Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 25, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-27251 | |
Entity Registrant Name | QDM International Inc. | |
Entity Central Index Key | 0001094032 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Incorporation, State or Country Code | FL | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,667,785 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 381 | $ 1,557 |
Total current assets | 381 | 1,557 |
Property and equipment, at cost, net | 543 | 615 |
Total Assets | 924 | 2,172 |
Current liabilities: | ||
Accounts payable & accrued liabilities | 15,500 | 33,000 |
Notes payable | 0 | 269,277 |
Advance from shareholder | 0 | 19,443 |
Total current liabilities | 15,500 | 321,720 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 13,500 and 23,500 issued and outstandingtanding | 135 | 235 |
Common stock, $0.0001 par value, 200,000,000 shares authorized, 1,667,658 and 518,105 shares issued and 1,653,482 and 503,929 shares outstanding | 167 | 5,181 |
Additional paid-in capital | 9,044,699 | 8,664,158 |
Treasury stock, 14,176 and 14,176 shares at cost | (60,395) | (60,395) |
Accumulated (deficit) | (8,999,182) | (8,928,727) |
Total stockholders' equity (deficit) | (14,576) | (319,548) |
Total Liabilities and Stockholders' equity (deficit) | $ 924 | $ 2,172 |
Balance Sheets (Unaudited) (Pa
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 13,500 | 23,500 |
Preferred stock, shares outstanding | 13,500 | 23,500 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,667,658 | 518,105 |
Common stock, shares outstanding | 1,653,482 | 503,929 |
Treasury stock, shares | 14,176 | 14,176 |
Statements Of Operations (Unau
Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
General and administrative expenses | $ 68,090 | $ 67,359 |
Total operating expenses | 68,090 | 67,359 |
Loss from operations | (68,090) | (67,359) |
Other income (expense): | ||
Interest expense | (2,365) | (6,414) |
Total other income (expense), net | (2,365) | (6,414) |
Net loss from operations | $ (70,455) | $ (73,773) |
Per share information: | ||
Basic (loss) per share | $ (0.07) | $ (0.14) |
Diluted (loss) per share | $ (0.07) | $ (0.14) |
Weighted average basic shares outstanding: | 18,167 | 10,000 |
Weighted average diluted shares outstanding: | 968,504 | 518,105 |
Statement Of Stockholders' Equi
Statement Of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated [Deficit] | Total |
Beginning balance, shares at Dec. 31, 2018 | 10,000 | 518,105 | 7,953 | |||
Beginning balance, value at Dec. 31, 2018 | $ 100 | $ 5,181 | $ (40,773) | $ 8,451,308 | $ (8,461,493) | $ (45,677) |
Share redemptions, shares | 3,205 | |||||
Share redemptions, value | $ (5,807) | (5,807) | ||||
Contribution from shareholders | 0 | |||||
Net loss | (73,773) | (73,773) | ||||
Ending balance, shares at Mar. 31, 2019 | 10,000 | 518,105 | 11,158 | |||
Ending balance, value at Mar. 31, 2019 | $ 100 | $ 5,181 | $ (46,580) | 8,451,308 | (8,535,266) | (125,257) |
Beginning balance, shares at Dec. 31, 2019 | 23,500 | 518,105 | 14,176 | |||
Beginning balance, value at Dec. 31, 2019 | $ 235 | $ 5,181 | $ (60,395) | 8,664,158 | (8,928,727) | (319,548) |
Share redemptions, value | 0 | |||||
Shares consolidation, value | $ (5,129) | 5,129 | ||||
Balance (Adjusted), shares | 23,500 | 518,105 | 14,176 | |||
Balance (Adjusted), value | $ 235 | $ 52 | $ (60,395) | 8,669,287 | (8,928,727) | (319,548) |
Shares issuance, shares | 710,000 | |||||
Shares issuance, value | $ 71 | 71,009 | 71,080 | |||
Conversion of notes payable, shares | 339,553 | |||||
Conversion of notes payable, value | $ 34 | 271,608 | 271,642 | |||
Conversion of preferred shares to common shares, shares | (10,000) | 100,000 | ||||
Conversion of preferred shares to common shares, value | $ (100) | $ 10 | 90 | |||
Contribution from shareholders | 13,262 | 13,262 | ||||
Forgiveness of shareholder advances | 19,443 | 19,443 | ||||
Net loss | (70,455) | (70,455) | ||||
Ending balance, shares at Mar. 31, 2020 | 13,500 | 1,667,658 | 14,176 | |||
Ending balance, value at Mar. 31, 2020 | $ 135 | $ 167 | $ (60,395) | $ 9,044,699 | $ (8,999,182) | $ (14,576) |
Statements Of Cash Flows Unaudi
Statements Of Cash Flows Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (70,455) | $ (73,773) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 72 | 72 |
Interest added to notes payable | 2,365 | 6,414 |
Share-based payments | 38,080 | 0 |
Changes in assets and liabilities: | ||
(Increase) decrease in cash in attorneys trust account | 0 | 11,834 |
(Increase) decrease in accounts payable and accrued liabilities | 15,500 | (6,637) |
Net cash used in operating activities | (14,438) | (62,090) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 0 | 125,008 |
Proceeds from shareholder advance | 0 | 19,443 |
Redemption of common shares | 0 | (5,807) |
Contribution from shareholders | 13,262 | 0 |
Net cash provided by (used) in financing activities | 13,262 | 138,644 |
Net increase (decrease) in cash | (1,176) | 76,554 |
Cash and cash equivalents, beginning | 1,557 | 76,286 |
Cash and cash equivalents, ending | 381 | 152,840 |
Supplemental cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash and investing activities: | ||
Forgiveness of accrued officer compensation | $ 33,000 | $ 0 |
Organization and liquidity
