Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 27, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Avalon GloboCare Corp. | ||
Entity Central Index Key | 1,630,212 | ||
Document Type | 10-K | ||
Trading Symbol | avco | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 40,000 | ||
Entity Common Stock, Shares Outstanding | 64,628,622 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 2,886,189 | $ 109,586 |
Accounts receivable - related party, net of allowance for doubtful accounts | 70,228 | |
Prepaid expenses and other | 749,796 | |
Total Current Assets | 3,706,213 | 109,586 |
Property, plant and equipment, net | 295 | |
Total Assets | 3,706,508 | 109,586 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 22,334 | 16,600 |
Accounts payable and accrued liabilities - related parties | 8,587 | 18,208 |
Income taxes payable | 20,976 | |
VAT and other taxes payable | 11,270 | |
Due to related parties | 97,150 | 88,150 |
Total Current Liabilities | 160,317 | 122,958 |
Commitments and Contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2016 and 2015 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 61,628,622 and 50,000,000 shares issued and outstanding at December 31, 2016 and 2015, respectively | 6,163 | 5,000 |
Additional paid-in capital | 3,681,387 | 84,000 |
Accumulated deficit | (53,369) | (102,372) |
Statutory reserve | 6,578 | |
Accumulated other comprehensive loss - foreign currency translation adjustment | (94,568) | |
Total Stockholders' Equity (Deficit) | 3,546,191 | (13,372) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 3,706,508 | $ 109,586 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 490,000,000 | 490,000,000 |
Common stock, issued | 61,628,622 | 50,000,000 |
Common stock, outstanding | 61,628,622 | 50,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
REVENUE | ||
Revenue | ||
Revenue - related parties | 616,446 | |
Total Revenue | 616,446 | |
COST OF REVENUE | ||
Cost of revenue | ||
Cost of revenue - related parties | 73,066 | |
Total Cost of Revenue | 73,066 | |
GROSS PROFIT | 543,380 | |
OPERATING EXPENSES: | ||
Selling expense | 6,894 | |
Professional fees | 83,900 | 395,780 |
Other general and administrative | 18,480 | 63,773 |
Total Operating Expenses | 102,380 | 466,447 |
INCOME (LOSS) FROM OPERATIONS | (102,380) | 76,933 |
OTHER INCOME | ||
Interest Income | 8 | 575 |
Total Other Income | 8 | 575 |
INCOME (LOSS) BEFORE INCOME TAXES | (102,372) | 77,508 |
INCOME TAXES | 21,927 | |
NET INCOME (LOSS) | (102,372) | 55,581 |
COMPREHENSIVE LOSS | ||
NET INCOME (LOSS) | (102,372) | 55,581 |
Unrealized foreign currency translation loss | (94,568) | |
COMPREHENSIVE LOSS | $ (102,372) | $ (38,987) |
NET INCOME (LOSS) PER COMMON SHARES: | ||
Basic and diluted (in dollars per share) | $ (0.002) | $ 0.001 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in shares) | 50,000,000 | 51,139,475 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Statutory Reserve | Accumulated Other Comprehensive Loss | Total |
Balance at beginning at May. 17, 2015 | $ 5,000 | $ (5,000) | |||||
Balance at beginning (in shares) at May. 17, 2015 | 50,000,000 | ||||||
Reorganization of company | 89,000 | 89,000 | |||||
AHS founders' contribution | 89,000 | ||||||
Distribution of Avalon GloboCare Corp.'s shares to AHS's founders | |||||||
Foreign currency translation adjustment | |||||||
Net income (loss) | (102,372) | (102,372) | |||||
Balance at end at Dec. 31, 2015 | $ 5,000 | 84,000 | (102,372) | (13,372) | |||
Balance at end (in shares) at Dec. 31, 2015 | 50,000,000 | ||||||
Reorganization of company | $ 175 | (175) | |||||
Reorganization of company (in shares) | 1,750,000 | ||||||
Common shares issued for services | $ 261 | 52,289 | 52,550 | ||||
Common shares issued for services (in shares) | 2,608,622 | ||||||
Common shares sold for cash | $ 727 | 3,634,273 | 3,635,000 | ||||
AHS founders' contribution | 141,000 | 141,000 | |||||
Distribution of Avalon GloboCare Corp.'s shares to AHS's founders | (230,000) | (230,000) | |||||
Appropriation to statutory reserve | (6,578) | 6,578 | |||||
Foreign currency translation adjustment | (94,568) | (94,568) | |||||
Net income (loss) | 55,581 | 55,581 | |||||
Balance at end at Dec. 31, 2016 | $ 6,163 | $ 3,681,387 | $ (53,369) | $ 6,578 | $ (94,568) | $ 3,546,191 | |
Balance at end (in shares) at Dec. 31, 2016 | 61,628,622 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (102,372) | $ 55,581 |
Adjustments to reconcile net income (loss) from operations to net cash provided by (used in) operating activities: | ||
Depreciation expense | 26 | |
Stock-based professional fees | 52,550 | |
Changes in operating assets and liabilities: | ||
Accounts receivable - related party | (73,413) | |
Prepaid expense and other | (50,619) | |
Accounts payable and accrued liabilities | 16,600 | 5,758 |
Accounts payable and accrued liabilities - related parties | 18,208 | (9,607) |
Income taxes payable | 21,927 | |
VAT and other taxes payable | 11,781 | |
NET CASH USED IN OPERATING ACTIVITIES | (67,564) | 13,984 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Prepayment made for acquisition of real property | (700,000) | |
Purchase of Avalon GloboCare Corp.'s shares by AHS | (230,000) | |
Purchase of property, plant and equipment | (334) | |
NET CASH USED IN INVESTING ACTIVITIES | (930,334) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds received from related parties' advance | 88,150 | 9,000 |
Proceeds received from founders' contribution | 89,000 | 141,000 |
Proceeds from sale of common stock | 3,635,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 177,150 | 3,785,000 |
EFFECT OF EXCHANGE RATE ON CASH | (92,047) | |
NET INCREASE IN CASH | 109,586 | 2,776,603 |
CASH - beginning of period | 0 | 109,586 |
