Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2019 | |
Document And Entity Information | |
Entity Registrant Name | Huahui Education Group Ltd |
Entity Central Index Key | 0001680935 |
Amendment Flag | false |
Document Type | F-1 |
Document Period End Date | Jun. 30, 2019 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 378,136 | $ 189,210 | |
Accounts receivables | 7,253 | ||
Other receivables | 57,935 | 3,423 | 100,000 |
Prepaid expenses and other current assets | 53,770 | 14,677 | |
Amount due from a related party | 7,210 | ||
Total current assets | 504,304 | 207,310 | 100,000 |
Non-current assets: | |||
Leasehold improvements and equipment, net | 121,226 | 24,192 | |
Operating lease right-of-use assets | 425,565 | ||
Deferred tax assets, net | 83,327 | 129,812 | |
Total non-current assets | 630,118 | 154,004 | |
Total assets | 1,134,422 | 361,314 | 100,000 |
Current liabilities: | |||
Deferred revenue | 272,440 | 147,269 | |
Other payables and accruals | 89,517 | 19,896 | |
Current operating lease liabilities | 151,310 | ||
Amount due to related parties | 491,347 | 372,585 | 2,500 |
Total current liabilities | 1,004,614 | 539,750 | 2,500 |
Non current liabilities: | |||
Non-current operating lease liabilities | 274,255 | ||
Total non-current liabilities | 274,255 | ||
Total liabilities | 1,278,869 | 539,750 | 2,500 |
COMMITMENTS AND CONTINGENCIES | |||
EQUITY (DEFICIT) | |||
Share capital ($0.0001 par value, 302,734,900 shares issued and outstanding for the year ended December 31, 2018, 2017 and June 30, 2019) | 30,273 | 30,273 | 30,273 |
Additional paid in capital | (1,140) | (1,140) | 67,227 |
Foreign currency translation reserve | 1,332 | 3,345 | |
Accumulated deficit | (174,912) | (210,914) | |
Total equity (deficit) | (144,447) | (178,436) | 97,500 |
Total liabilities and equity | $ 1,134,422 | $ 361,314 | $ 100,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Share capital, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Share capital, shares issued | 302,734,900 | 302,734,900 | 302,734,900 |
Share capital, shares outstanding | 302,734,900 | 302,734,900 | 302,734,900 |
Balance Sheets (Zhongdehuia (SH
Balance Sheets (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 189,210 | |
Other receivables | 3,423 | 100,000 |
Prepaid expenses and other current assets | 14,677 | |
Total current assets | 207,310 | 100,000 |
Non-current assets: | ||
Leasehold improvements, furniture and equipment, net | 24,192 | |
Deferred tax assets, net | 129,812 | |
Total non-current assets | 154,004 | |
Total assets | 361,314 | 100,000 |
Current liabilities: | ||
Deferred revenue | 147,269 | |
Other payables and accruals | 19,896 | |
Amount due to related parties | 372,585 | 2,500 |
Total current liabilities | 539,750 | 2,500 |
Total liabilities | 539,750 | 2,500 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY (DEFICIT) | ||
Share capital | 30,273 | 30,273 |
Foreign currency translation reserve | 3,345 | |
Accumulated deficit | (210,914) | |
Total equity (deficit) | (178,436) | 97,500 |
Total liabilities and equity | 361,314 | 100,000 |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Current assets: | ||
Cash and cash equivalents | 32,908 | 226,043 |
Other receivables | 3,428 | 31,470 |
Prepaid expenses and other current assets | 14,677 | 7,831 |
Total current assets | 51,013 | 265,344 |
Non-current assets: | ||
Leasehold improvements, furniture and equipment, net | 22,438 | 175,857 |
Deferred tax assets, net | 129,812 | 138,401 |
Total non-current assets | 152,250 | 314,258 |
Total assets | 203,263 | 579,602 |
Current liabilities: | ||
Deferred revenue | 147,269 | 342,920 |
Other payables and accruals | 11,069 | 56,125 |
Amount due to related parties | 158,052 | 620,546 |
Total current liabilities | 316,390 | 1,019,591 |
Total liabilities | 316,390 | 1,019,591 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY (DEFICIT) | ||
Share capital | 325,110 | 136,494 |
Capital reserve | 199,040 | |
Foreign currency translation reserve | (9,224) | (13,994) |
Accumulated deficit | (628,053) | (562,489) |
Total equity (deficit) | (113,127) | (439,989) |
Total liabilities and equity | $ 203,263 | $ 579,602 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 698,117 | $ 212,780 | ||
Cost of revenue | (77,987) | (56,216) | ||
Gross profit | 620,130 | 156,564 | ||
Selling and marketing expenses | (4,518) | (8,947) | ||
General and administrative expense | (542,177) | (31,526) | (470,788) | (2,500) |
Operating income (loss) | 73,435 | (31,526) | (323,171) | (2,500) |
Other expenses, net | (40) | |||
Other income, net | 10,433 | |||
Income (loss) before income taxes | 83,868 | (31,526) | (323,211) | (2,500) |
Income taxes benefits | (47,866) | 43,930 | ||
Loss from continuing operations | (279,281) | |||
Loss from discontinued operations | (30,329) | |||
Net income (loss) | 36,002 | (31,526) | (279,281) | (32,829) |
Foreign currency translation differences | (2,013) | 431 | 3,345 | |
Total comprehensive loss for the years | $ 33,989 | $ (31,095) | $ (275,936) | $ (32,829) |
Basic and diluted loss per ordinary share: | ||||
From continuing operations | $ 0 | $ 0 | ||
From discontinuing operations | $ 0 | $ 0 | ||
Basic and diluted loss per ordinary share | $ 0 | $ 0 | ||
Weighted average number of common shares outstanding - Basic and diluted | 302,734,900 | 302,734,900 | 302,734,900 | 302,734,900 |
Statements of Income (Loss) and
Statements of Income (Loss) and Comprehensive Income (Loss) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 212,780 | |
Cost of revenue | (56,216) | |
Gross profit | 156,564 | |
Selling and marketing expenses | (8,947) | |
General and administrative expense | (470,788) | (2,500) |
Operating (loss) income | (323,171) | (2,500) |
Other expenses, net | (40) | |
Income (loss) before income taxes | (323,211) | (2,500) |
Income (taxes) benefits | 43,930 | |
Net loss for the year | (279,281) | (32,829) |
Foreign currency translation differences | (3,345) | |
Total comprehensive loss for the year | (275,936) | (32,829) |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Revenue | 780,574 | 431,529 |
Cost of revenue | (154,192) | (101,886) |
Gross profit | 626,382 | 329,643 |
Selling and marketing expenses | (28,059) | (19,245) |
General and administrative expense | (661,072) | (581,289) |
Operating (loss) income | (62,749) | (270,891) |
Other expenses, net | (1,673) | (19,166) |
Income (loss) before income taxes | (64,422) | (290,057) |
Income (taxes) benefits | (1,142) | 50,860 |
Net loss for the year | (65,564) | (239,197) |
Foreign currency translation differences | 4,770 | (28,214) |
Total comprehensive loss for the year | $ (60,794) | $ (267,411) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficit) - USD ($) | Share Capital [Member] | Additional Paid In Capital [Member] | Foreign Currency Translation Reserve [Member] | Retained Earnings (Deficit) [Member] | Total |
Balance at Dec. 31, 2016 | $ 30,273 | $ (16,411) | $ 13,862 | ||
Loss for the year from continuing operations | (2,500) | ||||
Loss for the year from discontinuing operations | (30,329) | (30,329) | |||
Capital contribution from change in Control Transaction - net liabilities | 116,467 | 116,467 | |||
Income (Loss) for the year | (32,829) | ||||
Recapitalization | (32,829) | 32,829 | |||
Other comprehensive income, foreign currency translation loss | |||||
Balance at Dec. 31, 2017 | 30,273 | 67,227 | 97,500 | ||
Income (Loss) for the year | (31,526) | (31,526) | |||
Recapitalization | (31,564) | 31,526 | (38) | ||
Other comprehensive income, foreign currency translation loss | 431 | (431) | |||
Balance at Jun. 30, 2018 | 30,273 | 35,663 | 431 | 66,367 | |
Balance at Dec. 31, 2017 | 30,273 | 67,227 | 97,500 | ||
Loss for the year from continuing operations | (279,281) | (279,281) | |||
Loss for the year from discontinuing operations | |||||
Income (Loss) for the year | (279,281) | ||||
Recapitalization | (68,367) | 68,367 | |||
Other comprehensive income, foreign currency translation loss | 3,345 | (3,345) | |||
Balance at Dec. 31, 2018 | 30,273 | (1,140) | 3,345 | (210,914) | (178,436) |
Income (Loss) for the year | 36,002 | 36,002 | |||
Other comprehensive income, foreign currency translation loss | (2,013) | 2,013 | |||
Balance at Jun. 30, 2019 | $ 30,273 | $ (1,140) | $ 1,332 | $ (174,912) | $ (144,447) |
Statements of Changes in Equity
Statements of Changes in Equity (Deficit) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] - USD ($) | Share Capital [Member] | Capital Reserve [Member] | Foreign Currency Translation Reserve [Member] | Retained Earnings (Deficit) [Member] | Total Equity (Deficit) [Member] |
Balance at Dec. 31, 2016 | $ 14,220 | $ (323,292) | $ (309,072) | ||
Capital contribution | 136,494 | 136,494 | |||
Income (Loss) for the year | (239,197) | (239,197) | |||
Foreign currency translation gain (loss) | (28,214) | (28,214) | |||
Balance at Dec. 31, 2017 | 136,494 | (13,994) | (562,489) | (439,989) | |
Balance at Dec. 31, 2017 | 136,494 | (13,994) | (562,489) | (439,989) | |
Capital contribution | 188,616 | 188,616 | |||
Waiver of shareholders' loan | 199,040 | 199,040 | |||
Income (Loss) for the year | (65,564) | (65,564) | |||
Foreign currency translation gain (loss) | 4,770 | 4,770 | |||
Balance at Dec. 31, 2018 | $ 325,110 | $ 199,040 | $ (9,224) | $ (628,053) | $ (113,127) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||||
Net loss from continuing operations | $ (279,281) | |||
Net income (loss) | $ 36,002 | $ (31,526) | (279,281) | (32,829) |
Adjustments for: | ||||
Depreciation expense | 37,247 | 40,131 | ||
Loss from sale of furniture and equipment | 10,419 | 8,331 | ||
Written off of rental deposits | 27,260 | |||
Impairment of leasehold improvements and equipment | 55,919 | |||
Deferred taxes | 47,284 | (43,930) | ||
Changes in: | ||||
Accounts receivables | (7,340) | |||
Other receivables | (18,987) | 104,305 | ||
Prepaid expenses and other current assets | (39,734) | (5,000) | (1,531) | |
Other payables and accruals | (1,640) | 132,617 | (1,576) | |
Deferred revenue | 126,396 | (326) | ||
Net cash used in operating activities - continuing operations | (90,698) | (2,500) | ||
Adjustments to reconcile net loss to net cash provided by discontinued operations: | ||||
Loss before tax from discontinuing operations | (30,329) | |||
Changes in assets and liabilities | 30,602 | |||
Net cash provided by operating activities - discontinuing operations | 273 | |||
Net cash used in operating activities | 189,647 | 96,091 | (90,698) | (2,227) |
Cash flows from investing activities: | ||||
Additions to leasehold improvements and equipment | (151,290) | (1,696) | (2,023) | |
Proceeds from sale of furniture and equipment | 9,161 | 2,051 | ||
Acquisition of subsidiary, net of cash acquired | 68,693 | 68,693 | ||
Net cash (used in)/provided by investing activities | (142,129) | 66,997 | 68,721 | |
Cash flows from financing activities: | ||||
Proceeds from advances from related parties | 251,924 | 23,108 | 210,017 | 2,500 |
Repayment of advances from related parties | (107,809) | |||
Net cash provided by financing activities - continuing operations | 210,017 | 2,500 | ||
Net cash used in financing activities - discontinuing operations | (5,600) | |||
Net cash provided by financing activities | 144,115 | 23,108 | 210,017 | (3,100) |
Effect of exchange rate changes on cash and cash equivalents | (2,707) | 2,518 | 1,170 | |
Net increase in cash and cash equivalents | 188,926 | 188,714 | 189,210 | (5,327) |
Cash and cash equivalents at the beginning of year | 189,210 | 5,327 | ||
Cash and cash equivalents at the end of year | 378,136 | 195,045 | 189,210 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Right-of-use assets obtained in exchange for operating lease obligations | $ 485,282 | $ 16,467 |
Statements of Cash Flows (Zhong
Statements of Cash Flows (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 36,002 | $ (31,526) | $ (279,281) | $ (32,829) |
Adjustments for: | ||||
Depreciation expense | 37,247 | 40,131 | ||
Loss from sale of furniture and equipment | 10,419 | 8,331 | ||
Written off of rental deposits | 27,260 | |||
Impairment of leasehold improvements and equipment | 55,919 | |||
Deferred taxes | 47,284 | (43,930) | ||
Changes in: | ||||
Other receivables | (18,987) | 104,305 | ||
Prepaid expenses and other current assets | (39,734) | (5,000) | (1,531) | |
Other payables and accruals | (1,640) | 132,617 | (1,576) | |
Deferred revenue | 126,396 | (326) | ||
Net cash (used in) provided by operating activities | 189,647 | 96,091 | (90,698) | (2,227) |
Cash flows from investing activities: | ||||
Additions to leasehold improvements and equipment | (151,290) | (1,696) | (2,023) | |
Proceeds from sale of furniture and equipment | 9,161 | 2,051 | ||
Net cash provided by investing activities | (142,129) | 66,997 | 68,721 | |
Cash flows from financing activities: | ||||
Proceeds from advances from related parties | 251,924 | 23,108 | 210,017 | 2,500 |
Repayment of advances from related parties | (107,809) | |||
Net cash (used in) provided by financing activities | 144,115 | 23,108 | 210,017 | (3,100) |
Effect of exchange rate changes on cash and cash equivalents | (2,707) | 2,518 | 1,170 | |
Net (decrease) increase in cash and cash equivalents | 188,926 | 188,714 | 189,210 | (5,327) |
Cash and cash equivalents at the beginning of year | 189,210 | 5,327 | ||
Cash and cash equivalents at the end of year | 378,136 | 195,045 | 189,210 | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Cash flows from operating activities: | ||||
Net income (loss) | (65,564) | (239,197) | ||
Adjustments for: | ||||
Depreciation expense | 83,193 | 76,191 | ||
Loss from sale of furniture and equipment | 8,653 | |||
Written off of rental deposits | 27,260 | |||
Impairment of leasehold improvements and equipment | 55,919 | |||
Deferred taxes | 1,142 | (50,860) | ||
Changes in: | ||||
Other receivables | 175 | (884) | ||
Prepaid expenses and other current assets | (7,572) | (7,541) | ||
Other payables and accruals | (43,769) | 14,508 | ||
Deferred revenue | (184,467) | 218,852 | ||
Net cash (used in) provided by operating activities | (125,030) | 11,069 | ||
Cash flows from investing activities: | ||||
Additions to leasehold improvements and equipment | (27,158) | |||
Proceeds from sale of furniture and equipment | 2,131 | |||
Capital contribution | 188,616 | 136,494 | ||
Net cash provided by investing activities | 190,747 | 109,336 | ||
Cash flows from financing activities: | ||||
Proceeds from advances from related parties | 153,528 | 308,538 | ||
Repayment of advances from related parties | (400,798) | (268,184) | ||
Net cash (used in) provided by financing activities | (247,270) | 40,354 | ||
Effect of exchange rate changes on cash and cash equivalents | (11,582) | 6,723 | ||
Net (decrease) increase in cash and cash equivalents | (193,135) | 167,482 | ||
Cash and cash equivalents at the beginning of year | $ 32,908 | $ 226,043 | 226,043 | 58,561 |
Cash and cash equivalents at the end of year | 32,908 | 226,043 | ||
Non-cash investing and financing activities | ||||
Waiver of shareholders' loan | $ 199,040 |
Description of Business
Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business | 1. DESCRIPTION OF BUSINESS HUAHUI EDUCATION GROUP CORPORATION, formerly DUONAS CORP. (“HHEG Nevada” or the “Company”) was incorporated in the State of Nevada on September 19, 2014 to start business operations concerned with production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. A change of control took place on November 2, 2017 from Vladyslav Beinars. Control was obtained by the sale of 2,000,000 shares of the Company common stock from Vladyslav Beinars to Zhongpeng Chen, Shuiyu Zhong, Xihan Huang, Meihua Zhuang, Peina Huang, Yanru He, Yin Ao, Zhanpeng Fang, Liming Huang, Chuhong Huang, Xiaodong Du, Qiaohong Xie, Lizhen Huang, Liyu Zhang, Chuhua Chen, Meina Xie, Meiyun Wang, Ning Xie, Lirong Zhang, Chan Li, Qiongju Ou, Xijuan Huang, Yihao Chen, Huilin Chen, Yulan Chen, Yixiong Chen, Qixia Yao, Baoquan Huang, Wei Xiong, Changli Huang and Wu Lin. In connection with the transaction, Vladyslav Beinars released the Company from all debts owed. Through October 22, 2017, the Company’s primary business activity was production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. Going forward, the Company’s operations will be determined and structured by the new investor group. As such, at December 31, 2018, the Company accounted for these related assets, liabilities and results of operations up to October 22, 2017 as discontinued operations. On February 22, 2019, the Company completed the process of redomiciling the Company from Nevada to the Cayman Islands. The Board of Directors has established a wholly-owned subsidiary in the Cayman Islands named HUAHUI EDUCATION GROUP LIMITED (“HHEG Cayman”), and merged the Company into HHEG Cayman. HHEG Cayman is the surviving company. There was no change in the number of outstanding shares of the Company’s Common Stock and that each share of HHEG Nevada Common Stock was converted into one ordinary share of HHEG Cayman. On July 2, 2019, the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year end from June 30 to December 31. On July 3, 2019 (the “Closing Date”), HUAHUI EDUCATION GROUP LIMITED (the “Company”), an exempted company limited by shares under the laws of the Cayman Islands, closed on a share exchange (the “Share Exchange”) with HUAHUI GROUP STOCK LIMITED (“HGSL”), a Seychelles company limited by shares, and HUAHUI GROUP (HK) CO., LIMITED (“HGHK”), a company with limited liability formed under the laws of Hong Kong and a wholly owned subsidiary of HGSL. As a result, HGHK is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, on the Closing Date, the Company issued a total of 300,000,000 of its Ordinary Shares to the HGSL Shareholders in exchange for 100% of the common stock of HGSL. After the closing, the HGSL Shareholders own approximately 99.1% of the Company’s outstanding shares and the former shareholders of the Company own approximately 