Cover
Cover - shares | 6 Months Ended | |
Feb. 28, 2023 | Apr. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 000-54013 | |
Entity Registrant Name | QUALITY ONLINE EDUCATION GROUP INC. | |
Entity Central Index Key | 0001439237 | |
Entity Tax Identification Number | 42-1743717 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Unit 1 | |
Entity Address, Address Line Two | 60 Riviera Dr. | |
Entity Address, City or Town | Markham | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | L3R 5M1 | |
City Area Code | 647 | |
Local Phone Number | 776 8618 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,855,065,263 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENT OF BALANCE SHEET - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Current Assets | ||
Cash | $ 167,920 | $ 106,457 |
Account receivables | 0 | 6,495 |
Other receivables | 23,600 | 3,998 |
Prepayments and other current assets | 12,873 | 9,821 |
Total current assets | 204,394 | 126,771 |
Intangible assets | 759,266 | 759,266 |
Property, plant and equipment, net | 819,183 | 3,213 |
Total Assets | 1,782,842 | 889,250 |
Current Liabilities: | ||
Accounts Payable | 156,893 | 162,686 |
Receipt in advance | 3,046,450 | 1,806,660 |
Third party loan payable | 18,736 | 63,090 |
Assets acquisition payable | 110,221 | 111,045 |
Due to related party | 405,407 | 197,926 |
Accrued liabilities and other payable | 125,810 | 108,222 |
Total current liabilities | 3,863,518 | 2,449,629 |
Long-term loan | ||
Long-term accounts payable | 88,177 | 88,836 |
Total liabilities | 3,951,695 | 2,538,465 |
Share capital | ||
Preferred shares, $0.0001 par value Issued and outstanding shares - 1,000,000 | 100 | 100 |
Common shares, $0.0001 par value Issued and outstanding shares - 1,783,310,675 | 174,310 | 171,119 |
Exchangeable shares, $0.0001 par value Issued and outstanding shares - 1,194,308,876 | 119,431 | 120,789 |
Additional paid in capital | 8,016,820 | 7,652,022 |
Retained Earnings | (10,508,506) | (9,604,761) |
Accumulated other comprehensive loss | 28,991 | 11,516 |
Total stockholders’ equity | (2,168,854) | (1,649,215) |
Total liabilities and stockholders’ equity | $ 1,782,842 | $ 889,250 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENT OF BALANCE SHEET (Parenthetical) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1,783,310,675 | 1,783,310,675 |
Common stock, shares outstanding | 1,783,310,675 | 1,783,310,675 |
Exchangeable shares, par value | $ 0.0001 | $ 0.0001 |
Exchangeable shares issued | $ 1,194,308,876 | $ 1,194,308,876 |
Exchangeable shares outstanding | $ 1,194,308,876 | $ 1,194,308,876 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 812,743 | $ 317,325 |
Total Revenues | 812,743 | 317,325 |
Cost of Revenue | 397,876 | 150,515 |
Total Cost of Revenues | 397,876 | 150,515 |
Gross Profit (Loss) | 414,867 | 166,810 |
Operating expenses: | ||
Advertising & Marketing | 10,685 | 5,798 |
Depreciation | 0 | 901 |
Financing Costs | 34,144 | 9,392 |
Commission | 494,788 | 112,153 |
Rent or lease payments | 5,857 | 9,565 |
Business consulting | 661,858 | 1,195,148 |
Legal & Professional fees | 8,950 | 4,292 |
Meal & Entertainment | 2,153 | 786 |
Taxes & Licenses | 2,397 | 0 |
General & Administrative expenses | 15,811 | 16,029 |
Payroll & Benefits | 81,969 | 14,574 |
Total operating expenses | 1,318,612 | 1,368,638 |
Income from Operations | (903,745) | (1,201,829) |
Income before income taxes | (903,745) | (1,201,829) |
Provision for income taxes | ||
Net Income (loss) | (903,745) | (1,201,829) |
Foreign currency translation adjustment | ||
Comprehensive income | $ (903,745) | $ (1,201,829) |
Earning/(loss) per share - Basic | $ 0 | $ 0 |
Earning/(loss) per share - Diluted | $ 0 | $ 0 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands | Preferred Stock [Member] | Exchangeable Shares [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Foreign Currency Translation Gain [Member] | Total |
Beginning balance, value at Nov. 30, 2021 | $ 100 | $ 117,485 | $ 168,889 | $ 4,518,826 | $ (4,053,079) | $ (221,896) | $ 243,951 |
Beginning balance, shares at Nov. 30, 2021 | 1,000 | 1,174,848 | 1,728,095 | ||||
Shares issuance | $ 3,304 | $ 2,080 | 5,384 | ||||
Shares issuance, shares | 33,037 | 20,808 | |||||
Capital in excess of par value | 916,387 | 916,387 | |||||
Net loss for the period | (2,093,665) | (2,093,665) | |||||
Foreign currency translation gain | 217,868 | 217,868 | |||||
Ending balance, value at Feb. 28, 2022 | $ 100 | $ 120,789 | $ 170,969 | 5,435,213 | (6,146,744) | (4,028) | 710,077 |
Ending balance, shares at Feb. 28, 2022 | 1,000 | 1,207,885 | 1,748,903 | ||||
Beginning balance, value at Nov. 30, 2022 | $ 100 | $ 120,789 | $ 171,119 | 7,652,022 | (9,604,761) | 11,516 | (1,649,215) |
Beginning balance, shares at Nov. 30, 2022 | 1,000 | 1,207,885 | 1,751,403 | ||||