CASH - end of period | 109,586 | 2,886,189 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Distribution of Avalon GloboCare Corp.'s shares to founders | $ (230,000) |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Avalon GloboCare Corp. (f/k/a Global Technologies Corp.) (the “Company”) is a Delaware corporation. The Company was incorporated under the laws of the State of Delaware on July 28, 2014. On October 18, 2016, the Company changed its name to Avalon GloboCare Corp. and completed a reverse split its shares of common stock at a ratio of 1:4. On October 19, 2016, the Company entered into and closed a Share Exchange Agreement with the shareholders of Avalon Healthcare System, Inc., a Delaware corporation (“AHS”), each of which are accredited investors (“AHS Shareholders”) pursuant to which we acquired 100% of the outstanding securities of AHS in exchange for 50,000,000 shares of our common stock (the “AHS Acquisition”). AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. As a result of such acquisition, the Company’s operations now are focused on integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. Operating through three major platforms, namely “Avalon Cell”, “Avalon Telemedicine” and “Avalon Rehab”, our “technology + service” ecosystem covers the areas of regenerative medicine, cell-based immunotherapy, exosome technology, telemedicine with medical second opinion/referral services, as well as fertility and rehabilitation medicine. We plan to integrate these services through joint ventures and acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab and Avalon Telemedicine, and long term, through biomedical innovations as part of Avalon Cell. AHS owns 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), which is a wholly foreign-owned enterprise organized under the laws of the China. Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. For accounting purposes, AHS was the surviving entity. The transaction was accounted for as a recapitalization of AHS pursuant to which AHS was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer rather than a reverse acquisition. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of AHS and its wholly-owned subsidiary, Avalon Shanghai immediately following the consummation of this reverse merger transaction. |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN Basis of presentation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Avalon Healthcare System, Inc. and Avalon (Shanghai) Healthcare Technology Co., Ltd. All intercompany accounts and transactions have been eliminated in consolidation. Going concern The Company currently has limited operations. The Company’s operations now are focused on providing outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the People’s Republic of China. The Company is also pursuing the provision of these services in the United States as well as certain strategic partnerships and property ownership and management. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $53,369 at December 31, 2016. The Company has a limited operating history and its continued growth is dependent upon the continuation of providing medical consulting services to its only three clients who are related parties; hence generating revenues, and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires 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 these estimates. Significant estimates during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015 include the allowance for doubtful accounts, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets, accruals for taxes due, and the value of stock-based professional fees. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: · Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. · Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. · Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable – related party, prepaid expenses and other, accounts payable and accrued liabilities, accounts payable and accrued liabilities – related parties, income taxes payable, VAT and other taxes payable, and due to related parties approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and 2015. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At December 31, 2016 and 2015, cash balances in the PRC are $2,525,630 and $0, respectively, are uninsured. At December 31, 2016 and 2015, cash balances in United States are $360,559 and $109,586, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. Concentrations of credit risk Currently, a significant portion of the Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. A portion of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A small portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk At December 31, 2016 and 2015, the Company’s cash balances by geographic area were as follows: Country: December 31, 2016 December 31, 2015 United States $ 360,559 12.5 % $ 109,586 100.0 % China 2,525,630 87.5 % - - Total cash $ 2,886,189 100.0 % $ 109,586 100.0 % Accounts receivable – related party and allowance for doubtful accounts Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable – related party at December 31, 2016. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. Property, plant and equipment Property, plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. Value added tax The Company is subject to a value added tax (“ VAT VAT VAT VAT VAT Revenue recognition Pursuant to the guidance of ASC Topic 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. The Company provides medical related consulting services to its clients. The Company is paid fees for its services by its clients under written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue. Cost of revenue Cost of consulting services includes internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date Research and development Expenditures for research and product development costs are expensed as incurred. The Company did not incur any research and development costs during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. Advertising All costs related to advertising are expensed as incurred. The Company did not incur any advertising expenses during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. Income taxes The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2016 and 2015, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2016 and 2015. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2016 and 2015. Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and its wholly-owned U.S. subsidiary, Avalon Healthcare System Inc. is the U.S. dollar and the functional currency of the Company’s its wholly-owned PRC subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd., is the Chinese Renminbi (“RMB”). For the subsidiary whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2016 were translated at 6.9448 RMB to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statements of for the year ended December 31, 2016 was 6.6435 RMB to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net income (loss) and all changes to the statements of stockholders’ equity (deficit), except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the year ended December 31, 2016 consisted of net income (loss) and unrealized loss from foreign currency translation adjustment. Earnings (loss) per share ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic earnings per share are computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Common stock equivalents are not included in the calculation of diluted earnings per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The Company did not have any common stock equivalents and potentially dilutive common stock outstanding during the year ended December 31, 2016 and during the period from May 18, 2015 (date of inception) through December 31, 2015.The following table presents a reconciliation of basic and diluted net income (loss) per share: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 Net income (loss) for basic and diluted net income (loss) per share of common stock $ 55,581 $ (102,372 ) Weighted average common stock outstanding - basic and diluted 51,139,475 50,000,000 Net income (loss) per common share - basic and diluted $ 0.001 $ (0.002 ) Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. All of the Company's operations are considered by the chief operating decision maker to be aggregated in one reportable operating segment. Currently, all of the Company’s customers are in the People’s Republic of China and all income is derived from consulting services. Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. Reverse stock split The Company effected an one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. Fiscal year end The Company has adopted a fiscal year end of December 31st. Recent accounting pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the impact it may have on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
PREPAID EXPENSES AND OTHER
PREPAID EXPENSES AND OTHER | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER | At December 31, 2016 and 2015, prepaid expenses and other consisted of the following: December 31, 2016 December 31, 2015 Prepayment for acquisition of real property (see note 12 Real property purchase agreement) $ 700,000 $ - Other 49,796 - $ 749,796 $ - |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT At December 31, 2016 and 2015, property, plant and equipment consisted of the following: Useful life December 31, 2016 December 31, 2015 Office equipment 3 Years $ 320 $ - Less: accumulated depreciation (25 ) - $ 295 $ - For the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015, depreciation expense amounted to $26 and $0, respectively, which was included in operating expenses. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At December 31, 2016 and 2015, accounts payable and accrued liabilities consisted of the following: December 31, 2016 December 31, 2015 Accrued professional fees $ 14,080 $ 16,600 Other 8,254 - $ 22,334 $ 16,600 |
VAT AND OTHER TAXES PAYABLE
VAT AND OTHER TAXES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
VAT AND OTHER TAXES PAYABLE | NOTE 7 – VAT AND OTHER TAXES PAYABLE At December 31, 2016 and 2015, VAT and other taxes payable consisted of the following: December 31, 2016 December 31, 2015 VAT tax payable $ 8,768 $ - Other taxes payable 2,502 - $ 11,270 $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS Revenue from related parties and accounts receivable – related party During the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015, revenue from related parties was as follows: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 Medical related consulting services provided to: Shanghai Daopei (1) $ 313,946 $ - Beijing Nanshan (2) 162,500 - Hebei Yanda (3) 140,000 - $ 616,446 $ - (1) Shanghai Daopei is a subsidiary of a company whose chairman is Wenzhao Lu, the major shareholder of the Company. (2) Beijing Nanshan is a subsidiary of a company whose chairman is Wenzhao Lu, the major shareholder of the Company. (3) Hebei Yanda is a subsidiary of a company whose chairman is Wenzhao Lu, the major shareholder of the Company. Accounts receivable – related party, net of allowance for doubtful accounts, at December 31, 2016 and 2015 amounted to $70,228 and $0, respectively, and were related to consulting services provided to Shanghai Daopei, a Chinese entity whose chairman is Wenzhao Lu, the major shareholder of the Company. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable – related party at December 31, 2016. Accounts payable and accrued liabilities – related parties At December 31, 2016 and 2015, the Company owed David Jin, its shareholder, chief executive officer, president and board member, of $6,278 and $18,208, respectively, for travel reimbursements which have been included in accounts payable and accrued liabilities – related parties on the accompanying consolidated balance sheets. At December 31, 2016 and 2015, the Company owed Meng Li, its shareholder, chief operating officer and board member, of $309 and $0, respectively, for travel and other miscellaneous reimbursements which have been included in accounts payable and accrued liabilities – related parties on the accompanying consolidated balance sheets. On October 17, 2016, the Company entered into a lease for office space in New Jersey with a related party (the “Office Lease”). Pursuant to the Office Lease, the monthly rent is $1,000. The term of the Office Lease is one year commencing on November 1, 2016 and will expire on October 31, 2017. As of December 31, 2016, the accrued and unpaid rent expense related to this Office Lease amounted to $2,000 which was included in accounts payable and accrued liabilities – related parties on the accompanying consolidated balance sheets. Due to related parties From time to time, David Jin, shareholder, chief executive officer, president and board member of the Company, provided advances to the Company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. The working capital advance of $500 at December 31, 2016 and 2015 was reflected as due to related parties on the accompanying consolidated balance sheets. From time to time, Meng Li, shareholder, chief operating officer and board member of the Company, provided advances to the