0.9%. Mr. Zihua Wu, the former sole officer and director of the Company, resigned from all positions with the Company immediately before the closing of the Share Exchange and Mr. Junze Zhang was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary, as well as a director. Mr. Zhongpeng Chen also was appointed a director of the Company. As a result of the Share Exchange, HGSL became the wholly-owned subsidiary of the Company and ZHONGDEHUI (SHENZHEN) EDUCATION DEVELOPMENT CO., LIMITED (“ZDSE”), HGSL’s indirect, wholly-owned subsidiary, became the Company’s sole operational business. Consequently, the Company believes that the Share Exchange has caused the Company to cease to be a shell company. ZDSE was incorporated as a limited company in the Peoples’ Republic of China (the “PRC”) on January 19, 2016. ZDSE is a professional management coaching organization engaged in researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE’s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields. The Company conducts business in one segment which is the provision of educational services in the PRC. As of June 30, 2019, the Company’s subsidiaries are as follows: Entity Date of incorporation Date of Place of incorporation Percentage of Principal HGSL May 17, 2017 N/A Seychelles 100 % Investment holding HGCL May 29, 2017 N/A Seychelles 100 % Investment holding HGHK January 4, 2017 April 20, 2018 Hong Kong 100 % Investment holding HEMC March 28, 2017 April 20, 2018 PRC 100 % Investment holding HSEC January 5, 2018 May 4, 2018 PRC 100 % Investment holding ZDSE January19, 2016 June 27, 2018 PRC 100 % Educational services | 1. DESCRIPTION OF BUSINESS HUAHUI EDUCATION GROUP CORPORATION, formerly DUONAS CORP. (“HHEG Nevada” or the “Company”) was incorporated in the State of Nevada on September 19, 2014 to start business operations concerned with production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. A change of control took place on November 2, 2017 from Vladyslav Beinars. Control was obtained by the sale of 2,000,000 shares of the Company common stock from Vladyslav Beinars to Zhongpeng Chen, Shuiyu Zhong, Xihan Huang, Meihua Zhuang, Peina Huang, Yanru He, Yin Ao, Zhanpeng Fang, Liming Huang, Chuhong Huang, Xiaodong Du, Qiaohong Xie, Lizhen Huang, Liyu Zhang, Chuhua Chen, Meina Xie, Meiyun Wang, Ning Xie, Lirong Zhang, Chan Li, Qiongju Ou, Xijuan Huang, Yihao Chen, Huilin Chen, Yulan Chen, Yixiong Chen, Qixia Yao, Baoquan Huang, Wei Xiong, Changli Huang and Wu Lin. In connection with the transaction, Vladyslav Beinars released the Company from all debts owed. Through October 22, 2017, the Company’s primary business activity was production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. Going forward, the Company’s operations will be determined and structured by the new investor group. As such, at December 31, 2018, the Company accounted for these related assets, liabilities and results of operations up to October 22, 2017 as discontinued operations. On February 22, 2019, the Company completed the process of redomiciling the Company from Nevada to the Cayman Islands. The Board of Directors has established a wholly-owned subsidiary in the Cayman Islands named HUAHUI EDUCATION GROUP LIMITED (“HHEG Cayman”), and merged the Company into HHEG Cayman. HHEG Cayman is the surviving company. There was no change in the number of outstanding shares of the Company’s Common Stock and that each share of HHEG Nevada Common Stock was converted into one ordinary share of HHEG Cayman. On July 2, 2019, the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year end from June 30 to December 31. On July 3, 2019 (the “Closing Date”), HUAHUI EDUCATION GROUP LIMITED (the “Company”), an exempted company limited by shares under the laws of the Cayman Islands, closed on a share exchange (the “Share Exchange”) with HUAHUI GROUP STOCK LIMITED (“HGSL”), a Seychelles company limited by shares, and HUAHUI GROUP (HK) CO., LIMITED (“HGHK”), a company with limited liability formed under the laws of Hong Kong and a wholly owned subsidiary of HGSL. As a result, HGHK is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, on the Closing Date, the Company issued a total of 300,000,000 of its Ordinary Shares to the HGSL Shareholders in exchange for 100% of the common stock of HGSL. After the closing, the HGSL Shareholders own approximately 99.1% of the Company’s outstanding shares and the former shareholders of the Company own approximately 0.9%. Mr. Zihua Wu, the former sole officer and director of the Company, resigned from all positions with the Company immediately before the closing of the Share Exchange and Mr. Junze Zhang was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary, as well as a director. Mr. Zhongpeng Chen also was appointed a director of the Company. As a result of the Share Exchange, HGSL became the wholly-owned subsidiary of the Company and ZHONGDEHUI (SHENZHEN) EDUCATION DEVELOPMENT CO., LIMITED (“ZDSE”), HGSL’s indirect, wholly-owned subsidiary, became the Company’s sole operational business. Consequently, the Company believes that the Share Exchange has caused the Company to cease to be a shell company. ZDSE was incorporated as a limited company in the Peoples’ Republic of China (the “PRC”) on January 19, 2016. ZDSE is a professional management coaching organization engaged in researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE’s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields. The Company conducts business in one segment which is the provision of educational services in the PRC. As of December 31, 2018, the Company’s subsidiaries are as follows: Entity Date of incorporation Date of Place of incorporation Percentage of legal ownership by the Company Principal HGSL May 17, 2017 N/A Seychelles 100 % Investment holding HGCL May 29, 2017 N/A Seychelles 100 % Investment holding HGHK January 4, 2017 April 20, 2018 Hong Kong 100 % Investment holding HEMC March 28, 2017 April 20, 2018 PRC 100 % Investment holding HSEC January 5, 2018 May 4, 2018 PRC 100 % Investment holding ZDSE January19, 2016 June 27, 2018 PRC 100 % Educational services |
Description of Business (Zhongd
Description of Business (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Description of Business | 1. DESCRIPTION OF BUSINESS HUAHUI EDUCATION GROUP CORPORATION, formerly DUONAS CORP. (“HHEG Nevada” or the “Company”) was incorporated in the State of Nevada on September 19, 2014 to start business operations concerned with production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. A change of control took place on November 2, 2017 from Vladyslav Beinars. Control was obtained by the sale of 2,000,000 shares of the Company common stock from Vladyslav Beinars to Zhongpeng Chen, Shuiyu Zhong, Xihan Huang, Meihua Zhuang, Peina Huang, Yanru He, Yin Ao, Zhanpeng Fang, Liming Huang, Chuhong Huang, Xiaodong Du, Qiaohong Xie, Lizhen Huang, Liyu Zhang, Chuhua Chen, Meina Xie, Meiyun Wang, Ning Xie, Lirong Zhang, Chan Li, Qiongju Ou, Xijuan Huang, Yihao Chen, Huilin Chen, Yulan Chen, Yixiong Chen, Qixia Yao, Baoquan Huang, Wei Xiong, Changli Huang and Wu Lin. In connection with the transaction, Vladyslav Beinars released the Company from all debts owed. Through October 22, 2017, the Company’s primary business activity was production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. Going forward, the Company’s operations will be determined and structured by the new investor group. As such, at December 31, 2018, the Company accounted for these related assets, liabilities and results of operations up to October 22, 2017 as discontinued operations. On February 22, 2019, the Company completed the process of redomiciling the Company from Nevada to the Cayman Islands. The Board of Directors has established a wholly-owned subsidiary in the Cayman Islands named HUAHUI EDUCATION GROUP LIMITED (“HHEG Cayman”), and merged the Company into HHEG Cayman. HHEG Cayman is the surviving company. There was no change in the number of outstanding shares of the Company’s Common Stock and that each share of HHEG Nevada Common Stock was converted into one ordinary share of HHEG Cayman. On July 2, 2019, the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year end from June 30 to December 31. On July 3, 2019 (the “Closing Date”), HUAHUI EDUCATION GROUP LIMITED (the “Company”), an exempted company limited by shares under the laws of the Cayman Islands, closed on a share exchange (the “Share Exchange”) with HUAHUI GROUP STOCK LIMITED (“HGSL”), a Seychelles company limited by shares, and HUAHUI GROUP (HK) CO., LIMITED (“HGHK”), a company with limited liability formed under the laws of Hong Kong and a wholly owned subsidiary of HGSL. As a result, HGHK is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, on the Closing Date, the Company issued a total of 300,000,000 of its Ordinary Shares to the HGSL Shareholders in exchange for 100% of the common stock of HGSL. After the closing, the HGSL Shareholders own approximately 99.1% of the Company’s outstanding shares and the former shareholders of the Company own approximately 0.9%. Mr. Zihua Wu, the former sole officer and director of the Company, resigned from all positions with the Company immediately before the closing of the Share Exchange and Mr. Junze Zhang was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary, as well as a director. Mr. Zhongpeng Chen also was appointed a director of the Company. As a result of the Share Exchange, HGSL became the wholly-owned subsidiary of the Company and ZHONGDEHUI (SHENZHEN) EDUCATION DEVELOPMENT CO., LIMITED (“ZDSE”), HGSL’s indirect, wholly-owned subsidiary, became the Company’s sole operational business. Consequently, the Company believes that the Share Exchange has caused the Company to cease to be a shell company. ZDSE was incorporated as a limited company in the Peoples’ Republic of China (the “PRC”) on January 19, 2016. ZDSE is a professional management coaching organization engaged in researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE’s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields. The Company conducts business in one segment which is the provision of educational services in the PRC. As of June 30, 2019, the Company’s subsidiaries are as follows: Entity Date of incorporation Date of Place of incorporation Percentage of Principal HGSL May 17, 2017 N/A Seychelles 100 % Investment holding HGCL May 29, 2017 N/A Seychelles 100 % Investment holding HGHK January 4, 2017 April 20, 2018 Hong Kong 100 % Investment holding HEMC March 28, 2017 April 20, 2018 PRC 100 % Investment holding HSEC January 5, 2018 May 4, 2018 PRC 100 % Investment holding ZDSE January19, 2016 June 27, 2018 PRC 100 % Educational services | 1. DESCRIPTION OF BUSINESS HUAHUI EDUCATION GROUP CORPORATION, formerly DUONAS CORP. (“HHEG Nevada” or the “Company”) was incorporated in the State of Nevada on September 19, 2014 to start business operations concerned with production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. A change of control took place on November 2, 2017 from Vladyslav Beinars. Control was obtained by the sale of 2,000,000 shares of the Company common stock from Vladyslav Beinars to Zhongpeng Chen, Shuiyu Zhong, Xihan Huang, Meihua Zhuang, Peina Huang, Yanru He, Yin Ao, Zhanpeng Fang, Liming Huang, Chuhong Huang, Xiaodong Du, Qiaohong Xie, Lizhen Huang, Liyu Zhang, Chuhua Chen, Meina Xie, Meiyun Wang, Ning Xie, Lirong Zhang, Chan Li, Qiongju Ou, Xijuan Huang, Yihao Chen, Huilin Chen, Yulan Chen, Yixiong Chen, Qixia Yao, Baoquan Huang, Wei Xiong, Changli Huang and Wu Lin. In connection with the transaction, Vladyslav Beinars released the Company from all debts owed. Through October 22, 2017, the Company’s primary business activity was production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. Going forward, the Company’s operations will be determined and structured by the new investor group. As such, at December 31, 2018, the Company accounted for these related assets, liabilities and results of operations up to October 22, 2017 as discontinued operations. On February 22, 2019, the Company completed the process of redomiciling the Company from Nevada to the Cayman Islands. The Board of Directors has established a wholly-owned subsidiary in the Cayman Islands named HUAHUI EDUCATION GROUP LIMITED (“HHEG Cayman”), and merged the Company into HHEG Cayman. HHEG Cayman is the surviving company. There was no change in the number of outstanding shares of the Company’s Common Stock and that each share of HHEG Nevada Common Stock was converted into one ordinary share of HHEG Cayman. On July 2, 2019, the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year end from June 30 to December 31. On July 3, 2019 (the “Closing Date”), HUAHUI EDUCATION GROUP LIMITED (the “Company”), an exempted company limited by shares under the laws of the Cayman Islands, closed on a share exchange (the “Share Exchange”) with HUAHUI GROUP STOCK LIMITED (“HGSL”), a Seychelles company limited by shares, and HUAHUI GROUP (HK) CO., LIMITED (“HGHK”), a company with limited liability formed under the laws of Hong Kong and a wholly owned subsidiary of HGSL. As a result, HGHK is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, on the Closing Date, the Company issued a total of 300,000,000 of its Ordinary Shares to the HGSL Shareholders in exchange for 100% of the common stock of HGSL. After the closing, the HGSL Shareholders own approximately 99.1% of the Company’s outstanding shares and the former shareholders of the Company own approximately 0.9%. Mr. Zihua Wu, the former sole officer and director of the Company, resigned from all positions with the Company immediately before the closing of the Share Exchange and Mr. Junze Zhang was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary, as well as a director. Mr. Zhongpeng Chen also was appointed a director of the Company. As a result of the Share Exchange, HGSL became the wholly-owned subsidiary of the Company and ZHONGDEHUI (SHENZHEN) EDUCATION DEVELOPMENT CO., LIMITED (“ZDSE”), HGSL’s indirect, wholly-owned subsidiary, became the Company’s sole operational business. Consequently, the Company believes that the Share Exchange has caused the Company to cease to be a shell company. ZDSE was incorporated as a limited company in the Peoples’ Republic of China (the “PRC”) on January 19, 2016. ZDSE is a professional management coaching organization engaged in researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE’s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields. The Company conducts business in one segment which is the provision of educational services in the PRC. As of December 31, 2018, the Company’s subsidiaries are as follows: Entity Date of incorporation Date of Place of incorporation Percentage of legal ownership by the Company Principal HGSL May 17, 2017 N/A Seychelles 100 % Investment holding HGCL May 29, 2017 N/A Seychelles 100 % Investment holding HGHK January 4, 2017 April 20, 2018 Hong Kong 100 % Investment holding HEMC March 28, 2017 April 20, 2018 PRC 100 % Investment holding HSEC January 5, 2018 May 4, 2018 PRC 100 % Investment holding ZDSE January19, 2016 June 27, 2018 PRC 100 % Educational services |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Description of Business | 1. DESCRIPTION OF BUSINESS Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE” or the “Company”) was incorporated as a limited company in the Peoples’ Republic of China (the “PRC”) on January 19, 2016. ZDSE is a professional management coaching organization engaged in researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE’s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields. The Company conducts business in one segment which provide educational services in the PRC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net income (loss) of $36,002 and $(31,526) during the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company had net current liability of $500,310 and a deficit on equity of $144,447. As of December 31, 2018, the Company had net current liability of $385,746 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (b) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at June 30, 2019 and 2018. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the six months ended June 30, 2018 and 2019. (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. (j) Operating leases The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. (k) Earnings Per Share The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure. The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s Ordinary Shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive Ordinary Shares as of June 30, 2019. (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2019 2018 Period-end RMB exchange rate 6.87 6.62 Average six months period RMB exchange rate 6.78 6.37 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of June 30, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the six months ended June 30, 2019. (s) Share Capital Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity. (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this ASU on January 1, 2019. Adoption of this standard resulted in the recognition of right-of-use assets of $425,565 and operating lease liabilities of $425,565. As of June 30, 2019, the adoption of this standard did not have a material impact on the Company’s operating results or cash flows In 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 June 30, 2019. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018 and June 30, 2019. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net loss of $279,281 during the year ended December 31, 2018. As of December 31, 2018, the Company had net current liability of $332,440 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (b) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc.. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2018. The Company has no cash and cash equivalents at December 31, 2017. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2017 and 2018. (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. (j) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statements of operations on a straight-line basis over the shorter of the lease term or estimated economic life. (k) Earnings Per Share The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure. The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of December 31, 2017 and 2018. (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the fiscal years 2017 and 2018. (s) Share Capital Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company expects to adopt ASU 2016-02 in the first quarter of fiscal year 2019. The Group has substantially completed the assessment of the impacts of the new standard to its existing lease contracts. The Company does not believe the adoption of this ASU would have a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net income (loss) of $36,002 and $(31,526) during the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company had net current liability of $500,310 and a deficit on equity of $144,447. As of December 31, 2018, the Company had net current liability of $385,746 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (b) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at June 30, 2019 and 2018. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the six months ended June 30, 2018 and 2019. (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. (j) Operating leases The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. (k) Earnings Per Share The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure. The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s Ordinary Shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive Ordinary Shares as of June 30, 2019. (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2019 2018 Period-end RMB exchange rate 6.87 6.62 Average six months period RMB exchange rate 6.78 6.37 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of June 30, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the six months ended June 30, 2019. (s) Share Capital Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity. (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this ASU on January 1, 2019. Adoption of this standard resulted in the recognition of right-of-use assets of $425,565 and operating lease liabilities of $425,565. As of June 30, 2019, the adoption of this standard did not have a material impact on the Company’s operating results or cash flows In 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 June 30, 2019. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018 and June 30, 2019. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net loss of $279,281 during the year ended December 31, 2018. As of December 31, 2018, the Company had net current liability of $332,440 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (b) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc.. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2018. The Company has no cash and cash equivalents at December 31, 2017. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2017 and 2018. (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. (j) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statements of operations on a straight-line basis over the shorter of the lease term or estimated economic life. (k) Earnings Per Share The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure. The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of December 31, 2017 and 2018. (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the fiscal years 2017 and 2018. (s) Share Capital Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company expects to adopt ASU 2016-02 in the first quarter of fiscal year 2019. The Group has substantially completed the assessment of the impacts of the new standard to its existing lease contracts. The Company does not believe the adoption of this ASU would have a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net loss of $239,197 and $65,564 and during the years ended December 31, 2017 and 2018, respectively. As of December 31, 2017 and 2018, the Company had net current liability of $754,247 and $268,377, respectively, and a deficit on total equity of $439,989 and $113,127, respectively. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the existing shareholders. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the existing shareholders indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. (b) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc.. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. (c) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2017 and 2018. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. (d) Leasehold Improvement, Furniture and Equipment An item of leasehold improvement, furniture and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement, furniture and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement, furniture and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. (e) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement, furniture and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. Impairment losses are included in the administrative expenses. The Company recorded long-lived asset impairment of $nil and $55,919 during the year ended December 31, 2017 and 2018. (f) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. (g) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. (h) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statement of operations on a straight-line basis over the shorter of the lease term or estimated economic life. (i) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the consolidated statements of operations. The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. (j) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. All of the Company’s cash and cash equivalents are in RMB. (k) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (l) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. (m) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. (n) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. (o) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the fiscal years 2017 and 2018. (p) Share Capital Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. (q) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its financial statements as of December 31, 2018. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its financial statements as of December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company expects to adopt ASU 2016-02 in the first quarter of fiscal year 2019. The Group has substantially completed the assessment of the impacts of the new standard to its existing lease contracts. The Company does not believe the adoption of this ASU would have a material effect on its financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method for each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its financial statements as of December 31, 2018. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION In June 2018, HUAHUI GROUP STOCK LIMITED (“HGSL”) entered into an equity transfer agreement relating to the acquisition of 100% of the equity of ZHONGDEHUI (SHENZHEN) EDUCATION DEVELOPMENT CO., LID (“ZDSE”). The acquisition was closed on June 27, 2018. The result of operations of ZDSE is included in the Company’s consolidated financial statements beginning on June 27, 2018. The following represents the purchase price allocation at the dates of the acquisition: June 27, 2018 Cash and cash equivalents $ 71,016 Other current assets 48,793 Non-current assets 220,634 Current liabilities (340,141 ) Total purchase price $ 302 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 4. DISCONTINUED OPERATIONS On November 2, 2017, due to the Changes in Control of Registrant, the Company decided to exit the field of production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Statements of Operations to present this business in discontinued operations. The following table shows the results of operations of the Company for the years ended December 31, 2017 and 2018 which are included in the loss from discontinued operations: 2018 2017 Revenues $ - $ 9,337 Cost of Goods Sold - (2,631 ) Gross Profit $ - $ 6,706 General and administrative expense - (37,035 ) Loss before income taxes from Discontinued Operations (30,329 ) Provision for income taxes - - Net Loss from Discontinued Operations $ - $ (30,329 ) The following table shows the carrying amounts of the major classes of assets and liabilities associated with the Company as of the October 22, 2017. October 22, 2017 (Unaudited) Amount due to related party $ (31,100 ) Cash 1,525 Inventory 3,520 Equipment, net 4,693 Prepaid Expenses 5,790 Account Payable (895 ) TOTAL $ (16,467 ) |
Leasehold Improvement and Equip
Leasehold Improvement and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Leasehold Improvement and Equipment, Net | 3. LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET June 30, 2019 December 31, 2018 (Unaudited) (Audited) Furniture and education equipment $ 32,172 $ 36,861 Computer equipment and software 44,034 15,529 Leasehold improvements 79,934 - $ 156,140 $ 52,390 Less: accumulated depreciation (34,914 ) (28,198 ) $ 121,226 $ 24,192 Depreciation expense for the six months ended June 30, 2019 and 2018 was $37,247 and $nil, respectively The Company recorded long-lived asset impairment losses of $55,919 during the year ended December 31, 2018, including $33,882 for leasehold improvement and $22,037 for the furniture. The Company did not record any long-lived asset impairment losses during the six months ended June 30, 2019. | 5. LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET As of December 31, 2018 2017 Furniture and education equipment $ 36,861 $ - Computer equipment and software 15,529 - $ 52,390 $ - Less: accumulated depreciation (28,198 ) - $ 24,192 $ - Depreciation expense for the years ended December 31, 2017 and 2018 was $nil and $40,131, respectively The Company recorded long-lived asset impairment losses of $55,919 during the year ended December 31, 2018, including $33,882 for leasehold improvement and $22,037 for the furniture. The Company did not record any long-lived asset impairment losses during the year ended December 31, 2017. |
Leasehold Improvement, Furnitur
Leasehold Improvement, Furniture and Equipment, Net (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Leasehold Improvement, Furniture and Equipment, Net | 3. LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET June 30, 2019 December 31, 2018 (Unaudited) (Audited) Furniture and education equipment $ 32,172 $ 36,861 Computer equipment and software 44,034 15,529 Leasehold improvements 79,934 - $ 156,140 $ 52,390 Less: accumulated depreciation (34,914 ) (28,198 ) $ 121,226 $ 24,192 Depreciation expense for the six months ended June 30, 2019 and 2018 was $37,247 and $nil, respectively The Company recorded long-lived asset impairment losses of $55,919 during the year ended December 31, 2018, including $33,882 for leasehold improvement and $22,037 for the furniture. The Company did not record any long-lived asset impairment losses during the six months ended June 30, 2019. | 5. LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET As of December 31, 2018 2017 Furniture and education equipment $ 36,861 $ - Computer equipment and software 15,529 - $ 52,390 $ - Less: accumulated depreciation (28,198 ) - $ 24,192 $ - Depreciation expense for the years ended December 31, 2017 and 2018 was $nil and $40,131, respectively The Company recorded long-lived asset impairment losses of $55,919 during the year ended December 31, 2018, including $33,882 for leasehold improvement and $22,037 for the furniture. The Company did not record any long-lived asset impairment losses during the year ended December 31, 2017. |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Leasehold Improvement, Furniture and Equipment, Net | 3. LEASEHOLD IMPROVEMENT, FURNITURE AND EQUIPMENT, NET As of December 31, 2018 2017 Furniture and education equipment $ 35,291 93,777 Computer equipment and software 15,157 16,278 Leasehold improvements - 187,975 $ 50,448 298,030 Less: accumulated depreciation (28,010 ) (122,173 ) 22,438 175,857 Depreciation expense for the years ended December 31, 2017 and 2018 was $76,191 and $83,193, respectively. The Company recorded long-lived asset impairment losses of $55,919 during the year ended December 31, 2018, including $33,882 for leasehold improvement and $22,037 for the furniture. The Company did not record any long-lived asset impairment losses during the year ended December 31, 2017. |
Other Payables and Accruals
Other Payables and Accruals | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Other Payables and Accruals | 4. OTHER PAYABLES AND ACCRUALS June 30, 2019 December 31, 2018 (Unaudited) (Audited) Accrued payroll and welfare payable $ 49,556 $ 16,221 VAT and other taxes payable 18,501 1,379 Others 21,460 2,296 $ 89,517 $ 19,896 | 6. OTHER PAYABLES AND ACCRUALS As of December 31, 2018 2017 Accrued payroll and welfare payable $ 16,221 $ - VAT and other taxes payable 1,379 - Others 2,296 - $ 19,896 $ - |
Other Payables and Accruals (Zh
Other Payables and Accruals (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Other Payables and Accruals | 4. OTHER PAYABLES AND ACCRUALS June 30, 2019 December 31, 2018 (Unaudited) (Audited) Accrued payroll and welfare payable $ 49,556 $ 16,221 VAT and other taxes payable 18,501 1,379 Others 21,460 2,296 $ 89,517 $ 19,896 | 6. OTHER PAYABLES AND ACCRUALS As of December 31, 2018 2017 Accrued payroll and welfare payable $ 16,221 $ - VAT and other taxes payable 1,379 - Others 2,296 - $ 19,896 $ - |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Other Payables and Accruals | 4. OTHER PAYABLES AND ACCRUALS As of December 31, 2018 2017 Accrued payroll and welfare payable $ 9,690 25,493 Amounts reimbursable to employees (a) - 4,252 VAT and other taxes payable 1,379 10,467 Others (b) - 15,913 $ 11,069 56,125 (a) Amounts reimbursable to employees include travelling and related expenses. (b) Others primarily include conference fee and other miscellaneous expenses payable. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 7. INCOME TAXES Nevada The Company’s parent entity, HHEG Nevada is an U.S entity through February 2019 and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as HHEG had no United States taxable income for the six months ended June 30, 2018. In February 2019, HHEG Nevada was redomiciled from Nevada to the Cayman Islands. As a result of the redomicile, the accumulated tax loss of HHEG cannot be utilized against any taxable income in the United States available in the future. Cayman Islands HHEG Cayman is tax-exempted companies incorporated in Cayman Islands. Under the current laws of Cayman Islands, the Company is not subject to income, corporate or capital gains tax, and Cayman Islands currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Cayman Islands on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Cayman Islands income or corporation tax. No provision for income taxes in Cayman Islands has been made as the Company had no taxable income for the six months ended June 30, 2019. Seychelles HGSL and HGCl are tax-exempted companies incorporated in Seychelles. Under the current laws of Seychelles, the Company and HGCl are not subject to income, corporate or capital gains tax, and Seychelles currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Seychelles on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Seychelles income or corporation tax. No provision for income taxes in Seychelles has been made as the Company and HGCl had no taxable income for the six months ended June 30, 2018 and 2019. Hong Kong HGHK is incorporated in Hong Kong and is subject to an income tax rate of 16.5% for taxable income generated from operations in Hong Kong. No provision for income taxes in Hong Kong has been made as HGHK had no taxable income for the six months ended June 30, 2019. PRC The Company’s PRC subsidiaries are subject to 25% standard enterprise income tax except for those accepted as deemed profit method enterprises, or qualified for small-scale enterprises, or granted preferential tax treatment. No provision for income taxes in the PRC has been made on HSMC and HSEC as they had no taxable income for the six months ended June 30, 2019. ZDSE is the Company’s only operating subsidiary. The components of provision for income taxes and tax charges for the six months ended June 30, 2019 come solely from the tax jurisdiction in the PRC, which has a statutory tax rate of 25% (2018: 25%) Income tax expense (benefits) For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Current tax expense $ 47,866 $ - Deferred tax benefits - - $ 47,866 $ - A reconciliation of the effective tax rates from 25% statutory tax rates for the six months ended June 30, 2019 and 2018 is as follows: For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Income (loss) before tax $ 87,375 $ (31,526 ) Tax expense calculated at statutory tax rate 21,843 (7,882 ) Valuation allowance 26,023 7,882 $ 47,866 $ - Recognized deferred tax assets and liabilities Deferred tax assets and liabilities are offset when income taxes are related to the same fiscal authority. Deferred income taxes are calculated on all temporary differences under the asset and liability method using a 25% principal tax rate. The movement in the deferred income tax account is as follows: June 30, 2019 December 31, 2018 (Unaudited) (Audited) Beginning of the year $ 129,812 $ - Deferred tax assets acquired through acquisition of ZDSE - 89,384 (Debited)/Credited to the statement of income (loss) (47,866) 43,930 Exchange difference 1,381 (3,502 ) End of the period/year $ 83,327 $ 129,812 Deferred tax assets and temporary differences are recognized if the realization of the tax benefit is probable. Deferred tax assets are recognized for tax loss and carry forwards only to the extent that realization of the related