Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 19, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Cosmos Group Holdings Inc. | ||
Entity Central Index Key | 1,706,509 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 9,796,929 | ||
Entity Common Stock, Shares Outstanding | 21,492,933 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 99,583 | $ 1,581 |
Accounts receivable | 0 | 46,282 |
Purchase deposits | 194,852 | 0 |
Deposit and prepayment | 75,813 | 0 |
Total current assets | 370,248 | 47,863 |
Non-current assets: | ||
Property, plant and equipment, net | 103,563 | 124,161 |
TOTAL ASSETS | 473,811 | 172,024 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 33,958 | 13,700 |
Amount due to a director | 378,256 | 41,306 |
Amounts due to related parties | 98,669 | 0 |
Current portion of obligation under finance leases | 20,000 | 20,124 |
Income tax payable | 14,503 | 0 |
Total current liabilities | 545,386 | 75,130 |
Non-current liabilities: | ||
Deferred tax liabilities | 12,999 | 12,870 |
Obligation under finance leases | 28,333 | 48,633 |
Total non-current liabilities | 41,332 | 61,503 |
TOTAL LIABILITIES | 586,718 | 136,633 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 30,000,000 shares authorized; no preferred stock issued | 0 | 0 |
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 21,492,933 and 10,961,147 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 21,492 | 10,961 |
Accumulated other comprehensive loss | (5,294) | 0 |
(Accumulated losses) Retained earnings | (129,105) | 24,430 |
Total stockholders' (deficit) equity | (112,907) | 35,391 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 473,811 | $ 172,024 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ .001 | $ .001 | |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ .001 | $ .001 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | [1] | 21,492,933 | 10,961,147 |
Common stock, shares outstanding | [1] | 21,492,933 | 10,961,147 |
[1] | Post a 1-for-20 reverse stock split effective on February 6, 2018 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Income Statement [Abstract] | |||
Revenues, net | $ 773,468 | $ 443,797 | |
Cost of revenue | (510,204) | (289,404) | |
Gross profit | 263,264 | 154,393 | |
Operating expenses | |||
General and administrative | (374,090) | (131,110) | |
Total operating expenses | (374,090) | (131,110) | |
(Loss) income from operations | (110,826) | 23,283 | |
Other (expense) income: | |||
Interest expense | (2,251) | (2,265) | |
Interest income | 4 | 2 | |
Other income | 141 | 110 | |
Total other expense | (2,106) | (2,153) | |
(Loss) income before income taxes | (112,932) | 21,130 | |
Income tax expense | (14,710) | (1,964) | |
NET (LOSS) INCOME | (127,642) | 19,166 | |
Other comprehensive income (loss): | |||
- Foreign currency translation loss | (5,294) | 0 | |
COMPREHENSIVE (LOSS) INCOME | $ (132,936) | $ 19,166 | |
Net (loss) income per share - Basic and Diluted | [1] | $ 0 | $ 0 |
Weighted average common shares outstanding - Basic and Diluted | [2] | 17,683,866 | 10,961,147 |
[1] | Less than $0.01 | ||
[2] | Post a 1-for-20 reverse stock split effective on February 6, 2018 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (127,642) | $ 19,166 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities | ||
Depreciation of property, plant and equipment | 19,834 | 19,958 |
Change in operating assets and liabilities: | ||
Accounts receivable | 46,282 | (3,890) |
Purchase deposits | (194,852) | 0 |
Deposit and prepayment | (75,813) | 0 |
Accounts payable and accrued liabilities | 20,258 | 6,740 |
Increase in tax payable | 14,503 | 0 |
Deferred tax liabilities | 129 | 1,964 |
Net cash (used in) provided by operating activities | (297,301) | 43,938 |
Cash flows from financing activities: | ||
Advance from (repayments to) related parties | 415,727 | (26,381) |
Repayment of finance lease | (20,424) | (20,124) |
Net cash provided by (used in) financing activities | 395,303 | (46,505) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 98,002 | (2,567) |
BEGINNING OF YEAR | 1,581 | 4,148 |
END OF YEAR | 99,583 | 1,581 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for tax | 0 | 0 |
Cash paid for interest | $ 2,251 | $ 2,265 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Accumulated Other Comprehensive Income / Loss | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares (restated) at Dec. 31, 2015 | 10,961,147 | |||
Beginning balance, value (restated) at Dec. 31, 2015 | $ 10,961 | $ 0 | $ 5,264 | $ 16,225 |
Net income (loss) for the year | 19,166 | 19,166 | ||
Ending balance, shares (restated) at Dec. 31, 2016 | 10,961,147 | |||
Ending balance, value (restated) at Dec. 31, 2016 | $ 10,961 | 0 | 24,430 | 35,391 |
Shares issued for acquisition, shares | 10,531,298 | |||
Shares issued for acquisition, value | $ 10,531 | (25,893) | (15,362) | |
Fractional shares from reverse split | 488 | |||
Foreign currency translation adjustment | (5,294) | (5,294) | ||
Net income (loss) for the year | (127,642) | (127,642) | ||
Ending balance, shares (restated) at Dec. 31, 2017 | 21,492,933 | |||