Shares issuance | $ 1,358 | $ 3,191 | 1,833 | ||||
Shares issuance, shares | 13,576 | 31,908 | |||||
Capital in excess of par value | 364,798 | 364,798 | |||||
Net loss for the period | (903,745) | (903,745) | |||||
Foreign currency translation gain | 17,475 | 17,475 | |||||
Ending balance, value at Feb. 28, 2023 | $ 100 | $ 119,431 | $ 174,310 | $ 8,016,820 | $ (10,508,506) | $ 28,991 | $ (2,168,854) |
Ending balance, shares at Feb. 28, 2023 | 1,194,309 | 1,783,311 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOW - USD ($) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash flows from operating activities: | ||
Net Loss | $ (903,745) | $ (1,201,829) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 0 | 901 |
Stock-based compensation | 176,644 | 720,638 |
Accounts receivable & other receivable | (13,107) | 160,634 |
Prepayments and other assets | (3,052) | 0 |
Accounts payables | (6,452) | (149,776) |
Accrued expenses and other liabilities | 17,587 | (20,395) |
Advanced from customers | 1,239,790 | 502,967 |
Net cash provided by (used in) operating activities | 507,665 | 13,140 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (815,969) | (2,365) |
Additions to intangible assets | ||
Net cash provided (used in) investing activities | (815,969) | (2,365) |
Cash flows from financing activities: | ||
Due to related party | 207,481 | 20,434 |
Proceeds from third party loan | (45,178) | 12,533 |
Share subscriptions | 189,987 | 0 |
Net cash provided (used in) financing activities | 352,291 | 32,967 |
Effect of exchange rate changes on cash | 17,475 | (4,710) |
Net increase in cash | 61,464 | 39,032 |
Cash, beginning of period | 106,457 | 87,683 |
Cash, end of period | $ 167,920 | $ 126,715 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Feb. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 NATURE OF BUSINESS Quality Online Education Group Inc. (QOEG) is a leading E-learning company which provides comprehensive online lessons to students in different parts of the world. It locates in Toronto of Canada and has one wholly owned subsidiary company: Golden Bridge Human Resources Consulting Inc., an Ontario, Canada, based company provides tutoring services and courseware development services. We are the pioneer and leader of providing real-time online small group classes. We deliver quality education to students and noticeable results from our passionate teachers and teaching assistants. With our Artificial Intelligent system, we combined Education and Entertainment (Edu-tertainment) in part of the learning. It is our mission to develop confidence in our students so they can reach their goals with happiness and efficiency! The main business scope of the Group includes K12 English Online education services, courseware development and Education-technology platform development. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 GOING CONCERN The Company’s ability to continue operating as a “going concern” is dependent on its ability to increase revenues and raise sufficient additional working capital. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which contemplates realization of assets and liquidation of liabilities in the ordinary course of business. The Company’s grossing billing are continuing increased significantly since last year. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of QOEG and its subsidiaries and have been prepared in accordance with generally accepted accounting principles (“GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Financial Statements in U.S. dollars The reporting currency of the Company is the U.S. dollar (“dollar”). The dollar is the functional currency of the Company and the Company’s U.S. subsidiary. The financial statements of the non-US subsidiaries are translated to U.S. dollars using the methods mandated by ASC 830. Cash and Cash Equivalents The Company considers all highly liquid investments originally purchased with maturities of three months or less to be cash equivalents. These financial statements have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the sales price of fee is fixed or determinable, and its collectability is reasonably assured. Stock based compensation The Company records stock-based compensation in accordance with the ASC 718 “Shares-Based Compensation” FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Foreign Currency The Company translates the financial statements of our foreign subsidiaries from the local (functional) currencies to U.S. dollars. The rates of exchange at each fiscal year end are used for translating the assets and liabilities and the average monthly rates of exchange for each year are used for the consolidated statements of operations and comprehensive loss. Gains or losses resulting from the translation of the foreign subsidiaries’ financial statements are included in the accompany consolidated balance sheets as a separate component of stockholder’s equity. |