tax benefit through the future taxable profits is probable. As of the six months ended June 30, 2019, the Company had net operating loss carried-forward of $333,308, which will expire on various dates from December 31, 2021 to December 31, 2023. | 7. INCOME TAXES Nevada The Company’s parent entity, HHEG Nevada is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as HHEG had no United States taxable income for the years ended December 31, 2017 and 2018. In February 2019, HHEG Nevada was redomiciled from Nevada to the Cayman Islands. As a result of the redomicile, the accumulated tax loss of HHEG cannot be utilized against any taxable income available in the future. Seychelles HGSL and HGCl are tax-exempted companies incorporated in Seychelles. Under the current laws of Seychelles, the Company and HGCl are not subject to income, corporate or capital gains tax, and Seychelles currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Seychelles on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Seychelles income or corporation tax. No provision for income taxes in Seychelles has been made as the Company and HGCl had no taxable income for the year ended December 31, 2017 and 2018. Hong Kong HGHK is incorporated in Hong Kong and is subject to an income tax rate of 16.5% for taxable income generated from operations in Hong Kong. No provision for income taxes in Hong Kong has been made as HGHK had no taxable income for the year ended December 31, 2018. PRC The Company’s PRC subsidiaries are subject to 25% standard enterprise income tax except for those accepted as deemed profit method enterprises, or qualified for small-scale enterprises, or granted preferential tax treatment. No provision for income taxes in the PRC has been made on HSMC and HSEC as they had no taxable income for the year ended December 31, 2018. ZDSE is the Company’s only operating subsidiary. The components of provision for income taxes and tax charges for the year ended December 31, 2018 come solely from the tax jurisdiction in the PRC, which has a statutory tax rate of 25% (2017: 25%) Income tax expense (benefits) For the years ended 2018 2017 Current tax expense $ - $ - Deferred tax benefits (43,930 ) - $ (43,930 ) $ - A reconciliation of the effective tax rates from 25% statutory tax rates for the years ended December 31, 2017 and 2018 is as follows: For the years ended 2018 2017 Loss before tax $ (323,211 ) $ (32,829 ) Tax benefit calculated at statutory tax rate (80,803 ) (8,207 ) Valuation allowance 36,873 8,207 $ (43,930 ) $ - Recognized deferred tax assets and liabilities Deferred tax assets and liabilities are offset when income taxes are related to the same fiscal authority. Deferred income taxes are calculated on all temporary differences under the asset and liability method using a 25% principal tax rate. The movement in the deferred income tax account is as follows: 2018 2017 At January 1 $ - $ - Deferred tax assets acquired through acquisition of ZDSE 89,384 - Credited to the statement of loss 43,930 - Exchange difference (3,502 ) At December 31 $ 129,812 $ - Deferred tax assets and temporary differences are recognized if the realization of the tax benefit is probable. Deferred tax assets are recognized for tax loss and carry forwards only to the extent that realization of the related tax benefit through the future taxable profits is probable. As of the year ended December 31, 2018, the Company had net operating loss carried-forward of $519,248, which will expire on various dates from December 31, 2021 to December 31, 2023. |
Income Taxes (Zhongdehuia (SHEN
Income Taxes (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Income Taxes | 7. INCOME TAXES Nevada The Company’s parent entity, HHEG Nevada is an U.S entity through February 2019 and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as HHEG had no United States taxable income for the six months ended June 30, 2018. In February 2019, HHEG Nevada was redomiciled from Nevada to the Cayman Islands. As a result of the redomicile, the accumulated tax loss of HHEG cannot be utilized against any taxable income in the United States available in the future. Cayman Islands HHEG Cayman is tax-exempted companies incorporated in Cayman Islands. Under the current laws of Cayman Islands, the Company is not subject to income, corporate or capital gains tax, and Cayman Islands currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Cayman Islands on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Cayman Islands income or corporation tax. No provision for income taxes in Cayman Islands has been made as the Company had no taxable income for the six months ended June 30, 2019. Seychelles HGSL and HGCl are tax-exempted companies incorporated in Seychelles. Under the current laws of Seychelles, the Company and HGCl are not subject to income, corporate or capital gains tax, and Seychelles currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Seychelles on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Seychelles income or corporation tax. No provision for income taxes in Seychelles has been made as the Company and HGCl had no taxable income for the six months ended June 30, 2018 and 2019. Hong Kong HGHK is incorporated in Hong Kong and is subject to an income tax rate of 16.5% for taxable income generated from operations in Hong Kong. No provision for income taxes in Hong Kong has been made as HGHK had no taxable income for the six months ended June 30, 2019. PRC The Company’s PRC subsidiaries are subject to 25% standard enterprise income tax except for those accepted as deemed profit method enterprises, or qualified for small-scale enterprises, or granted preferential tax treatment. No provision for income taxes in the PRC has been made on HSMC and HSEC as they had no taxable income for the six months ended June 30, 2019. ZDSE is the Company’s only operating subsidiary. The components of provision for income taxes and tax charges for the six months ended June 30, 2019 come solely from the tax jurisdiction in the PRC, which has a statutory tax rate of 25% (2018: 25%) Income tax expense (benefits) For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Current tax expense $ 47,866 $ - Deferred tax benefits - - $ 47,866 $ - A reconciliation of the effective tax rates from 25% statutory tax rates for the six months ended June 30, 2019 and 2018 is as follows: For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Income (loss) before tax $ 87,375 $ (31,526 ) Tax expense calculated at statutory tax rate 21,843 (7,882 ) Valuation allowance 26,023 7,882 $ 47,866 $ - Recognized deferred tax assets and liabilities Deferred tax assets and liabilities are offset when income taxes are related to the same fiscal authority. Deferred income taxes are calculated on all temporary differences under the asset and liability method using a 25% principal tax rate. The movement in the deferred income tax account is as follows: June 30, 2019 December 31, 2018 (Unaudited) (Audited) Beginning of the year $ 129,812 $ - Deferred tax assets acquired through acquisition of ZDSE - 89,384 (Debited)/Credited to the statement of income (loss) (47,866) 43,930 Exchange difference 1,381 (3,502 ) End of the period/year $ 83,327 $ 129,812 Deferred tax assets and temporary differences are recognized if the realization of the tax benefit is probable. Deferred tax assets are recognized for tax loss and carry forwards only to the extent that realization of the related tax benefit through the future taxable profits is probable. As of the six months ended June 30, 2019, the Company had net operating loss carried-forward of $333,308, which will expire on various dates from December 31, 2021 to December 31, 2023. | 7. INCOME TAXES Nevada The Company’s parent entity, HHEG Nevada is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as HHEG had no United States taxable income for the years ended December 31, 2017 and 2018. In February 2019, HHEG Nevada was redomiciled from Nevada to the Cayman Islands. As a result of the redomicile, the accumulated tax loss of HHEG cannot be utilized against any taxable income available in the future. Seychelles HGSL and HGCl are tax-exempted companies incorporated in Seychelles. Under the current laws of Seychelles, the Company and HGCl are not subject to income, corporate or capital gains tax, and Seychelles currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Seychelles on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Seychelles income or corporation tax. No provision for income taxes in Seychelles has been made as the Company and HGCl had no taxable income for the year ended December 31, 2017 and 2018. Hong Kong HGHK is incorporated in Hong Kong and is subject to an income tax rate of 16.5% for taxable income generated from operations in Hong Kong. No provision for income taxes in Hong Kong has been made as HGHK had no taxable income for the year ended December 31, 2018. PRC The Company’s PRC subsidiaries are subject to 25% standard enterprise income tax except for those accepted as deemed profit method enterprises, or qualified for small-scale enterprises, or granted preferential tax treatment. No provision for income taxes in the PRC has been made on HSMC and HSEC as they had no taxable income for the year ended December 31, 2018. ZDSE is the Company’s only operating subsidiary. The components of provision for income taxes and tax charges for the year ended December 31, 2018 come solely from the tax jurisdiction in the PRC, which has a statutory tax rate of 25% (2017: 25%) Income tax expense (benefits) For the years ended 2018 2017 Current tax expense $ - $ - Deferred tax benefits (43,930 ) - $ (43,930 ) $ - A reconciliation of the effective tax rates from 25% statutory tax rates for the years ended December 31, 2017 and 2018 is as follows: For the years ended 2018 2017 Loss before tax $ (323,211 ) $ (32,829 ) Tax benefit calculated at statutory tax rate (80,803 ) (8,207 ) Valuation allowance 36,873 8,207 $ (43,930 ) $ - Recognized deferred tax assets and liabilities Deferred tax assets and liabilities are offset when income taxes are related to the same fiscal authority. Deferred income taxes are calculated on all temporary differences under the asset and liability method using a 25% principal tax rate. The movement in the deferred income tax account is as follows: 2018 2017 At January 1 $ - $ - Deferred tax assets acquired through acquisition of ZDSE 89,384 - Credited to the statement of loss 43,930 - Exchange difference (3,502 ) At December 31 $ 129,812 $ - Deferred tax assets and temporary differences are recognized if the realization of the tax benefit is probable. Deferred tax assets are recognized for tax loss and carry forwards only to the extent that realization of the related tax benefit through the future taxable profits is probable. As of the year ended December 31, 2018, the Company had net operating loss carried-forward of $519,248, which will expire on various dates from December 31, 2021 to December 31, 2023. |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Income Taxes | 5. INCOME TAXES Income tax expense (benefits) For the years ended December 31, 2018 2017 Current tax expense $ - $ - Deferred tax benefits (expenses) 1,142 (50,860 ) $ 1,142 $ (50,860 ) The Company’s tax charge comes solely from the tax jurisdiction in the PRC, which has a statutory tax rate of 25% (2017: 25%). A reconciliation of the effective tax rates from 25% statutory tax rates for the years ended December 31, 2018 and 2017 is as follows: For the years ended December 31, 2018 2017 Loss before tax $ (64,422 ) $ (290,057 ) Tax credit calculated at statutory tax rate (16,105 ) (72,514 ) Expense not deductible for tax 17,247 21,654 $ 1,142 $ (50,860 ) Recognized deferred tax assets and liabilities Deferred tax assets and liabilities are offset when income taxes are related to the same fiscal authority. Deferred income taxes are calculated on all temporary differences under the asset and liability method using a 25% principal tax rate The movement in the deferred income tax account is as follows: 2018 2017 At January 1 $ 138,401 $ 80,176 Charged (credited) to the statement of loss (1,142 ) 50,860 Exchange difference (7,447 ) 7,365 At December 31 $ 129,812 $ 138,401 Deferred tax assets and temporary differences are recognized if the realization of the tax benefit is probable. Deferred tax assets are recognized for tax loss and carry forwards only to the extent that realization of the related tax benefit through the future taxable profits is probable. As of the year ended December 31, 2017 and 2018, the Company had net operating loss carried-forwards of $553,604 and $519,248, respectively, which will expire on various dates from December 31, 2021 to December 31, 2023. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 8. LEASES The adoption of the new lease guidance did not have a material impact on the Company’s results of operations or liquidity, but resulted in the recognition of operating lease liabilities and operating lease right-of-use assets on its balance sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company leased various training centers in the PRC, under operating leases terminating in August 2019 through August 2022. Rent expense for the six months ended June 30, 2019 was $95,295. The Company has one operating lease with the lease term over one year expiring in March 2022, which is classified as operating leases. There are no residual value guarantees and no restrictions or covenants imposed by the lease. As of June 30, 2019, The Company has $425,565 of right-of-use assets, $151,310 in current operating lease liabilities and $274,255 in non-current operating lease liabilities as of June 30, 2019. Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms. The Company’s future minimum payments under long-term non-cancelable operating leases are as follows: As of June 30, 2019 (Unaudited) Within 1 year $ 278,879 After 1 year but within 5 years 348,569 Total lease payments $ 627,448 Less: unrecognized lease obligations (171,076 ) Less: imputed interest (30,807 ) Total lease obligations 425,565 Less: current obligations (151,310 ) Long-term lease obligations $ 274,255 Other information: For the six months ended June 30, 2019 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: $ Operating cash flow from operating lease 68,086 Right-of-use assets obtained in exchange for operating lease liabilities 485,282 Remaining lease term for operating lease (years) 2.75 Weighted average discount rate for operating lease 4.75 % |
Related Parties Transactions
Related Parties Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Parties Transactions | 9. RELATED PARTIES TRANSACTIONS The Company had the following balances with related parties: (a) Amount due to related parties Relationship June 30, 2019 December 31, 2018 (Unaudited) (Audited) Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 104,934 $ 24,052 Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 59,902 64,008 Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 35,245 33,473 Junze Zhang Shareholder and director of the Company 255,326 182,093 Mengling Zhang General manager of ZDSE - 36,519 Zihua Wu Director of the Company 35,940 32,440 Total $ 491,347 $ 372,585 The balances represent cash advances from related parties. From time to time, shareholders, general manager and director of the Company advanced funds to the Company for working capital purpose. The balances with related parties are unsecured, non-interest bearing and repayable on demand. (b) Amount due from a related party During the six months ended June 30, 2019, the Company made advance to Mengling Zhang, General manager of ZDSE, the balance as of June 30, 2019 was $7,210. The amount was subsequently collected. (c) Transactions For the six months ended June 30, 2019 2018 Repayment to related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) 57,485 - Henghui Investment Consultation (SZ) Partnership Business (LP) 4,274 - Mengling Zhang 46,050 - $ 107,809 $ - Cash advance from related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) $ 139,290 $ - Qing Zuo 1,730 - Junze Zhang 105,674 - Mengling Zhang 1,730 - Zihua Wu 3,500 23,108 $ 251,924 $ 23,108 | 8. RELATED PARTIES TRANSACTIONS The Company had the following balances with related parties: (a) Amount due to related parties As of December 31, Relationship 2018 2017 Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 24,052 $ - Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 64,008 - Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 33,473 - Junze Zhang Shareholder and director of the Company 182,093 - Mengling Zhang General manager of ZDSE 36,519 - Zihua Wu Director of the Company 32,440 2,500 Total $ 372,585 $ 2,500 The balances represent cash advances from related parties. From time to time, shareholders, general manager and director of the Company advanced funds to the Company for working capital purpose. The balances with related parties are unsecured, non-interest bearing and repayable on demand. (b) Transactions For the years ended December 31, 2018 2017 Cash advance from related parties Junze Zhang 182,093 - Zihua Wu 27,924 2,500 $ 210,017 $ 2,500 |
Related Parties Transactions (Z