Company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. The working capital advance of $87,650 at December 31, 2016 and 2015 was reflected as due to related parties on the accompanying consolidated balance sheets. From time to time, Wenzhao Lu, major shareholder, chairman of the Board of Directors and board member of the Company, provided advances to the Company to supplement its working capital needs. Those advances are short-term in nature, non-interest bearing, unsecured and payable on demand. The working capital advance of $9,000 and $0 at December 31, 2016 and 2015, respectively, was reflected as due to related parties on the accompanying consolidated balance sheets. Distribution to AHS’s founders On September 14, 2016, AHS entered into a stock purchase agreement (the "September Agreement") to acquire 1,500,000 shares of restricted common stock (the “Control Shares”) of Global Technologies Corp., which subsequently changed its name on October 18, 2016 to Avalon GloboCare Corp., for a purchase price of $230,000. Upon purchase of the Control Shares, AHS beneficially owned shares of common stock representing control of Global Technologies Corp.. AHS subsequently assigned the Control Shares to its three founders resulting in Wenzhao Lu receiving 900,000 shares, David Jin receiving 450,000 shares and Meng Li receiving 150,000 shares. AHS recorded the assignment as a distribution to founders/owners with a corresponding debit to additional paid-in capital of $230,000, which was treated as a return of capital in the equity accounts and was recorded as a reduction in additional paid-in capital. Operating lease On October 17, 2016, the Company entered into a lease for office space in New Jersey with a related party (the “Office Lease”). Pursuant to the Office Lease, the monthly rent is $1,000. The term of the Office Lease is one year commencing on November 1, 2016 and will expire on October 31, 2017. For the year ended December 31, 2016, rent expense related to the Office Lease amounted to $2,000. Future minimum rental payment required under the Office Lease is as follows: Year Ending December 31: Amount 2017 $ 10,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 – INCOME TAXES The Company is governed by the Income Tax Law of the PRC and the U.S. Internal Revenue Code of 1986, as amended. Under the Income Tax Laws of PRC, Chinese companies are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. The Company’s subsidiary, Avalon Shanghai, is subject to the statutory rate. The Company has cumulative undistributed earnings from its foreign subsidiary of approximately $59,000 as of December 31, 2016, which is included in the consolidated accumulated deficit and will continue to be indefinitely reinvested in the Company’s PRC operations. Accordingly, no provision has been made for any deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted in the future. As of December 31, 2016, the Company has incurred an aggregate net operating loss of approximately $113,000 for income taxes purposes. The net operating loss carries forward for United States income taxes and may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2036. Management believes that it appears more likely than not that the Company will not realize these tax benefits due to the Company’s limited operating history and continuing losses for United States income taxes purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss carry forward to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary. The table below summarizes the Company’s income taxes provision: Income taxes provision: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 Current $ 21,927 $ - Deferred - - Total provision for income taxes $ 21,927 $ - The table below summarizes the differences between the U.S. statutory rate and the Company’s effective tax rate for the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 U.S. statutory rate 34.0 % 34.0 % Delaware state rate 5.0 % 5.0 % U.S. effective rate in excess of China tax rate (15.8 )% - U.S. valuation allowance 5.1 % (39.0 )% Total provision for income taxes 28.3 % - For the year ended December 31, 2016, income taxes expense related to our operations in the PRC amounted to $21,927. The Company’s approximate net deferred tax assets as of December 31, 2016 and 2015 were as follows: Deferred tax assets: December 31, 2016 December 31, 2015 Net U.S. operating loss carryforward $ 43,904 $ 39,925 Valuation allowance (43,904 ) (39,925 ) Net deferred tax assets $ - $ - At December 31, 2016 and 2015, the valuation allowance was $43,904 and $39,925 related to the U.S. net operating loss carryforward, respectively. During the year ended December 31, 2016, the valuation allowance increased by approximately $4,000. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2016 and 2015 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT) Shares authorized The Company is authorized to issue 10,000,000 shares of preferred stock and 490,000,000 shares of common shares with a par value of $0.0001. There are no shares of its preferred stock issued and outstanding as of December 31, 2016 and 2015. There are 61,628,622 and 50,000,000 shares of its common stock issued and outstanding as of December 31, 2016 and 2015. AHS’s founders’ contribution Between May 18, 2015 (date of inception) and December 31, 2015, AHS’s founders contributed $89,000 to the Company for working capital needs and the Company recorded an increase in additional paid-in capital. During the year ended December 31, 2016, AHS’s founders contributed $141,000 to the Company for working capital needs and the Company recorded an increase in additional paid-in capital. Common shares issued for services On October 19, 2016, pursuant to a legal service agreement, the Company issued 1,056,122 shares of its common stock to a third party for legal services rendered. These shares were valued at the fair value of services rendered at $21,500. For the year ended December 31, 2016, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $21,500. On October 19, 2016, pursuant to a consulting service agreement, the Company issued 1,552,500 shares of its common stock to a party for consulting services rendered in the areas of capital markets advisory. These shares were valued at the fair value of services at $31,050. In connection with the issuance of these shares, the Company recorded stock-based professional fees of $31,050 for the year ended December 31, 2016. Common shares sold for cash On December 19, 2016, the Company sold 7,270,000 shares of common stock at a purchase price of $0.50 per share to several investors pursuant to subscription agreements. The Company did not engage a placement agent with respect to the sale. The Company received proceeds of $3,635,000. Distribution of Avalon GloboCare Corp’s shares to AHS’s founders During the year ended December 31, 2016, AHS made a distribution of Avalon GloboCare Corp.’s shares to three founders/owners which was treated as a return of capital in the equity accounts and was recorded as a reduction in additional paid-in capital (See note 8, Distribution to founders). |