Organization and liquidity | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and liquidity | Note 1. Organization and liquidity We (the “ ” On March 3, 2020, a stock purchase agreement (the “Agreement”) was entered into by and between Huihe Zheng and Tim Shannon, our then controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President and director. Pursuant to the Agreement, Mr. Shannon sold to Mr. Zheng (i) 710,000 (71,000,000 shares before the Reverse Stock Split as defined below) shares of our common stock, representing 42.6% of our total issued and outstanding shares of common stock as of March 9, 2020 and (ii) 13,500 (1,350,000 shares before the Reverse Stock Split as defined below) Series B Preferred Shares, each entitling the holder to 100 votes on all corporate matters submitted for stockholder approval, in consideration of $500,000 in cash from Mr. Zheng’s personal funds. The shares of common stock and Series B Preferred Shares acquired by Mr. Zheng, in the aggregate, represented 68.3% of our outstanding voting securities as of March 9, 2020, and the acquisition of such shares resulted in a change in control of our company. On March 11, 2020, we incorporated QDM International Inc. ( “ ” “ ” “ ” “ ” Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company being the surviving entity. As a result, the separate corporate existence of Merger Sub ceased and the Company became a direct, wholly-owned subsidiary of QDM. Pursuant to the Merger Agreement and as a result of the Merger, all issued and outstanding shares of common stock and Series B Preferred Shares of the Company were converted into shares of QDM common stock and Series B Preferred Shares of QDM, respectively, on a one-for-one basis, with QDM securities having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of the Company’s securities being converted. As a result, upon consummation of the Merger, all of our stockholders immediately prior to the Merger became stockholders of QDM. Upon consummation of the Merger, QDM became the successor issuer to the Company pursuant to 12g-3(a) and as a result shares of QDM Common Stock was deemed to be registered under Section 12(g) of the Exchange Act. Before the change in control, we were a telemedicine company that offered telemedicine access to K-12 schools at no cost to those schools and bill the patient’s insurance or Medicaid for the consultation. After the change in control, the Company plans to conduct insurance brokerage business in Hong Kong. The Company plans to implement this business plan through formation or acquisition of an existing insurance brokerage business. To implement its business plan, starting in the three months ending June 30, 2020, the Company engaged professionals (legal counsel and accountants) to evaluate the optimal corporate structure for its new business and conduct due diligence on a potential target. The Company expects to complete the formation or acquisition of the insurance brokerage business in the second half of 2020 but its ability to execute on its business plan and initiatives will depend upon, among others factors, the developments of the COVID -19 pandemic, including the duration and spread of the COVID 19 and lockdown restrictions imposed by the respective various governments and oversight bodies in China. Going Concern Our accompanying financial statements contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have suffered recurring losses from operations and have stockholder and working capital deficits at March 31, 2020. Our primary liabilities as of March 31, 2020 consist of short-term accounts payable and accrued liabilities that are due within 12 months. We recognize we will ultimately need to raise additional funds either through debt or equity financing to sustain our operations. We plan to continue to closely monitor our general and administrative expenses in 2020 and make adjustments when possible. Absent our ability to be successful in such endeavors, we may seek to raise capital from existing shareholders. While we believe we will obtain adequate cash to meet our commitments in 2020, there can be no assurance that our beliefs will come to fruition in which case we would most likely have continuing as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary Of Significant Accounting Policies | |
Summary of significant accounting policies | Note 2. Summary of significant accounting policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Cash and Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets, ranging from 3 to 10 years. Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred. Long Lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. No such impairment losses have been identified by the Company for the three months ended March 31, 2020 and 2019. Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue. Revenue is recognized when the following criteria are met: · Identification of the contract, or contracts, with customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, we satisfy performance obligation. The Company did not generate any revenue during the three months ended March 31, 2020 and 2019. Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain 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. The reported amounts of revenues and expenses may be affected by the estimates management is required to make. Actual results could differ from those estimates. Advertising Costs Advertising costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations for the three months ended March 31, 2020 and 2019. Fair Value of Financial Instruments At March 31, 2020, our short-term financial instruments consist primarily of cash and accounts payable and accrued liabilities. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments. Segment Information The Company follows Financial Accounting Standards Board (FASB) ASC 280-10, Segment Reporting. Under ASC 280-10, certain information is disclosed based on the way management organizes financial information for making operating decisions and assessing performance. We currently operate in a single segment and will evaluate additional segment disclosure requirements if we expand our operations. Income Taxes We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. We follow guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the three months ended March 31, 2020. Our methods of tax accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carryforwards of net operating losses, all of our federal and state income tax returns remain subject to audit. Stock-Based Compensation We recognize stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting from all share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. Basic Loss Per Share We calculate basic loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3. Property and Equipment Property and equipment consist of the following at March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Office equipment $ 1,664 $ 1,664 Less accumulated depreciation (1,121 ) (1,043 ) $ 543 $ 615 Depreciation charged to operations was $72 and $72 for the three months ended March 31, 2020 and 2019, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable Notes payable at December 31, 2019 represented promissory notes issued during 2018 with aggregate principal amounts of $241,067. These notes bore a simple interest at 12.0% and were due and payable for varying terms ranging from one to two years after their issuance. The notes were convertible to shares of common stock of the Company at a conversion price per share of $0.008, subject to adjustments for stock splits and combinations. During the three months ended March 31, 2020, these promissory notes were converted to shares of common stock. The balance of $271,642 in notes payable with interest accrued was converted into shares of common stock (refer to Note 5 below). |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Note 5. Equity Reverse Stock Split In May 2020, the Company effected a reverse stock split whereby each 100 issued and outstanding shares of common stock were consolidated into one share of common stock and each 100 issued and outstanding shares of preferred stock were consolidated into one share of preferred stock (the “Reverse Stock Split”). As the Reverse Stock Split occurred after March 31, 2020, the Company has retrospectively accounted for the change in the current and prior period financial statements that are presented in these condensed interim financial statements. Common Stock In January 2020, the Company converted its outstanding convertible notes into shares of common stock. The $271,642 in notes payable with interest accrued was converted into 339,553 (33,955,250 before the Reverse Stock Split) shares of common stock at a price of $0.8 per share ($0.008 per share before the Reverse Stock Split). In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon during the three months ended March 31, 2020. There were no treasury stock transactions during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company redeemed 3,205 (320,500 before the Reverse Stock Split) shares of common stock at a cost of $5,807. Preferred Shares In February 2020, 10,000 (1,000,000 before the Reverse Stock Split) shares of Series A preferred shares were converted into 100,000 (10,000,000 before the Reverse Stock Split) shares of common stock. Additional Paid-in-capital During the three months ended March 31, 2020, the Company received capital contribution of $13,262 from its shareholder for working capital uses. The capital contribution was recorded in additional paid-in-capital. During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him. Since this was a forgiveness of related party loan, the gain from the forgiveness of the loan was treated as a capital transaction and the amount was recorded in additional paid-in-capital. No compensation cost was recognized during the three months ended March 31, 2020 or 2019 as a result of stock options. We had no exercisable options outstanding at March 31, 2020. |
Related Party Transaction
Related Party Transaction | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transaction | |
Related Party Transaction | Note 6. Related Party Transaction In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon during the three months ended March 31, 2020. During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him and the amount forgiven was recorded in additional paid-in capital. During the 4 th |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7. Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2020 has determined that it does not have any material subsequent events to disclose in these financial statements other than the one below: In May 2020, the Company executed the Reverse Stock Split. As the Reverse Stock Split occurred before the March 31, 2020 condensed interim financial statements are available to be issued, the Company has retrospectively accounted for the change in the current and prior period financial statements that are presented in these condensed interim financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary Of Significant Accounting Policies Policies Abstract | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets, ranging from 3 to 10 years. Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred. |