Related Parties Transactions (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Related Parties Transactions | 9. RELATED PARTIES TRANSACTIONS The Company had the following balances with related parties: (a) Amount due to related parties Relationship June 30, 2019 December 31, 2018 (Unaudited) (Audited) Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 104,934 $ 24,052 Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 59,902 64,008 Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 35,245 33,473 Junze Zhang Shareholder and director of the Company 255,326 182,093 Mengling Zhang General manager of ZDSE - 36,519 Zihua Wu Director of the Company 35,940 32,440 Total $ 491,347 $ 372,585 The balances represent cash advances from related parties. From time to time, shareholders, general manager and director of the Company advanced funds to the Company for working capital purpose. The balances with related parties are unsecured, non-interest bearing and repayable on demand. (b) Amount due from a related party During the six months ended June 30, 2019, the Company made advance to Mengling Zhang, General manager of ZDSE, the balance as of June 30, 2019 was $7,210. The amount was subsequently collected. (c) Transactions For the six months ended June 30, 2019 2018 Repayment to related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) 57,485 - Henghui Investment Consultation (SZ) Partnership Business (LP) 4,274 - Mengling Zhang 46,050 - $ 107,809 $ - Cash advance from related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) $ 139,290 $ - Qing Zuo 1,730 - Junze Zhang 105,674 - Mengling Zhang 1,730 - Zihua Wu 3,500 23,108 $ 251,924 $ 23,108 | 8. RELATED PARTIES TRANSACTIONS The Company had the following balances with related parties: (a) Amount due to related parties As of December 31, Relationship 2018 2017 Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 24,052 $ - Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 64,008 - Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 33,473 - Junze Zhang Shareholder and director of the Company 182,093 - Mengling Zhang General manager of ZDSE 36,519 - Zihua Wu Director of the Company 32,440 2,500 Total $ 372,585 $ 2,500 The balances represent cash advances from related parties. From time to time, shareholders, general manager and director of the Company advanced funds to the Company for working capital purpose. The balances with related parties are unsecured, non-interest bearing and repayable on demand. (b) Transactions For the years ended December 31, 2018 2017 Cash advance from related parties Junze Zhang 182,093 - Zihua Wu 27,924 2,500 $ 210,017 $ 2,500 |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Related Parties Transactions | 6. RELATED PARTIES TRANSACTIONS The Company had the following balances and transactions with related parties: (a) Amount due to related parties As of December 31, Relationship 2018 2017 Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by $ 24,052 $ - Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by 64,008 - Qing Zuo Majority shareholder and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board since December 20, 2018 33,473 83,409 Mengling Zhang General manager 36,519 537,137 Total $ 158,052 $ 620,546 The balances represent cash advances from related parties. The balances with related parties are unsecured, non-interest bearing and repayable on demand. From time to time, majority shareholder and general manager of the Company advanced funds to the Company for working capital purpose. As of December 31, 2018, advancements from Qing Zuo and Mengling Zhang amount to $51,801 and $147,239, respectively, to the Company have been converted and treated as capital contribution to the Company pursuant to the Waiver of shareholder’s loan agreements signed on June 27, 2018. (b) Transactions For the years ended December 31, 2018 2017 Tutor fee to related parties Qing Zuo $ 13,320 $ 2,726 Mengling Zhang 18,057 1,969 $ 31,377 $ 4,695 Repayment to related parties Qing Zuo 576 198,622 Mengling Zhang 400,222 69,562 $ 400,798 $ 268,184 Cash advance from related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) $ 25,055 $ - Henghui Investment Consultation (SZ) Partnership Business (LP) 66,676 - Qing Zuo 5,185 94,672 Mengling Zhang 56,612 213,867 $ 153,528 $ 308,338 Shareholder debts converted to capital contribution Qing Zuo $ 51,801 $ - Mengling Zhang 147,239 - $ 199,040 $ - |
Reserves
Reserves | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Reserves | ||
Reserves | 10. RESERVES (a) Legal reserve Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the six months ended June 30, 2018 and 2019, the Company did not accrue any legal reserve. (b) Currency translation reserve The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency. | 9. RESERVES (a) Legal reserve Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the years ended December 31, 2017 and 2018, the Company did not accrue any legal reserve. (b) Currency translation reserve The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency. |
Reserves (Zhongdehuia (SHENZHEN
Reserves (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Reserves | 10. RESERVES (a) Legal reserve Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the six months ended June 30, 2018 and 2019, the Company did not accrue any legal reserve. (b) Currency translation reserve The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency. | 9. RESERVES (a) Legal reserve Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the years ended December 31, 2017 and 2018, the Company did not accrue any legal reserve. (b) Currency translation reserve The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency. |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Reserves | 7. RESERVES (a) Legal reserve Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the years ended December 31, 2017 and 2018, the Company did not accrue any legal reserve. (b) Currency translation reserve The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Operating lease commitments The Company leased an office in Shenzhen, the PRC, under operating leases which was terminated in March 2019. Rent expense for the year ended 2018 was $71,478. Future minimum lease payments for leases with initial or remaining non-cancelable lease terms in excess of one year are as follows: The future minimum lease payments under non-cancellable operating leases in respect of the Company’s office are as follows: 2018 2017 Within 1 year $ 50,201 $ - After 1 year but within 5 years - - $ 50,201 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Operating lease commitments The Company leased an office in Shenzhen, the PRC, under operating leases which was terminated in March 2019. Rent expense for the year ended 2018 was $71,478. Future minimum lease payments for leases with initial or remaining non-cancelable lease terms in excess of one year are as follows: The future minimum lease payments under non-cancellable operating leases in respect of the Company’s office are as follows: 2018 2017 Within 1 year $ 50,201 $ - After 1 year but within 5 years - - $ 50,201 $ - |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Operating lease commitments The Company leased an office in Shenzhen, the PRC, under operating leases which was terminated in March 2019. Rent expense for the years ended December 31, 2017 and 2018 was $143,860 and $150,299, respectively. Future minimum lease payments for leases with initial or remaining non-cancelable lease terms in excess of one year are as follows: The future minimum lease payments under non-cancellable operating leases in respect of the Company’s office are as follows: 2018 2017 Within 1 year $ 50,201 $ 152,543 After 1 year but within 5 years - 53,074 $ 50,201 $ 205,617 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 11. SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations from June 30, 2019 to the date of when the financial statements were issued and has determined that the Company does not have any material subsequent events to disclose in these financial statements. | 11. SUBSEQUENT EVENTS In March 2019, the Company terminated the lease for the office in Shenzhen, PRC three months early of the one year term, which caused the forfeiture of the security deposit amounting to $27,260 and the impairment loss of leasehold improvements and equipment amounting to $55,919. In accordance with ASC 855-10, the Company has analyzed its operations from December 31, 2018 to the date of when the financial statements were issued and has determined that except the above, and the redomiciling and share exchange transaction described at Note 1, the Company does not have any material subsequent events to disclose in these financial statements. |
Subsequent Events (Zhongdehuia
Subsequent Events (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events | 11. SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations from June 30, 2019 to the date of when the financial statements were issued and has determined that the Company does not have any material subsequent events to disclose in these financial statements. | 11. SUBSEQUENT EVENTS In March 2019, the Company terminated the lease for the office in Shenzhen, PRC three months early of the one year term, which caused the forfeiture of the security deposit amounting to $27,260 and the impairment loss of leasehold improvements and equipment amounting to $55,919. In accordance with ASC 855-10, the Company has analyzed its operations from December 31, 2018 to the date of when the financial statements were issued and has determined that except the above, and the redomiciling and share exchange transaction described at Note 1, the Company does not have any material subsequent events to disclose in these financial statements. |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Subsequent Events | 9. SUBSEQUENT EVENTS In March 2019, the Company terminated the lease for the office in Shenzhen, PRC three months early of the one year term, which caused the forfeiture of the security deposit amounting to $27,260 and the impairment loss of leasehold improvements and equipment amounting to $55,919. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net income (loss) of $36,002 and $(31,526) during the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company had net current liability of $500,310 and a deficit on equity of $144,447. As of December 31, 2018, the Company had net current liability of $385,746 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net loss of $279,281 during the year ended December 31, 2018. As of December 31, 2018, the Company had net current liability of $332,440 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Consolidation | (b) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. | (b) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. |
Use of Estimates | (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. | (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc.. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. |
Business Combinations | (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. | (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at June 30, 2019 and 2018. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. | (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2018. The Company has no cash and cash equivalents at December 31, 2017. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. |
Leasehold Improvement and Equipment | (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. | (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. |
Impairment of Long-lived Assets | (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the six months ended June 30, 2018 and 2019. | (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2017 and 2018. |
Value Added Tax ("VAT") | (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. | (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. |
Income Recognition | (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. | (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. |
Operating Leases | (j) Operating leases The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. | (j) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statements of operations on a straight-line basis over the shorter of the lease term or estimated economic life. |
Earnings Per Share | (k) Earnings Per Share The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure. The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s Ordinary Shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive Ordinary Shares as of June 30, 2019. | (k) Earnings Per Share The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure. The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of December 31, 2017 and 2018. |
Foreign Currency Translation | (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2019 2018 Period-end RMB exchange rate 6.87 6.62 Average six months period RMB exchange rate 6.78 6.37 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. | (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. |
Foreign Currency Risk | (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. | (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. |
Fair Value | (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Fair Value of Financial Instruments | (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. | (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. |
Income Taxes | (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. | (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. |
Comprehensive Income | (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. | (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. |
Concentration of Credit Risk | (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of June 30, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the six months ended June 30, 2019. | (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the fiscal years 2017 and 2018. |
Share Capital | (s) Share Capital Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity. | (s) Share Capital Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. |
Recent Accounting Pronouncements | (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this ASU on January 1, 2019. Adoption of this standard resulted in the recognition of right-of-use assets of $425,565 and operating lease liabilities of $425,565. As of June 30, 2019, the adoption of this standard did not have a material impact on the Company’s operating results or cash flows In 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 June 30, 2019. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018 and June 30, 2019. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. | (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company expects to adopt ASU 2016-02 in the first quarter of fiscal year 2019. The Group has substantially completed the assessment of the impacts of the new standard to its existing lease contracts. The Company does not believe the adoption of this ASU would have a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Policies) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Basis of Presentation | (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net income (loss) of $36,002 and $(31,526) during the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company had net current liability of $500,310 and a deficit on equity of $144,447. As of December 31, 2018, the Company had net current liability of $385,746 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net loss of $279,281 during the year ended December 31, 2018. As of December 31, 2018, the Company had net current liability of $332,440 and a deficit on equity of $178,436. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the Chairman of the Board. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the Chairman of the Board indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. | (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc.. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at June 30, 2019 and 2018. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. | (e) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2018. The Company has no cash and cash equivalents at December 31, 2017. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. |
Leasehold Improvement, Furniture and Equipment | (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. | (f) Leasehold Improvement and Equipment An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. |
Impairment of Long-lived Assets | (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the six months ended June 30, 2018 and 2019. | (g) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2017 and 2018. |
Value Added Tax ("VAT") | (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. | (h) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. |
Income Recognition | (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. | (i) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. |
Operating Leases | (j) Operating leases The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. | (j) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statements of operations on a straight-line basis over the shorter of the lease term or estimated economic life. |
Foreign Currency Translation | (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2019 2018 Period-end RMB exchange rate 6.87 6.62 Average six months period RMB exchange rate 6.78 6.37 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. | (l) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations. The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. |
Foreign Currency Risk | (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. | (m) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 80% of the Company’s cash and cash equivalents are in RMB. |
Fair Value | (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | (n) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Fair Value of Financial Instruments | (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. | (o) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. |
Income Taxes | (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. | (p) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. |
Comprehensive Income | (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. | (q) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. |
Concentration of Credit Risk | (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of June 30, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the six months ended June 30, 2019. | (r) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the fiscal years 2017 and 2018. |
Share Capital | (s) Share Capital Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity. | (s) Share Capital Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. |