STATUTORY RESERVE
STATUTORY RESERVE | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
STATUTORY RESERVE | NOTE 11 - STATUTORY RESERVE Avalon Shanghai operates in the PRC, are required to reserve 10% of its net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends. The Company made an appropriation to statutory reserve for Avalon Shanghai of $6,578 during the year ended December 31, 2016. |
COMMITMENTS AND CONTINCENGIES
COMMITMENTS AND CONTINCENGIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 12 – COMMITMENTS AND CONTINCENGIES Severance payments The Company has employment agreements with certain employees that provided severance payments upon termination of employment under certain circumstances, as defined in the applicable agreements. The Company has estimated its possible severance payments of approximately $302,000 as of December 31, 2016, which have not been reflected in its consolidated financial statements since the Company concluded that the likelihood is remote at this moment. Capital market consulting service contract On October 19, 2016, the Company entered into a one-year consulting service agreement with a third party who has agreed to provide certain consulting service in the areas of capital markets advisory to the Company. The agreement expires on October 15, 2017. In accordance with this agreement, the Company pays a flat cash fee of $12,000 per month. Legal service contract On November 22, 2016, the Company entered into a legal service agreement with a law firm who has agreed to provide legal and corporate advisory services to the Company. The term of this agreement is on a month to month basis. In accordance to this service agreement, the Company pays a flat cash fee of $15,000 per month. Financial consulting service contract On October 17, 2016, the Company entered into a one-year consulting service agreement with a consultant who has agreed to provide financial consulting service to the Company. In accordance with this agreement, the Company pays a flat fee of $4,800 per month commencing on October 20, 2016. At December 31, 2016, the accrued service fees related to the service agreement was $1,600 which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. Real property purchase agreement On December 22, 2016, the Company entered into an Agreement of Sale (the "Purchase Agreement") with Freehold Craig Road Partnership (“Seller”), a New Jersey partnership, to purchase certain real property located in the Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9, Freehold, NJ 07798 (the "Property"). The purchase price to be paid by the Company for the Property is $7,600,000 in cash. Upon execution of the Purchase Agreement, the Company was required to deposit $700,000 with Seller's escrow agent. The purchase of the Property was expected to close on February 15, 2017. The Company made the payment of $700,000 in December 2016 which was included in prepaid expenses and other on the accompanying consolidated balance sheets. Currently, the Company is processing to sign a supplemental and amendatory agreement with the seller and the closing date will be extended to May 8, 2017 (see note 15 R |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 13 - CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenue for the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. Customer Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 A (Shanghai Daopei, a related party) 51 % 0 B (Beijing Nanshan, a related party) 26 % 0 C (Hebei Yanda, a related party) 23 % 0 One customer, who was a related party, accounted for 100% of the Company’s total outstanding accounts receivable at December 31, 2016. Suppliers No supplier accounted for 10% or more of the Company’s purchase during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. No supplier accounted for 10% of the Company’s total outstanding accounts payable at December 31, 2016 and 2015. Concentrations of credit risk At December 31, 2016 and 2015, cash balances in the PRC are $2,525,630 and $0, respectively, are uninsured. The Company has not experienced any losses in PRC bank accounts and believes it is not exposed to any risks on its cash in PRC bank accounts. The Company maintains its cash in United States bank and financial institution deposits that at times may exceed federally insured limits. As of December 31, 2016 and 2015, the Company’s cash balances in United States bank accounts had approximately $80,000 and $0 in excess of the federally-insured limits, respectively. The Company has not experienced any losses in its United States bank accounts through and as of the date of this report. |
RESTRICTED NET ASSETS
RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