STOCKHOLDERS_ EQUITY COMMON STO
STOCKHOLDERS’ EQUITY COMMON STOCK | 6 Months Ended |
Feb. 28, 2023 | |
Total Equity: | |
STOCKHOLDERS’ EQUITY COMMON STOCK | NOTE 4: STOCKHOLDERS’ EQUITY COMMON STOCK After the acquisition and merger on Aug 31,2020, the management had canceled the original common stock of the Company and authorized new share capital. It consists of 50,000,000 39,129,789 3,581,517 5,000,000,000 Pursuant to the Share Exchange Agreement dated Aug 31, 2020, ADGS Advisory, Inc. (previous name before name change in May 2021) and QOEG started to exchange shares. As of February 28, 2023, there were 1,207,885,627 5,000,000,000 20,000,000 1,749,903,669 1,000,000 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Feb. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5: INCOME TAXES The net operating loss carryovers may be subject to limitation under Internal Revenue Code due to significant changes in the Company’s ownership. The Company has provided a full valuation allowance against the full amount of the net operating loss benefit, since, in the opinion of management, based upon the earnings history of the Company it is more likely than not that the benefit will not be realized. |
LOAN FROM SHAREHOLDERS
LOAN FROM SHAREHOLDERS | 6 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
LOAN FROM SHAREHOLDERS | NOTE 6: LOAN FROM SHAREHOLDERS In support of the Company’s efforts and cash requirements, it may rely on advances from shareholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. The loans are payable on demand, unsecured and bears no interest. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Feb. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7: COMMITMENTS AND CONTINGENCIES The Company has entered into a service contract with Tianjin Zhipin Education Technology Co., Ltd as one of the outsourcing vendors on global online market research, education consulting and information technology consulting service in September 2021 for three years. The Company is not aware of any litigation incidental to the conduct of our business as of February 28, 2023. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of QOEG and its subsidiaries and have been prepared in accordance with generally accepted accounting principles (“GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Financial Statements in U.S. dollars | Financial Statements in U.S. dollars The reporting currency of the Company is the U.S. dollar (“dollar”). The dollar is the functional currency of the Company and the Company’s U.S. subsidiary. The financial statements of the non-US subsidiaries are translated to U.S. dollars using the methods mandated by ASC 830. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments originally purchased with maturities of three months or less to be cash equivalents. These financial statements have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the sales price of fee is fixed or determinable, and its collectability is reasonably assured. |
Stock based compensation | Stock based compensation The Company records stock-based compensation in accordance with the ASC 718 “Shares-Based Compensation” FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. |
Foreign Currency | Foreign Currency The Company translates the financial statements of our foreign subsidiaries from the local (functional) currencies to U.S. dollars. The rates of exchange at each fiscal year end are used for translating the assets and liabilities and the average monthly rates of exchange for each year are used for the consolidated statements of operations and comprehensive loss. Gains or losses resulting from the translation of the foreign subsidiaries’ financial statements are included in the accompany consolidated balance sheets as a separate component of stockholder’s equity. |
STOCKHOLDERS_ EQUITY COMMON S_2
STOCKHOLDERS’ EQUITY COMMON STOCK (Details Narrative) - shares | Feb. 28, 2023 | Nov. 30, 2022 | Oct. 07, 2020 | Aug. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, shares authorized | 5,000,000,000 | 50,000,000 | ||
Common stock, shares outstanding | 39,129,789 | |||
Free trading shares of common stock | 3,581,517 | |||
Exchangeable shares | 1,783,310,675 | 1,783,310,675 | ||
Common stock, shares issued | 1,783,310,675 | 1,783,310,675 | ||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||
QOEG [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, shares authorized | 5,000,000,000 | |||
Exchangeable shares | 1,207,885,627 | |||
Preferred stock, shares authorized | 20,000,000 | |||
Common stock, shares issued | 1,749,903,669 | |||
Preferred stock, shares issued | 1,000,000 | |||
Preferred stock, shares outstanding | 1,000,000 |