Recent Accounting Pronouncements | (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 and June 30, 2019. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this ASU on January 1, 2019. Adoption of this standard resulted in the recognition of right-of-use assets of $425,565 and operating lease liabilities of $425,565. As of June 30, 2019, the adoption of this standard did not have a material impact on the Company’s operating results or cash flows In 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018 June 30, 2019. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018 and June 30, 2019. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. | (t) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company expects to adopt ASU 2016-02 in the first quarter of fiscal year 2019. The Group has substantially completed the assessment of the impacts of the new standard to its existing lease contracts. The Company does not believe the adoption of this ASU would have a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2018. In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2018. |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Basis of Presentation | (a) Basis of Presentation The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net loss of $239,197 and $65,564 and during the years ended December 31, 2017 and 2018, respectively. As of December 31, 2017 and 2018, the Company had net current liability of $754,247 and $268,377, respectively, and a deficit on total equity of $439,989 and $113,127, respectively. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the existing shareholders. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the existing shareholders indicated the intent and ability to provide additional equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Use of Estimates | (b) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc.. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. | |
Cash and Cash Equivalents | (c) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2017 and 2018. The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business. | |
Leasehold Improvement, Furniture and Equipment | (d) Leasehold Improvement, Furniture and Equipment An item of leasehold improvement, furniture and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any). The cost of an item of leasehold improvement, furniture and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. The cost of replacing part of leasehold improvement, furniture and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years The assets’ residual value, useful lives, and depreciation method are regularly reviewed. | |
Impairment of Long-lived Assets | (e) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement, furniture and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. Impairment losses are included in the administrative expenses. The Company recorded long-lived asset impairment of $nil and $55,919 during the year ended December 31, 2017 and 2018. | |
Value Added Tax ("VAT") | (f) Value added tax (“VAT”) On January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business in the Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC. Implementation of the Pilot Program, the new enrollment system development services and other operating services which were previously subject to business tax are therefore subject to VAT at the rate of 6% of revenue. The net VAT balance between input VAT and output VAT is recorded as accrued expenses in the Company’s financial statements. From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%. | |
Income Recognition | (g) Income Recognition Recognition of Revenue Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected. Revenue is generated through delivery services when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the services in the contract; (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Other Income and other expenses Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements. | |
Operating Leases | (h) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statement of operations on a straight-line basis over the shorter of the lease term or estimated economic life. | |
Foreign Currency Translation | (i) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the consolidated statements of operations. The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. | |
Foreign Currency Risk | (j) Foreign Currency Risk The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. All of the Company’s cash and cash equivalents are in RMB. | |
Fair Value | (k) Fair Value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
Fair Value of Financial Instruments | (l) Fair Value of financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents and accounts payable approximate their fair values due to the short-term maturities of these instruments. | |
Income Taxes | (m) Income Taxes Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change. The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. | |
Comprehensive Income | (n) Comprehensive income Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income. | |
Concentration of Credit Risk | (o) Concentration of credit risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2018, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any customers constituting 10% or more of the net revenues in the fiscal years 2017 and 2018. | |
Share Capital | (p) Share Capital Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. | |
Recent Accounting Pronouncements | (q) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its financial statements as of December 31, 2018. In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its financial statements as of December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company expects to adopt ASU 2016-02 in the first quarter of fiscal year 2019. The Group has substantially completed the assessment of the impacts of the new standard to its existing lease contracts. The Company does not believe the adoption of this ASU would have a material effect on its financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method for each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its financial statements as of December 31, 2018. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements. |
Description of Business (Tables
Description of Business (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Summary of Subsidiary Information | As of June 30, 2019, the Company’s subsidiaries are as follows: Entity Date of incorporation Date of Place of incorporation Percentage of Principal HGSL May 17, 2017 N/A Seychelles 100 % Investment holding HGCL May 29, 2017 N/A Seychelles 100 % Investment holding HGHK January 4, 2017 April 20, 2018 Hong Kong 100 % Investment holding HEMC March 28, 2017 April 20, 2018 PRC 100 % Investment holding HSEC January 5, 2018 May 4, 2018 PRC 100 % Investment holding ZDSE January19, 2016 June 27, 2018 PRC 100 % Educational services | As of December 31, 2018, the Company’s subsidiaries are as follows: Entity Date of incorporation Date of Place of incorporation Percentage of legal ownership by the Company Principal HGSL May 17, 2017 N/A Seychelles 100 % Investment holding HGCL May 29, 2017 N/A Seychelles 100 % Investment holding HGHK January 4, 2017 April 20, 2018 Hong Kong 100 % Investment holding HEMC March 28, 2017 April 20, 2018 PRC 100 % Investment holding HSEC January 5, 2018 May 4, 2018 PRC 100 % Investment holding ZDSE January19, 2016 June 27, 2018 PRC 100 % Educational services |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Schedule of Estimate Useful Life of Assets | Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years | Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years |
Summary of Exchange of Currency Rates | The exchange rates utilized as follows: 2019 2018 Period-end RMB exchange rate 6.87 6.62 Average six months period RMB exchange rate 6.78 6.37 | The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Tables) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule of Estimate Useful Life of Assets | Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years | Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years |
Summary of Exchange of Currency Rates | The exchange rates utilized as follows: 2019 2018 Period-end RMB exchange rate 6.87 6.62 Average six months period RMB exchange rate 6.78 6.37 | The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Schedule of Estimate Useful Life of Assets | Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 5 years | |
Summary of Exchange of Currency Rates | The exchange rates utilized as follows: 2018 2017 Year-end RMB exchange rate 6.88 6.51 Average annual RMB exchange rate 6.60 6.76 |
Leasehold Improvement and Equ_2
Leasehold Improvement and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Leasehold Improvement and Equipment | June 30, 2019 December 31, 2018 (Unaudited) (Audited) Furniture and education equipment $ 32,172 $ 36,861 Computer equipment and software 44,034 15,529 Leasehold improvements 79,934 - $ 156,140 $ 52,390 Less: accumulated depreciation (34,914 ) (28,198 ) $ 121,226 $ 24,192 | As of December 31, 2018 2017 Furniture and education equipment $ 36,861 $ - Computer equipment and software 15,529 - $ 52,390 $ - Less: accumulated depreciation (28,198 ) - $ 24,192 $ - |
Leasehold Improvement, Furnit_2
Leasehold Improvement, Furniture and Equipment, Net (Tables) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule of Leasehold Improvement and Equipment | June 30, 2019 December 31, 2018 (Unaudited) (Audited) Furniture and education equipment $ 32,172 $ 36,861 Computer equipment and software 44,034 15,529 Leasehold improvements 79,934 - $ 156,140 $ 52,390 Less: accumulated depreciation (34,914 ) (28,198 ) $ 121,226 $ 24,192 | As of December 31, 2018 2017 Furniture and education equipment $ 36,861 $ - Computer equipment and software 15,529 - $ 52,390 $ - Less: accumulated depreciation (28,198 ) - $ 24,192 $ - |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Schedule of Leasehold Improvement and Equipment | As of December 31, 2018 2017 Furniture and education equipment $ 35,291 93,777 Computer equipment and software 15,157 16,278 Leasehold improvements - 187,975 $ 50,448 298,030 Less: accumulated depreciation (28,010 ) (122,173 ) 22,438 175,857 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The following represents the purchase price allocation at the dates of the acquisition: June 27, 2018 Cash and cash equivalents $ 71,016 Other current assets 48,793 Non-current assets 220,634 Current liabilities (340,141 ) Total purchase price $ 302 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Results of Operations Included in the Loss from Discontinued Operations | The following table shows the results of operations of the Company for the years ended December 31, 2017 and 2018 which are included in the loss from discontinued operations: 2018 2017 Revenues $ - $ 9,337 Cost of Goods Sold - (2,631 ) Gross Profit $ - $ 6,706 General and administrative expense - (37,035 ) Loss before income taxes from Discontinued Operations (30,329 ) Provision for income taxes - - Net Loss from Discontinued Operations $ - $ (30,329 ) |
Schedule of Carrying Amounts of the Major Classes of Assets and Liabilities | The following table shows the carrying amounts of the major classes of assets and liabilities associated with the Company as of the October 22, 2017. October 22, 2017 (Unaudited) Amount due to related party $ (31,100 ) Cash 1,525 Inventory 3,520 Equipment, net 4,693 Prepaid Expenses 5,790 Account Payable (895 ) TOTAL $ (16,467 ) |
Other Payables and Accruals (Ta
Other Payables and Accruals (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Schedule of Other Payables and Accruals | June 30, 2019 December 31, 2018 (Unaudited) (Audited) Accrued payroll and welfare payable $ 49,556 $ 16,221 VAT and other taxes payable 18,501 1,379 Others 21,460 2,296 $ 89,517 $ 19,896 | As of December 31, 2018 2017 Accrued payroll and welfare payable $ 16,221 $ - VAT and other taxes payable 1,379 - Others 2,296 - $ 19,896 $ - |
Other Payables and Accruals (_2
Other Payables and Accruals (Tables) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule of Other Payables and Accruals | June 30, 2019 December 31, 2018 (Unaudited) (Audited) Accrued payroll and welfare payable $ 49,556 $ 16,221 VAT and other taxes payable 18,501 1,379 Others 21,460 2,296 $ 89,517 $ 19,896 | As of December 31, 2018 2017 Accrued payroll and welfare payable $ 16,221 $ - VAT and other taxes payable 1,379 - Others 2,296 - $ 19,896 $ - |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Schedule of Other Payables and Accruals | As of December 31, 2018 2017 Accrued payroll and welfare payable $ 9,690 25,493 Amounts reimbursable to employees (a) - 4,252 VAT and other taxes payable 1,379 10,467 Others (b) - 15,913 $ 11,069 56,125 (a) Amounts reimbursable to employees include travelling and related expenses. (b) Others primarily include conference fee and other miscellaneous expenses payable. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Income Tax Expenses Benefits | Income tax expense (benefits) For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Current tax expense $ 47,866 $ - Deferred tax benefits - - $ 47,866 $ - | Income tax expense (benefits) For the years ended 2018 2017 Current tax expense $ - $ - Deferred tax benefits (43,930 ) - $ (43,930 ) $ - |
Schedule of Reconciliation of Effective Income Tax Rates | A reconciliation of the effective tax rates from 25% statutory tax rates for the six months ended June 30, 2019 and 2018 is as follows: For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Income (loss) before tax $ 87,375 $ (31,526 ) Tax expense calculated at statutory tax rate 21,843 (7,882 ) Valuation allowance 26,023 7,882 $ 47,866 $ - | A reconciliation of the effective tax rates from 25% statutory tax rates for the years ended December 31, 2017 and 2018 is as follows: For the years ended 2018 2017 Loss before tax $ (323,211 ) $ (32,829 ) Tax benefit calculated at statutory tax rate (80,803 ) (8,207 ) Valuation allowance 36,873 8,207 $ (43,930 ) $ - |
Schedule of Deferred Income Tax | The movement in the deferred income tax account is as follows: June 30, 2019 December 31, 2018 (Unaudited) (Audited) Beginning of the year $ 129,812 $ - Deferred tax assets acquired through acquisition of ZDSE - 89,384 (Debited)/Credited to the statement of income (loss) (47,866) 43,930 Exchange difference 1,381 (3,502 ) End of the period/year $ 83,327 $ 129,812 | The movement in the deferred income tax account is as follows: 2018 2017 At January 1 $ - $ - Deferred tax assets acquired through acquisition of ZDSE 89,384 - Credited to the statement of loss 43,930 - Exchange difference (3,502 ) At December 31 $ 129,812 $ - |
Income Taxes (Tables) (Zhongdeh
Income Taxes (Tables) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule of Income Tax Expenses Benefits | Income tax expense (benefits) For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Current tax expense $ 47,866 $ - Deferred tax benefits - - $ 47,866 $ - | Income tax expense (benefits) For the years ended 2018 2017 Current tax expense $ - $ - Deferred tax benefits (43,930 ) - $ (43,930 ) $ - |
Schedule of Reconciliation of Effective Income Tax Rates | A reconciliation of the effective tax rates from 25% statutory tax rates for the six months ended June 30, 2019 and 2018 is as follows: For the six months ended June 30, 2019 2018 (Unaudited) (Unaudited) Income (loss) before tax $ 87,375 $ (31,526 ) Tax expense calculated at statutory tax rate 21,843 (7,882 ) Valuation allowance 26,023 7,882 $ 47,866 $ - | A reconciliation of the effective tax rates from 25% statutory tax rates for the years ended December 31, 2017 and 2018 is as follows: For the years ended 2018 2017 Loss before tax $ (323,211 ) $ (32,829 ) Tax benefit calculated at statutory tax rate (80,803 ) (8,207 ) Valuation allowance 36,873 8,207 $ (43,930 ) $ - |
Schedule of Deferred Income Tax | The movement in the deferred income tax account is as follows: June 30, 2019 December 31, 2018 (Unaudited) (Audited) Beginning of the year $ 129,812 $ - Deferred tax assets acquired through acquisition of ZDSE - 89,384 (Debited)/Credited to the statement of income (loss) (47,866) 43,930 Exchange difference 1,381 (3,502 ) End of the period/year $ 83,327 $ 129,812 | The movement in the deferred income tax account is as follows: 2018 2017 At January 1 $ - $ - Deferred tax assets acquired through acquisition of ZDSE 89,384 - Credited to the statement of loss 43,930 - Exchange difference (3,502 ) At December 31 $ 129,812 $ - |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Schedule of Income Tax Expenses Benefits | Income tax expense (benefits) For the years ended December 31, 2018 2017 Current tax expense $ - $ - Deferred tax benefits (expenses) 1,142 (50,860 ) $ 1,142 $ (50,860 ) | |
Schedule of Reconciliation of Effective Income Tax Rates | For the years ended December 31, 2018 2017 Loss before tax $ (64,422 ) $ (290,057 ) Tax credit calculated at statutory tax rate (16,105 ) (72,514 ) Expense not deductible for tax 17,247 21,654 $ 1,142 $ (50,860 ) | |
Schedule of Deferred Income Tax | The movement in the deferred income tax account is as follows: 2018 2017 At January 1 $ 138,401 $ 80,176 Charged (credited) to the statement of loss (1,142 ) 50,860 Exchange difference (7,447 ) 7,365 At December 31 $ 129,812 $ 138,401 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | The Company’s future minimum payments under long-term non-cancelable operating leases are as follows: As of June 30, 2019 (Unaudited) Within 1 year $ 278,879 After 1 year but within 5 years 348,569 Total lease payments $ 627,448 Less: unrecognized lease obligations (171,076 ) Less: imputed interest (30,807 ) Total lease obligations 425,565 Less: current obligations (151,310 ) Long-term lease obligations $ 274,255 |