RESTRICTED NET ASSETS | NOTE 14 – RESTRICTED NET ASSETS A portion of the Company’s operations are conducted through its PRC subsidiary, which can only pay dividends out of its retained earnings determined in accordance with the accounting standards and regulations in the PRC and after it has met the PRC requirements for appropriation to statutory reserve. In addition, the Company’s businesses and assets are primarily denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of the Company’s PRC subsidiary to transfer its net assets to the Parent Company through loans, advances or cash dividends. The Company’s PRC subsidiary’s net assets as of December 31, 2016 and 2015 did not exceed 25% of the Company’s consolidated net assets. Accordingly, condensed Parent Company financial statements have not been required in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Subscription agreement On March 3, 2017, the Company entered into and closed a Subscription Agreement with an accredited investor (the "March 2017 Accredited Investor") pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of the Company’s common stock (“March 2017 Shares”) for a purchase price of $3,000,000 (the “Purchase Price”). The offer, sale and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sale was made to an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended. The Company, As of the date hereof, the Company is obligated to DOING in the principal amount of $3,000,000. The BCC Repayment Obligation is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. Further, These March 2017 Shares were deemed as debt due to the mandatorily redeemable feature of the shares that embody an unconditional obligation requiring the Company to repurchase the shares by transferring $3,000,000 with interest of 20% should the terms of the BCC Repayment Obligation not met within one year pursuant to ASC 480 “Distinguishing Liabilities from Equity”. Real property purchase supplemental and amendatory agreement On December 22, 2016, the Company entered into an Agreement of Sale (the "Purchase Agreement") with Freehold Craig Road Partnership (“Seller”), a New Jersey partnership, to purchase certain real property located in the Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9, Freehold, NJ 07798 (the "Property"). The purchase price to be paid by the Company for the Property is $7,600,000 in cash. Upon execution of the Purchase Agreement, the Company was required to deposit $700,000 with Seller's escrow agent. The purchase of the Property was expected to close on February 15, 2017. Currently, the Company is processing to sign a supplemental and amendatory agreement with the seller and the closing date will be extended to May 8, 2017 (see Note 12 under Real property purchase agreement). |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires 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 these estimates. Significant estimates during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015 include the allowance for doubtful accounts, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets, accruals for taxes due, and the value of stock-based professional fees. |
Fair value of financial instruments and fair value measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: · Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. · Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. · Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable – related party, prepaid expenses and other, accounts payable and accrued liabilities, accounts payable and accrued liabilities – related parties, income taxes payable, VAT and other taxes payable, and due to related parties approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and 2015. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At December 31, 2016 and 2015, cash balances in the PRC are $2,525,630 and $0, respectively, are uninsured. At December 31, 2016 and 2015, cash balances in United States are $360,559 and $109,586, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. |
Concentrations of credit risk | Concentrations of credit risk Currently, a significant portion of the Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. A portion of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A small portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk At December 31, 2016 and 2015, the Company’s cash balances by geographic area were as follows: Country: December 31, 2016 December 31, 2015 United States $ 360,559 12.5% $ 109,586 100.0% China 2,525,630 87.5% - - Total cash $ 2,886,189 100.0% $ 109,586 100.0% |
Accounts receivable - related party and allowance for doubtful accounts | Accounts receivable – related party and allowance for doubtful accounts Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable – related party at December 31, 2016. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Impairment of Long-Lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. |
Value added tax | Value added tax The Company is subject to a value added tax (“ VAT VAT VAT VAT VAT |
Revenue Recognition | Revenue recognition Pursuant to the guidance of ASC Topic 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. The Company provides medical related consulting services to its clients. The Company is paid fees for its services by its clients under written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue. |
Cost of revenue | Cost of revenue Cost of consulting services includes internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date |
Research and development | Research and development Expenditures for research and product development costs are expensed as incurred. The Company did not incur any research and development costs during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. |
Advertising | Advertising All costs related to advertising are expensed as incurred. The Company did not incur any advertising expenses during the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015. |
Income Taxes | Income taxes The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2016 and 2015, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2016 and 2015. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2016 and 2015. |
Foreign currency translation | Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and its wholly-owned U.S. subsidiary, Avalon Healthcare System Inc. is the U.S. dollar and the functional currency of the Company’s its wholly-owned PRC subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd., is the Chinese Renminbi (“RMB”). For the subsidiary whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2016 were translated at 6.9448 RMB to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statements of for the year ended December 31, 2016 was 6.6435 RMB to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net income (loss) and all changes to the statements of stockholders’ equity (deficit), except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the year ended December 31, 2016 consisted of net income (loss) and unrealized loss from foreign currency translation adjustment. |
