per Share	$ 0.001
Shares Of Common Stock Purchased From Other Entity	200
Number Of Shares Owned By Awld	43,822,401
Percentage Of Shares Owned By Awld	96.50%
Kanouff, LLC | Stock Purchase Agreement
Shares Of Common Stock Purchased From Other Entity	200