Schedule of Other Operating Leases | Other information: For the six months ended June 30, 2019 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: $ Operating cash flow from operating lease 68,086 Right-of-use assets obtained in exchange for operating lease liabilities 485,282 Remaining lease term for operating lease (years) 2.75 Weighted average discount rate for operating lease 4.75 % |
Related Parties Transactions (T
Related Parties Transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Schedule of Amount Due to Related Parties | (a) Amount due to related parties Relationship June 30, 2019 December 31, 2018 (Unaudited) (Audited) Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 104,934 $ 24,052 Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 59,902 64,008 Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 35,245 33,473 Junze Zhang Shareholder and director of the Company 255,326 182,093 Mengling Zhang General manager of ZDSE - 36,519 Zihua Wu Director of the Company 35,940 32,440 Total $ 491,347 $ 372,585 (c) Transactions For the six months ended June 30, 2019 2018 Repayment to related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) 57,485 - Henghui Investment Consultation (SZ) Partnership Business (LP) 4,274 - Mengling Zhang 46,050 - $ 107,809 $ - Cash advance from related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) $ 139,290 $ - Qing Zuo 1,730 - Junze Zhang 105,674 - Mengling Zhang 1,730 - Zihua Wu 3,500 23,108 $ 251,924 $ 23,108 | (a) Amount due to related parties As of December 31, Relationship 2018 2017 Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 24,052 $ - Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 64,008 - Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 33,473 - Junze Zhang Shareholder and director of the Company 182,093 - Mengling Zhang General manager of ZDSE 36,519 - Zihua Wu Director of the Company 32,440 2,500 Total $ 372,585 $ 2,500 (b) Transactions For the years ended December 31, 2018 2017 Cash advance from related parties Junze Zhang 182,093 - Zihua Wu 27,924 2,500 $ 210,017 $ 2,500 |
Related Parties Transactions _2
Related Parties Transactions (Tables) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule of Amount Due to Related Parties | (a) Amount due to related parties Relationship June 30, 2019 December 31, 2018 (Unaudited) (Audited) Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 104,934 $ 24,052 Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 59,902 64,008 Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 35,245 33,473 Junze Zhang Shareholder and director of the Company 255,326 182,093 Mengling Zhang General manager of ZDSE - 36,519 Zihua Wu Director of the Company 35,940 32,440 Total $ 491,347 $ 372,585 (c) Transactions For the six months ended June 30, 2019 2018 Repayment to related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) 57,485 - Henghui Investment Consultation (SZ) Partnership Business (LP) 4,274 - Mengling Zhang 46,050 - $ 107,809 $ - Cash advance from related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) $ 139,290 $ - Qing Zuo 1,730 - Junze Zhang 105,674 - Mengling Zhang 1,730 - Zihua Wu 3,500 23,108 $ 251,924 $ 23,108 | (a) Amount due to related parties As of December 31, Relationship 2018 2017 Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo $ 24,052 $ - Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by Qing Zuo 64,008 - Qing Zuo Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 33,473 - Junze Zhang Shareholder and director of the Company 182,093 - Mengling Zhang General manager of ZDSE 36,519 - Zihua Wu Director of the Company 32,440 2,500 Total $ 372,585 $ 2,500 (b) Transactions For the years ended December 31, 2018 2017 Cash advance from related parties Junze Zhang 182,093 - Zihua Wu 27,924 2,500 $ 210,017 $ 2,500 |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||
Schedule of Amount Due to Related Parties | The Company had the following balances and transactions with related parties: (a) Amount due to related parties As of December 31, Relationship 2018 2017 Hengqing Investment Consultation(SZ) Partnership Business (LP) Company controlled by $ 24,052 $ - Henghui Investment Consultation(SZ) Partnership Business (LP) Company controlled by 64,008 - Qing Zuo Majority shareholder and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board since December 20, 2018 33,473 83,409 Mengling Zhang General manager 36,519 537,137 Total $ 158,052 $ 620,546 (b) Transactions For the years ended December 31, 2018 2017 Tutor fee to related parties Qing Zuo $ 13,320 $ 2,726 Mengling Zhang 18,057 1,969 $ 31,377 $ 4,695 Repayment to related parties Qing Zuo 576 198,622 Mengling Zhang 400,222 69,562 $ 400,798 $ 268,184 Cash advance from related parties Hengqing Investment Consultation (SZ) Partnership Business (LP) $ 25,055 $ - Henghui Investment Consultation (SZ) Partnership Business (LP) 66,676 - Qing Zuo 5,185 94,672 Mengling Zhang 56,612 213,867 $ 153,528 $ 308,338 Shareholder debts converted to capital contribution Qing Zuo $ 51,801 $ - Mengling Zhang 147,239 - $ 199,040 $ - |
Commitments and Contingencies_2
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under non-cancellable operating leases in respect of the Company’s office are as follows: 2018 2017 Within 1 year $ 50,201 $ - After 1 year but within 5 years - - $ 50,201 $ - |
Commitments and Contingencies_3
Commitments and Contingencies (Tables) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under non-cancellable operating leases in respect of the Company’s office are as follows: 2018 2017 Within 1 year $ 50,201 $ - After 1 year but within 5 years - - $ 50,201 $ - |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under non-cancellable operating leases in respect of the Company’s office are as follows: 2018 2017 Within 1 year $ 50,201 $ 152,543 After 1 year but within 5 years - 53,074 $ 50,201 $ 205,617 |
Description of Business (Detail
Description of Business (Details Narrative) - shares | Jul. 03, 2019 | Nov. 02, 2017 | Jul. 04, 2019 |
Sale of stock shares issued in transaction | 2,000,000 | ||
Subsequent Event [Member] | Huahui Group Stock Limited [Member] | |||
Number of ordinary shares of common stock exchanged | 300,000,000 | ||
Ownership interest percentage | 100.00% | 99.10% | |
Subsequent Event [Member] | Huahui Group Stock Limited [Member] | Mr. Zihua Wu [Member] | |||
Ownership interest percentage | 0.90% |
Description of Business (Deta_2
Description of Business (Details Narrative) (10-K) - shares | Jul. 03, 2019 | Nov. 02, 2017 | Jul. 04, 2019 |
Sale of stock shares issued in transaction | 2,000,000 | ||
Subsequent Event [Member] | Huahui Group Stock Limited [Member] | |||
Number of ordinary shares of common stock exchanged | 300,000,000 | ||
Ownership interest percentage | 100.00% | 99.10% | |
Subsequent Event [Member] | Huahui Group Stock Limited [Member] | Mr. Zihua Wu [Member] | |||
Ownership interest percentage | 0.90% |
Description of Business - Summa
Description of Business - Summary of Subsidiary Information (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
HGSL [Member] | ||
Date of incorporation | May 17, 2017 | May 17, 2017 |
Place of incorporation | Seychelles | Seychelles |
Percentage of legal ownership by the Company | 100.00% | 100.00% |
Principal activities | Investment holding | Investment holding |
HGCL [Member] | ||
Date of incorporation | May 29, 2017 | May 29, 2017 |
Place of incorporation | Seychelles | Seychelles |
Percentage of legal ownership by the Company | 100.00% | 100.00% |
Principal activities | Investment holding | Investment holding |
HGHK [Member] | ||
Date of incorporation | Jan. 4, 2017 | Jan. 4, 2017 |
Date of acquisition | Apr. 20, 2018 | Apr. 20, 2018 |
Place of incorporation | Hong Kong | Hong Kong |
Percentage of legal ownership by the Company | 100.00% | 100.00% |
Principal activities | Investment holding | Investment holding |
HEMC [Member] | ||
Date of incorporation | Mar. 28, 2017 | Mar. 28, 2017 |
Date of acquisition | Apr. 20, 2018 | Apr. 20, 2018 |
Place of incorporation | PRC | PRC |
Percentage of legal ownership by the Company | 100.00% | 100.00% |
Principal activities | Investment holding | Investment holding |
HSEC [Member] | ||
Date of incorporation | Jan. 5, 2018 | Jan. 5, 2018 |
Date of acquisition | May 4, 2018 | May 4, 2018 |
Place of incorporation | PRC | PRC |
Percentage of legal ownership by the Company | 100.00% | 100.00% |
Principal activities | Investment holding | Investment holding |
ZDSE [Member] | ||
Date of incorporation | Jan. 19, 2016 | Jan. 19, 2016 |
Date of acquisition | Jun. 27, 2018 | Jun. 27, 2018 |
Place of incorporation | PRC | PRC |
Percentage of legal ownership by the Company | 100.00% | 100.00% |
Principal activities | Educational services | Educational services |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) | Jan. 01, 2012 | Aug. 31, 2018 | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jul. 31, 2018 | Jan. 02, 2019USD ($) | Dec. 31, 2016USD ($) |
Net income (loss) | $ 36,002 | $ (31,526) | $ (279,281) | $ (32,829) | |||||
Current liabilities, net | 1,004,614 | 539,750 | 2,500 | ||||||
Total equity (deficit) | $ (144,447) | $ 66,367 | $ (178,436) | $ 97,500 | $ 13,862 | ||||
Potentially dilutive ordinary shares | shares | |||||||||
Operating lease term | 1 year | ||||||||
Operating lease right-of-use assets | $ 425,565 | ||||||||
ASU 2016-02 [Member] | |||||||||
Operating lease term | 12 months | 12 months | |||||||
Operating lease right-of-use assets | $ 425,565 | ||||||||
Operating lease liabilities | $ 425,565 | ||||||||
Revenue [Member] | |||||||||
Concentration of credit risk | 10.00% | 10.00% | 10.00% | ||||||
RMB [Member] | |||||||||
Foreign currency risk, percentage | 80 | 80 | |||||||
Valued Added Tax [Member] | |||||||||
Income tax percentage | 6.00% | 6.00% | 3.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) (10-K) | Jan. 01, 2012 | Aug. 31, 2018 | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jul. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2016USD ($) |
Net income (loss) | $ 36,002 | $ (31,526) | $ (279,281) | $ (32,829) | |||||
Current liabilities, net | 1,004,614 | 539,750 | 2,500 | ||||||
Total equity (deficit) | (144,447) | $ 66,367 | (178,436) | 97,500 | $ 13,862 | ||||
Cash and cash equivalents | $ 378,136 | $ 189,210 | |||||||
Potentially dilutive ordinary shares | shares | |||||||||
Operating lease term | 1 year | ||||||||
ASU 2016-02 [Member] | |||||||||
Operating lease term | 12 months | 12 months | |||||||
Revenue [Member] | |||||||||
Concentration of credit risk | 10.00% | 10.00% | 10.00% | ||||||
RMB [Member] | |||||||||
Foreign currency risk, percentage | 80 | 80 | |||||||
Valued Added Tax [Member] | |||||||||
Income tax percentage | 6.00% | 6.00% | 3.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Narrative) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | Jan. 01, 2012 | Mar. 31, 2019 | Aug. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2018 | Dec. 31, 2016 |
Net income (loss) | $ 36,002 | $ (31,526) | $ (279,281) | $ (32,829) | |||||
Current liabilities, net | 1,004,614 | 539,750 | 2,500 | ||||||
Total equity (deficit) | $ (144,447) | $ 66,367 | (178,436) | $ 97,500 | $ 13,862 | ||||
Impairment of leasehold improvements and equipment | $ 55,919 | $ 55,919 | |||||||
Revenue [Member] | |||||||||
Concentration of credit risk | 10.00% | 10.00% | 10.00% | ||||||
Valued Added Tax [Member] | |||||||||
Income tax percentage | 6.00% | 6.00% | 3.00% | ||||||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |||||||||
Net income (loss) | $ (65,564) | $ (239,197) | |||||||
Current liabilities, net | 316,390 | 1,019,591 | |||||||
Total equity (deficit) | (113,127) | (439,989) | |||||||
Impairment of leasehold improvements and equipment | $ 55,919 | $ 55,919 | |||||||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Revenue [Member] | |||||||||
Concentration of credit risk | 10.00% | ||||||||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Valued Added Tax [Member] | |||||||||
Income tax percentage | 6.00% | 6.00% | 3.00% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Estimate Useful Life of Assets (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Leasehold Improvements [Member] | ||
Property plant and equipment useful life, description | Shorter of the lease term or estimated useful life | Shorter of the lease term or estimated useful life |
Furniture and Education Equipment [Member] | ||
Property plant and equipment useful life | 5 years | 5 years |
Computer Equipment and Software [Member] | ||
Property plant and equipment useful life | 5 years | 5 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Estimate Useful Life of Assets (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Leasehold Improvements [Member] | ||
Property plant and equipment useful life, description | Shorter of the lease term or estimated useful life | Shorter of the lease term or estimated useful life |
Furniture and Education Equipment [Member] | ||
Property plant and equipment useful life | 5 years | 5 years |
Computer Equipment and Software [Member] | ||
Property plant and equipment useful life | 5 years | 5 years |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Leasehold Improvements [Member] | ||
Property plant and equipment useful life, description | Shorter of the lease term or estimated useful life | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Furniture and Education Equipment [Member] | ||
Property plant and equipment useful life | 5 years | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Computer Equipment and Software [Member] | ||
Property plant and equipment useful life | 5 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Summary of Exchange of Currency Rates (Details) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Period-End RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.87 | 6.62 | ||
Period-Average RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.78 | 6.37 | ||
Year-End RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.88 | 6.51 | ||
Annual-Average RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.60 | 6.76 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Summary of Exchange of Currency Rates (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Period-End RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.87 | 6.62 | ||
Period-Average RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.78 | 6.37 | ||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Period-End RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.88 | 6.51 | ||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Period-Average RMB [Member] | ||||
Foreign currency exchange rate, translation | 6.60 | 6.76 |
Business Combination (Details N
Business Combination (Details Narrative) (10-K) | Jun. 30, 2018 |
Equity Transfer Agreement [Member] | Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |
Acquisition of equity percentage | 100.00% |
Business Combination - Schedule
Business Combination - Schedule of Purchase Price Allocation (Details) (10-K) | Jun. 27, 2018USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 71,016 |
Other current assets | 48,793 |
Non-current assets | 220,634 |
Current liabilities | (340,141) |
Total purchase price | $ 302 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Results of Operations Included in the Loss from Discontinued Operations (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $ 9,337 | |
Cost of Goods Sold | (2,631) | |
Gross Profit | 6,706 | |
General and administrative expense | (37,035) | |
Loss before income taxes from Discontinued Operations | (30,329) | |
Provision for income taxes | ||
Net Loss from Discontinued Operations | $ (30,329) |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Carrying Amounts of the Major Classes of Assets and Liabilities (Details) (10-K) | Oct. 22, 2017USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Amount due to related party | $ (31,100) |
Cash | 1,525 |
Inventory | 3,520 |
Equipment, net | 4,693 |
Prepaid Expenses | 5,790 |
Account Payable | (895) |
TOTAL | $ (16,467) |
Leasehold Improvement and Equ_3
Leasehold Improvement and Equipment, Net (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation expense | $ 37,247 | $ 40,131 | |||
Impairment of leasehold improvements and equipment | $ 55,919 | 55,919 | |||
Leasehold Improvements [Member] | |||||
Impairment of leasehold improvements and equipment | 33,882 | ||||
Furniture [Member] | |||||
Impairment of leasehold improvements and equipment | $ 22,037 |
Leasehold Improvement and Equ_4
Leasehold Improvement and Equipment, Net (Details Narrative) (10-K) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation expense | $ 37,247 | $ 40,131 | |||
Impairment of leasehold improvements and equipment | $ 55,919 | 55,919 | |||
Leasehold Improvements [Member] | |||||
Impairment of leasehold improvements and equipment | 33,882 | ||||
Furniture [Member] | |||||
Impairment of leasehold improvements and equipment | $ 22,037 |
Leasehold Improvement and Equ_5
Leasehold Improvement and Equipment, Net (Details Narrative) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation expense | $ 37,247 | $ 40,131 | |||
Impairment of leasehold improvements and equipments | $ 55,919 | 55,919 | |||
Leasehold Improvements [Member] | |||||
Impairment of leasehold improvements and equipments | 33,882 | ||||
Furniture and Education Equipment [Member] | |||||
Impairment of leasehold improvements and equipments | 22,037 | ||||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |||||
Depreciation expense | 83,193 | 76,191 | |||
Impairment of leasehold improvements and equipments | $ 55,919 | 55,919 | |||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Leasehold Improvements [Member] | |||||
Impairment of leasehold improvements and equipments | 33,882 | ||||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | Furniture and Education Equipment [Member] | |||||
Impairment of leasehold improvements and equipments | $ 22,037 |
Leasehold Improvement and Equ_6
Leasehold Improvement and Equipment, Net - Schedule of Leasehold Improvement and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | |||