Long Lived Assets | Long Lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. No such impairment losses have been identified by the Company for the three months ended March 31, 2020 and 2019. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue. Revenue is recognized when the following criteria are met: · Identification of the contract, or contracts, with customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, we satisfy performance obligation. The Company did not generate any revenue during the three months ended March 31, 2020 and 2019. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain 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. The reported amounts of revenues and expenses may be affected by the estimates management is required to make. Actual results could differ from those estimates. |
Advertising Costs | Advertising Costs Advertising costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations for the three months ended March 31, 2020 and 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments At March 31, 2020, our short-term financial instruments consist primarily of cash and accounts payable and accrued liabilities. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments. |
Segment Information | Segment Information The Company follows Financial Accounting Standards Board (FASB) ASC 280-10, Segment Reporting. Under ASC 280-10, certain information is disclosed based on the way management organizes financial information for making operating decisions and assessing performance. We currently operate in a single segment and will evaluate additional segment disclosure requirements if we expand our operations. |
Income Taxes | Income Taxes We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. We follow guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the three months ended March 31, 2020. Our methods of tax accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carryforwards of net operating losses, all of our federal and state income tax returns remain subject to audit. |
Stock-Based Compensation | Stock-Based Compensation We recognize stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting from all share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. |
Basic Loss Per Share | Basic Loss Per Share We calculate basic loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We do not believe any recently issued accounting standards will have a material impact on our financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property And Equipment | |
Schedule of property and equipment | Property and equipment consist of the following at March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Office equipment $ 1,664 $ 1,664 Less accumulated depreciation (1,121 ) (1,043 ) $ 543 $ 615 |
Organization and liquidity (Det
Organization and liquidity (Details Narrative) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse Stock Split | Mr. Shannon sold to Mr. Zheng (i) 710,000 (71,000,000 shares before the Reverse Stock Split as defined below) shares of our common stock, representing 42.6% of our total issued and outstanding shares of common stock as of March 9, 2020 and (ii) 13,500 (1,350,000 shares before the Reverse Stock Split as defined below) Series B Preferred Shares, each entitling the holder to 100 votes on all corporate matters submitted for stockholder approval, in consideration of $500,000 in cash from Mr. Zheng’s personal funds. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Impairment losses | $ 0 | $ 0 |
Revenues | 0 | 0 |
Advertising costs | 0 | $ 0 |
Uncertain tax positions | $ 0 | |
Minimum [Member] | ||
Estimated useful lives | 3 years | |
Maximum [Member] | ||
Estimated useful lives | 10 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 1,664 | $ 1,664 |
Less accumulated depreciation | (1,121) | (1,043) |
Property plant and equipment, net | $ 543 | $ 615 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 72 | $ 72 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Debt Disclosure [Abstract] | |
Principal amounts | $ 241,067 |
Interest rate | 12.00% |
Conversion price | $ / shares | $ 0.008 |
Debt conversion | $ 271,642 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 29, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Reverse stock split | Each 100 | ||
Debt conversion amount | $ 271,642 | ||
Debt conversion shares | 339,553 | ||
Share Price | $ 0.8 | ||
Compensation expenses | $ 38,080 | $ 0 | |
Stock Issued During Period, Shares, Stock Splits | 3,205 | ||
Stock Issued During Period, Value, Stock Splits | $ 5,807 | ||
Capital contribution | $ 13,262 | $ 0 | |
Preferred Stock [Member] | |||
Shares issued | |||
Number of common stock converted | 10,000 | ||
Preferred Stock, Shares Issued upon Conversion | 100,000 | ||
Capital contribution | |||
Tim Shannon | |||
Shares issued | 710,000 | ||
Accrued compensation expenses | $ 33,000 | ||
Compensation expenses | $ 38,080 | ||
Proceeds from shareholder advance | $ 19,443 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 29, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Compensation expenses | $ 38,080 | $ 0 | |
Principal amounts | $ 241,067 | ||
Interest rate | 12.00% | ||
Conversion price | $ 0.008 | ||
Tim Shannon | |||
Shares issued | 710,000 | ||
Accrued compensation expenses | $ 33,000 | ||
Compensation expenses | $ 38,080 | ||
Proceeds from shareholder advance | $ 19,443 |