Earnings (loss) per share | Earnings (loss) per share ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic earnings per share are computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Common stock equivalents are not included in the calculation of diluted earnings per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The Company did not have any common stock equivalents and potentially dilutive common stock outstanding during the year ended December 31, 2016 and during the period from May 18, 2015 (date of inception) through December 31, 2015.The following table presents a reconciliation of basic and diluted net income (loss) per share: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 Net income (loss) for basic and diluted net income (loss) per share of common stock $ 55,581 $ (102,372) Weighted average common stock outstanding - basic and diluted 51,139,475 50,000,000 Net income (loss) per common share - basic and diluted $ 0.001 $ (0.002) |
Segment reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. All of the Company's operations are considered by the chief operating decision maker to be aggregated in one reportable operating segment. Currently, all of the Company’s customers are in the People’s Republic of China and all income is derived from consulting services. |
Related parties | Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. |
Reverse Stock Split | Reverse stock split The Company effected an one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. |
Fiscal Year End | Fiscal year end The Company has adopted a fiscal year end of December 31st. |
Recent Accounting Pronouncements | Recent accounting pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the impact it may have on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cash balances by geographic area | At December 31, 2016 and 2015, the Company’s cash balances by geographic area were as follows: Country: December 31, 2016 December 31, 2015 United States $ 360,559 12.5 % $ 109,586 100.0 % China 2,525,630 87.5 % - - Total cash $ 2,886,189 100.0 % $ 109,586 100.0 % |
Schedule of reconciliation of basic and diluted net income (loss) per share | The following table presents a reconciliation of basic and diluted net income (loss) per share: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 Net income (loss) for basic and diluted net income (loss) per share of common stock $ 55,581 $ (102,372 ) Weighted average common stock outstanding - basic and diluted 51,139,475 50,000,000 Net income (loss) per common share - basic and diluted $ 0.001 $ (0.002 ) |
PREPAID EXPENSES AND OTHER (Tab
PREPAID EXPENSES AND OTHER (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other | At December 31, 2016 and 2015, prepaid expenses and other consisted of the following: December 31, 2016 December 31, 2015 Prepayment for acquisition of real property (see note 12 Real property purchase agreement) $ 700,000 $ - Other 49,796 - $ 749,796 $ - |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | At December 31, 2016 and 2015, property, plant and equipment consisted of the following: Useful life December 31, 2016 December 31, 2015 Office equipment 3 Years $ 320 $ - Less: accumulated depreciation (25 ) - $ 295 $ - |
ACCOUNTS PAYABLE AND ACCRUED 26
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | At December 31, 2016 and 2015, accounts payable and accrued liabilities consisted of the following: December 31, 2016 December 31, 2015 Accrued professional fees $ 14,080 $ 16,600 Other 8,254 - $ 22,334 $ 16,600 |
VAT AND OTHER TAXES PAYABLE (Ta
VAT AND OTHER TAXES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Schedule of VAT and other taxes payable | At December 31, 2016 and 2015, VAT and other taxes payable consisted of the following: December 31, 2016 December 31, 2015 VAT tax payable $ 8,768 $ - Other taxes payable 2,502 - $ 11,270 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of provisions (benefit) for income taxes | The table below summarizes the Company’s income taxes provision: Income taxes provision: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 Current $ 21,927 $ - Deferred - - Total provision for income taxes $ 21,927 $ - |
SChedule of differences between U.S. statutory rate and Company's effective tax rate | The table below summarizes the differences between the U.S. statutory rate and the Company’s effective tax rate for the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 U.S. statutory rate 34.0 % 34.0 % Delaware state rate 5.0 % 5.0 % U.S. effective rate in excess of China tax rate (15.8 )% - U.S. valuation allowance 5.1 % (39.0 )% Total provision for income taxes 28.3 % - |
Schedule of deferred income tax assets | The Company’s approximate net deferred tax assets as of December 31, 2016 and 2015 were as follows: Deferred tax assets: December 31, 2016 December 31, 2015 Net U.S. operating loss carryforward $ 43,904 $ 39,925 Valuation allowance (43,904 ) (39,925 ) Net deferred tax assets $ - $ - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Revenue from related parties | During the year ended December 31, 2016 and the period from May 18, 2015 (date of inception) through December 31, 2015, revenue from related parties was as follows: Year Ended December 31, 2016 Period from May 18, 2015 (Date of Inception) through December 31, 2015 Medical related consulting services provided to: Shanghai Daopei (1) $ 313,946 $ - Beijing Nanshan (2) 162,500 - Hebei Yanda (3) 140,000 - $ 616,446 $ - (1) Shanghai Daopei is a subsidiary of a company whose chairman is Wenzhao Lu, the major shareholder of the Company. (2) Beijing Nanshan is a subsidiary of a company whose chairman is Wenzhao Lu, the major shareholder of the Company. (3) Hebei Yanda is a subsidiary of a company whose chairman is Wenzhao Lu, the major shareholder of the Company. |
Future minimum rental payment | Future minimum rental payment required under the Office Lease is as follows: Year Ending December 31: Amount 2017 $ 10,000 |
ORGANIZATION AND NATURE OF OP30
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse split ratio | 1:4 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total cash | $ 2,886,189 | $ 109,586 |
Percentage of credit risk | 100.00% | 100.00% |
United States [Member] | ||
Total cash | $ 360,559 | $ 109,586 |
Percentage of credit risk | 12.50% | 100.00% |
China [Member] | ||
Total cash | $ 2,525,630 | |
Percentage of credit risk | 87.50% |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income (loss) for basic and diluted net income (loss) per share of common stock | $ (102,372) | $ 55,581 |