Furniture and education equipment | $ 32,172 | $ 36,861 | |
Computer equipment and software | 44,034 | 15,529 | |
Leasehold improvements | 79,934 | ||
Leasehold improvement and equipment, gross | 156,140 | 52,390 | |
Less: accumulated depreciation | (34,914) | (28,198) | |
Leasehold improvement and equipment, net | $ 121,226 | $ 24,192 |
Leasehold Improvement and Equ_7
Leasehold Improvement and Equipment, Net - Schedule of Leasehold Improvement and Equipment (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Furniture and education equipment | $ 32,172 | $ 36,861 | |
Computer equipment and software | 44,034 | 15,529 | |
Leasehold improvements | 79,934 | ||
Leasehold improvement and equipment, gross | 156,140 | 52,390 | |
Less: accumulated depreciation | (34,914) | (28,198) | |
Leasehold improvement and equipment, net | $ 121,226 | 24,192 | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |||
Furniture and education equipment | 35,291 | 93,777 | |
Computer equipment and software | 15,157 | 16,278 | |
Leasehold improvements | 187,975 | ||
Leasehold improvement and equipment, gross | 50,448 | 298,030 | |
Less: accumulated depreciation | (28,010) | (122,173) | |
Leasehold improvement and equipment, net | $ 22,438 | $ 175,857 |
Other Payables and Accruals - S
Other Payables and Accruals - Schedule of Other Payables and Accruals (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | |||
Accrued payroll and welfare payable | $ 49,556 | $ 16,221 | |
VAT and other taxes payable | 18,501 | 1,379 | |
Others | 21,460 | 2,296 | |
Total Other payables and accruals | $ 89,517 | $ 19,896 |
Other Payables and Accruals -_2
Other Payables and Accruals - Schedule of Other Payables and Accruals (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accrued payroll and welfare payable | $ 49,556 | $ 16,221 | ||
VAT and other taxes payable | 18,501 | 1,379 | ||
Others | 21,460 | 2,296 | ||
Total Other payables and accruals | $ 89,517 | 19,896 | ||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Accrued payroll and welfare payable | 9,690 | 25,493 | ||
Amounts reimbursable to employees | [1] | 4,252 | ||
VAT and other taxes payable | 1,379 | 10,467 | ||
Others | [2] | 15,913 | ||
Total Other payables and accruals | $ 11,069 | $ 56,125 | ||
[1] | Amounts reimbursable to employees include travelling and related expenses. | |||
[2] | Others primarily include conference fee and other miscellaneous expenses payable. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax statutory tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Principal income tax rate, percentage | 25.00% | 25.00% | ||
Net operating loss carried-forward | $ 333,308 | $ 519,248 | ||
Income tax expire date description | Expire on various dates from December 31, 2021 to December 31, 2023 | Expire on various dates from December 31, 2021 to December 31, 2023 | ||
Hong Kong [Member] | ||||
Income tax rate | 16.50% | 16.50% | ||
PRC [Member] | ||||
Income tax statutory tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Income Taxes (Details Narrati_2
Income Taxes (Details Narrative) (10-K) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax statutory tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Principal income tax rate, percentage | 25.00% | 25.00% | ||
Net operating loss carried-forward | $ 333,308 | $ 519,248 | ||
Income tax expire date description | Expire on various dates from December 31, 2021 to December 31, 2023 | Expire on various dates from December 31, 2021 to December 31, 2023 | ||
Hong Kong [Member] | ||||
Income tax rate | 16.50% | 16.50% | ||
PRC [Member] | ||||
Income tax statutory tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Income Taxes (Details Narrati_3
Income Taxes (Details Narrative) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax statutory tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Principal income tax rate, percentage | 25.00% | 25.00% | ||
Net operating loss carried-forward | $ 333,308 | $ 519,248 | ||
Income tax expire date description | Expire on various dates from December 31, 2021 to December 31, 2023 | Expire on various dates from December 31, 2021 to December 31, 2023 | ||
PRC [Member] | ||||
Income tax statutory tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Income tax statutory tax rate | 25.00% | 25.00% | ||
Principal income tax rate, percentage | 25.00% | |||
Net operating loss carried-forward | $ 519,248 | $ 553,604 | ||
Income tax expire date description | Expire on various dates from December 31, 2021 to December 31, 2023 | |||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | PRC [Member] | ||||
Income tax statutory tax rate | 25.00% | 25.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expenses Benefits (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Current tax expense | $ 47,866 | |||
Deferred tax benefits | (43,930) | |||
Total income taxes | $ (47,866) | $ 43,930 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expenses Benefits (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax expense | $ 47,866 | |||
Deferred tax benefits (expenses) | (43,930) | |||
Total income taxes | $ 47,866 | (43,930) | ||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Current tax expense | ||||
Deferred tax benefits (expenses) | 1,142 | (50,860) | ||
Total income taxes | $ 1,142 | $ (50,860) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Income Tax Rates (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before tax | $ 87,375 | $ (31,526) | $ (323,211) | $ (32,829) |
Tax expense calculated at statutory tax rate | 21,843 | (7,882) | (80,803) | (8,207) |
Valuation allowance | 26,023 | 7,882 | 36,873 | 8,207 |
Total income taxes | $ (47,866) | $ 43,930 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Effective Income Tax Rates (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loss before tax | $ 87,375 | $ (31,526) | $ (323,211) | $ (32,829) |
Tax credit calculated at statutory tax rate | 21,843 | (7,882) | (80,803) | (8,207) |
Total income taxes | $ 47,866 | (43,930) | ||
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Loss before tax | (64,422) | (290,057) | ||
Tax credit calculated at statutory tax rate | (16,105) | (72,514) | ||
Expense not deductible for tax | 17,247 | 21,654 | ||
Total income taxes | $ 1,142 | $ (50,860) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Beginning of the year | $ 129,812 | |||
Deferred tax assets acquired through acquisition of ZDSE | 89,384 | 89,384 | ||
(Debited)/Credited to the statement of income (loss) | (47,866) | 43,930 | 43,930 | |
Exchange difference | 1,381 | (3,502) | (3,502) | |
End of the period/year | $ 83,327 | $ 129,812 | $ 129,812 |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Income Tax (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Beginning of the year | $ 129,812 | |||
Charged (credited) to the statement of loss | (47,866) | 43,930 | 43,930 | |
Exchange difference | 1,381 | (3,502) | (3,502) | |
End of the period/year | 83,327 | 129,812 | 129,812 | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Beginning of the year | $ 129,812 | $ 138,401 | 138,401 | 80,176 |
Charged (credited) to the statement of loss | (1,142) | 50,860 | ||
Exchange difference | (7,447) | 7,365 | ||
End of the period/year | $ 129,812 | $ 138,401 |
Leases - (Details Narrative)
Leases - (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Operating leases terminating description | The Company leased various training centers in the PRC, under operating leases terminating in August 2019 through August 2022. | |
Rent expense | $ 95,295 | $ 71,478 |
Operating lease term | 1 year | |
Operating lease expiring date | Mar. 31, 2022 | |
Operating lease right-of-use assets | $ 425,565 | |
Operating lease liabilities current | 151,310 | |
Operating lease liabilities non-current | $ 274,255 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | |||
Within 1 year | $ 278,879 | $ 50,201 | |
After 1 year but within 5 years | 348,569 | ||
Total lease payments | 627,448 | 50,201 | |
Less: unrecognized lease obligations | (171,076) | ||
Less: imputed interest | (30,807) | ||
Total lease obligations | 425,565 | ||
Less: current obligations | (151,310) | ||
Long-term lease obligations | $ 274,255 |
Leases - Schedule of Other Oper
Leases - Schedule of Other Operating Leases (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | ||||
Operating cash flow from operating lease | $ 68,086 | |||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 485,282 | $ 16,467 | ||
Remaining lease term for operating lease (years) | 2 years 9 months | |||
Weighted average discount rate for operating lease | 4.75% |
Related Parties Transactions (D
Related Parties Transactions (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Amount due from a related party | $ 7,210 | |
Mengling Zhang [Member] | ||
Amount due from a related party | $ 7,210 |
Related Parties Transactions _3
Related Parties Transactions (Details Narrative) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Shareholder debts converted to capital contribution | $ 199,040 | |
Qing Zuo [Member] | ||
Shareholder debts converted to capital contribution | 51,801 | |
Mengling Zhang [Member] | ||
Shareholder debts converted to capital contribution | $ 147,239 |
Related Parties Transactions -
Related Parties Transactions - Schedule of Amount Due to Related Parties (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amount due to related parties | $ 491,347 | $ 372,585 | $ 2,500 | |
Repayment to related parties | 107,809 | |||
Cash advance from related parties | $ 251,924 | 23,108 | $ 210,017 | $ 2,500 |
Hengqing Investment Consultation(SZ) Partnership Business (LP) [Member] | ||||
Related party description | Company controlled by Qing Zuo | Company controlled by Qing Zuo | Company controlled by Qing Zuo | |
Amount due to related parties | $ 104,934 | $ 24,052 | ||
Repayment to related parties | 57,485 | |||
Cash advance from related parties | $ 139,290 | |||
Henghui Investment Consultation(SZ) Partnership Business (LP) [Member] | ||||
Related party description | Company controlled by Qing Zuo | Company controlled by Qing Zuo | Company controlled by Qing Zuo | |
Amount due to related parties | $ 59,902 | $ 64,008 | ||
Repayment to related parties | $ 4,274 | |||
Qing Zuo [Member] | ||||
Related party description | Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 | Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 | Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 | |
Amount due to related parties | $ 35,245 | $ 33,473 | ||
Cash advance from related parties | $ 1,730 | |||
Junze Zhang [Member] | ||||
Related party description | Shareholder and director of the Company | Shareholder and director of the Company | Shareholder and director of the Company | |
Amount due to related parties | $ 255,326 | $ 182,093 | ||
Cash advance from related parties | $ 105,674 | $ 182,093 | ||
Mengling Zhang [Member] | ||||
Related party description | General manager of ZDSE | General manager of ZDSE | General manager of ZDSE | |
Amount due to related parties | $ 36,519 | |||
Repayment to related parties | 46,050 | |||
Cash advance from related parties | $ 1,730 | |||
Zihua Wu [Member] | ||||
Related party description | Director of the Company | Director of the Company | Director of the Company | |
Amount due to related parties | $ 35,940 | $ 32,440 | ||
Cash advance from related parties | $ 3,500 | $ 23,108 | $ 27,924 | $ 2,500 |
Related Parties Transactions _4
Related Parties Transactions - Schedule of Amount Due to Related Parties (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amount due to related parties | $ 491,347 | $ 372,585 | $ 2,500 | |
Repayment to related parties | 107,809 | |||
Cash advance from related parties | $ 251,924 | 23,108 | 210,017 | 2,500 |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Amount due to related parties | 158,052 | 620,546 | ||
Tutor fee | 31,377 | 4,695 | ||
Repayment to related parties | 400,798 | 268,184 | ||
Cash advance from related parties | 153,528 | 308,538 | ||
Shareholder debts converted to capital contribution | $ 199,040 | |||
Hengqing Investment Consultation(SZ) Partnership Business (LP) [Member] | ||||
Related party description | Company controlled by Qing Zuo | Company controlled by Qing Zuo | Company controlled by Qing Zuo | |
Amount due to related parties | $ 104,934 | $ 24,052 | ||
Repayment to related parties | 57,485 | |||
Cash advance from related parties | $ 139,290 | |||
Hengqing Investment Consultation(SZ) Partnership Business (LP) [Member] | Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Related party description | Company controlled by Qing Zuo | Company controlled by Qing Zuo | ||
Amount due to related parties | $ 24,052 | |||
Cash advance from related parties | $ 25,055 | |||
Henghui Investment Consultation(SZ) Partnership Business (LP) [Member] | ||||
Related party description | Company controlled by Qing Zuo | Company controlled by Qing Zuo | Company controlled by Qing Zuo | |
Amount due to related parties | $ 59,902 | $ 64,008 | ||
Repayment to related parties | $ 4,274 | |||
Henghui Investment Consultation(SZ) Partnership Business (LP) [Member] | Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Related party description | Company controlled by Qing Zuo | Company controlled by Qing Zuo | ||
Amount due to related parties | $ 64,008 | |||
Cash advance from related parties | $ 66,676 | |||
Qing Zuo [Member] | ||||
Related party description | Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 | Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 | Majority shareholder of ZDSE and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board of ZDSE since December 20, 2018 | |
Amount due to related parties | $ 35,245 | $ 33,473 | ||
Cash advance from related parties | $ 1,730 | |||
Qing Zuo [Member] | Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Related party description | Majority shareholder and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board since December 20, 2018 | Majority shareholder and executive chairman until June 27, 2018 and November 28, 2018, respectively. Currently Chairman of the Board since December 20, 2018 | ||
Amount due to related parties | $ 33,473 | $ 83,409 | ||
Tutor fee | 13,320 | 2,726 | ||
Repayment to related parties | 576 | 198,622 | ||
Cash advance from related parties | 5,185 | 94,672 | ||
Shareholder debts converted to capital contribution | $ 51,801 | |||
Mengling Zhang [Member] | ||||
Related party description | General manager of ZDSE | General manager of ZDSE | General manager of ZDSE | |
Amount due to related parties | $ 36,519 | |||
Repayment to related parties | 46,050 | |||
Cash advance from related parties | $ 1,730 | |||
Mengling Zhang [Member] | Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | ||||
Related party description | General manager | General manager | ||
Amount due to related parties | $ 36,519 | $ 537,137 | ||
Tutor fee | 18,057 | 1,969 | ||
Repayment to related parties | 400,222 | 69,562 | ||
Cash advance from related parties | 56,612 | 213,867 | ||
Shareholder debts converted to capital contribution | $ 147,239 |
Reserves (Details Narrative)
Reserves (Details Narrative) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
PRC's Foreign Investment Enterprises [Member] | ||
Legal reserves percentage description | Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company's discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. | Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company's discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. |
Reserves (Details Narrative) (1
Reserves (Details Narrative) (10-K) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
PRC's Foreign Investment Enterprises [Member] | ||
Legal reserves percentage description | Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company's discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. | Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company's discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. |
Reserves (Details Narrative) (Z
Reserves (Details Narrative) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) | 12 Months Ended |
Dec. 31, 2018 | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |
Legal reserves percentage description | Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company's discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 95,295 | $ 71,478 |
Commitments and Contingencies_5
Commitments and Contingencies (Details Narrative) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Rent expense | $ 95,295 | $ 71,478 | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |||
Rent expense | $ 143,860 | $ 150,299 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) (10-K) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
Within 1 year | $ 278,879 | $ 50,201 | |
After 1 year but within 5 years | |||
Future minimum lease payments | $ 627,448 | $ 50,201 |
Commitments and Contingencies_6
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Within 1 year | $ 278,879 | $ 50,201 | |
After 1 year but within 5 years | |||
Future minimum lease payments | $ 627,448 | 50,201 | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |||
Within 1 year | 50,201 | 152,543 | |
After 1 year but within 5 years | 53,074 | ||
Future minimum lease payments | $ 50,201 | $ 205,617 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) (10-K) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Security deposit forfeiture amount | $ 27,260 | |
Impairment loss of leasehold improvements and equipment | $ 55,919 | $ 55,919 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (Zhongdehuia (SHENZHEN) Education Development Co., Ltd) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Security deposit forfeiture amount | $ 27,260 | ||
Impairment loss of leasehold improvements and equipment | 55,919 | $ 55,919 | |
Zhongdehuia (SHENZHEN) Education Development Co., Ltd [Member] | |||
Security deposit forfeiture amount | 27,260 | ||
Impairment loss of leasehold improvements and equipment | $ 55,919 | $ 55,919 |