Weighted average common stock outstanding - basic and diluted | 50,000,000 | 51,139,475 |
Net income (loss) per common share - basic and diluted | $ (0.002) | $ 0.001 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Cash | $ 2,886,189 | $ 109,586 |
PRC [Member] | ||
Cash | 2,525,630 | 0 |
United States [Member] | ||
Cash | $ 360,559 | $ 109,586 |
PREPAID EXPENSES AND OTHER (Det
PREPAID EXPENSES AND OTHER (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Prepayment for acquisition of real property (see note 12 Real property purchase agreement) | $ 700,000 | |
Other | 49,796 | |
Total prepaid expenses and other | $ 749,796 |
PROPERTY, PLANT AND EQUIPMENT35
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 320 | |
Less: accumulated depreciation | (25) | |
Property, Plant and Equipment, Net | $ 295 | |
Office equipment useful life | 3 years |
PROPERTY, PLANT AND EQUIPMENT36
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 26 |
ACCOUNTS PAYABLE AND ACCRUED 37
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 14,080 | $ 16,600 |
Other | 8,254 | |
Total accounts payable and accrued liabilities | $ 22,334 | $ 16,600 |
VAT AND OTHER TAXES PAYABLE (De
VAT AND OTHER TAXES PAYABLE (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes to Financial Statements | ||
VAT tax payable | $ 8,768 | |
Other taxes payable | 2,502 | |
VAT and other tax payable | $ 11,270 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Medical related consulting services | $ 616,446 | |
Shanghai Daopei [Member] | ||
Medical related consulting services | 313,946 | |
Beijing Nanshan [Member] | ||
Medical related consulting services | 162,500 | |
Hebei Yanda [Member] | ||
Medical related consulting services | $ 140,000 |
RELATED PARTY TRANSACTIONS (D40
RELATED PARTY TRANSACTIONS (Details 1) | Dec. 31, 2016USD ($) |
Related Party Transactions [Abstract] | |
2,017 | $ 10,000 |
RELATED PARTY TRANSACTIONS (D41
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts receivable - related party | $ 0 | $ 70,228 | $ 0 |
Rent expense related to Office Lease | $ 2,000 | ||
Operating lease expire | Oct. 31, 2017 | ||
Distribution of Avalon GloboCare Corp.'s shares to founders | $ (230,000) | 0 | |
David Jin [Member] | |||
Accounts payable and accrued liabilities - related parties | 18,208 | 6,278 | 18,208 |
Working capital advance | 500 | 500 | 500 |
Meng Li [Member] | |||
Accounts payable and accrued liabilities - related parties | 0 | 309 | 0 |
Working capital advance | 87,650 | 87,650 | 87,650 |
Wenzhao Lu [Member] | |||
Working capital advance | $ 9,000 | $ 0 | $ 9,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Income taxes provision: | ||
Current | $ 21,927 | |
Deferred | ||
Total provision for income taxes | $ 21,927 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory rate | 34.00% | 34.00% |
Delaware state rate | 5.00% | 5.00% |
U.S. effective rate in excess of China tax rate | (15.80%) | |
U.S. valuation allowance | (39.00%) | 5.10% |
Total provision for income taxes | (28.30%) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net U.S. operating loss carryforward | $ 43,904 | $ 39,925 |
Valuation allowance | (43,904) | (39,925) |
Total net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 34.00% | 34.00% |
Expiration year | 2,036 | |
Net operating loss for income taxes purposes | $ 113,000 | |
Income taxes expense | 21,927 | |
Valuation allowance | $ 39,925 | $ 43,904 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 19, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Oct. 19, 2016 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, authorised | 490,000,000 | 490,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, issued | ||||
Preferred stock, outstanding | ||||
Common stock, issued | 50,000,000 | 61,628,622 | ||
Common stock, outstanding | 50,000,000 | 61,628,622 | ||
AHS founders' contribution | $ 89,000 | $ 141,000 | ||
Stock-based professional fees | 21,500 | |||
Stock-based professional fees in connection with issuance of shares | $ 31,050 | |||
Common shares sold for cash | 7,270,000 | |||
Purchase price per share | $ .50 | |||
Proceeds from sale of common stock | $ 3,635,000 | |||
Legal Service Agreements [Member] | ||||
Common stock, issued | 1,056,122 | |||
Fair value of services rendered connection with issuance of shares | $ 21,500 | |||
Consulting Service Agreements [Member] | ||||
Common stock, issued | 1,552,500 | |||
Fair value of services rendered connection with issuance of shares | $ 31,050 |
COMMITMENTS AND CONTINCENGIES (
COMMITMENTS AND CONTINCENGIES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 22, 2016 | Nov. 22, 2016 | Oct. 19, 2016 | Oct. 17, 2016 | |
Severance payments | $ 302,000 | ||||
Purchase price of Real Property | $ 7,600,000 | ||||
Deposit | $ 700,000 | ||||
Consulting Service Agreements [Member] | |||||
Flat cash fee | $ 12,000 | ||||
Legal Service Agreements [Member] | |||||
Flat cash fee | $ 15,000 | ||||
Accrued service fees | $ 10,000 | ||||
Consulting Service Agreements [Member] | |||||
Flat cash fee | $ 4,800 | ||||
Accrued service fees | $ 1,600 |
CONCENTRATION (Details)
CONCENTRATION (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
More Than 10% Revenues [Member] | A [Member] | ||
Customer | 51.00% | 0.00% |
More Than 10% Accounts Receivable [Member] | B [Member] | ||
Customer | 26.00% | 0.00% |
More Than 10% Accounts Receivable [Member] | C [Member] | ||
Customer | 23.00% | 0.00% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - PRC [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Uninsured cash balances | $ 2,525,630 | $ 0 |
Cash balances in excess of FDI | $ 80,000 | $ 0 |
STATUTORY RESERVE (Details)
STATUTORY RESERVE (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes to Financial Statements | ||
Statutory reserve | $ 6,578 |
RESTRICTED NET ASSETS (Details
RESTRICTED NET ASSETS (Details Narrative) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes to Financial Statements | ||
Net assets | 25.00% | 25.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |
Mar. 31, 2017 | Dec. 22, 2016 | |
Purchase price of Real Property | $ 7,600,000 | |
Deposit | $ 700,000 | |
Subsequent Event [Member] | ||
Number of common stock purchased | 3,000,000 | |
Purchase price of common Stock | $ 3,000,000 | |
Repurchase price of common stock | $ 3,000,000 |