Ending balance, value (restated) at Dec. 31, 2017 | $ 21,492 | $ (5,294) | $ (129,105) | $ (112,907) |
1. Organization and Business Ba
1. Organization and Business Background | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | Cosmos Group Holdings Inc. (the “Company” or “COSG”) incorporated in the state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain mining claims. In April 1999, Shur De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in the business of developing and direct marketing of consumer products. As the surviving company, Shur De Cor changed its name to Interactive Marketing Technology, Inc. Shur De Cor's then management resigned and the management of Interactive New Jersey became the Company’s management. The prior management of Shur De Cor retained Shur De Cor’s business and assets. The Company filed a registration statement on Form 10-SB on January 19, 2000. The Company, through a wholly owned subsidiary, IMT's Plumber, Inc., produced, marketed, and sold a licensed product called the Plumber's Secret, which was discontinued in fiscal 2001. In May 2002, the Company ceased to actively pursue its product development and marketing business and actively sought to either acquire a third party, merge with a third party or pursue a joint venture with a third party in order to re-enter its former business of development and direct marketing of proprietary consumer products in the United States and worldwide. On November 17, 2004, the Company acquired MPL, a company organized under the laws of the British Virgin Islands, and its subsidiaries in accordance with the terms of a Share Exchange Agreement executed by the parties (the “2004 Agreement”). In connection with the acquisition, the Company issued an aggregate of 5,481,150 shares of its common stock to Imperial International Limited, a company incorporated under the laws of the British Virgin Islands (“Imperial”), the sole shareholder of MPL, in exchange for 100% of the issued and outstanding shares of MPL capital stock (the "2004 Share Exchange"). Upon completion of the share exchange, MPL became the Company's wholly owned subsidiary and the Company’s former owner transferred control of the Company to Imperial. The Company relied on Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Act"), in regard to the shares that we issued pursuant to the 2004 Share Exchange. The Company treated this transaction as a qualified "business combination" as defined by Rule 501(d). The Company relied on the exemption from registration pursuant to Section 4(2) of, and or Regulation D promulgated under, the Act in issuing the Company’s securities. In connection with the 2004 Share Exchange, the Company: (i) changed its name from Interactive Marketing Technology, Inc. to China Artists Agency, Inc. ("China Artists"); (ii) obtained a new stock symbol, "CAAY", and CUSIP Number, effective on December 21, 2004; (iii) increased its authorized common stock to 200,000,000 shares; (iv) effectuated a 1 for 1.69 reverse stock split; and (v) spun off the Company’s existing business into a separate public company, All Star Marketing, Inc., a Nevada corporation ("All Star"). All Star was formed as a wholly owned subsidiary of the Company. The Spin-off was satisfied by means of a pro-rata share dividend to the Company's shareholders of record as of December 10, 2004. The purpose of the Spin-Off was to allow the subsidiary to operate as a separate public company and raise working capital through the sale of its own equity. This allowed the Company’s management to focus on its business, while at the same time, allowing the spun-off company to have greater exposure by trading as an independent public company. Additionally, the shareholders and the market would then more easily identify the results and performance of the Company as a separate entity from that of All Star. In August 2005, the Company changed its name to China Entertainment Group, Inc. and, effective August 9, 2005, obtained a new stock symbol "CGRP", and CUSIP Number. Because the Company failed to generate revenues in its new business, prior management commenced litigation in the Superior Court for Los Angeles County California which action was removed to the United States District Court for the Central District of California Case No. CV07-1068 GHK. On January 30, 2008, the parties entered into a Settlement Agreement and Conditional Release (the “Settlement Agreement”), pursuant to which, among other things, the Company’s former management reacquired control of the Company and all assets related to the Chinese entertainment business were transferred out of the Company. The Company, under its former management, once again entered the business of locating products to develop and mass market. These efforts did not prove fruitful and the Company, while continuing its product development business, also began to seek another business to acquire. On January 22, 2010, the Company filed a Form 15-12G to withdraw from its reporting obligations. Effective July 22, 2010, the Company merged with Safe and Secure TV Channel, LLC, a Delaware limited liability company (the “Merger”). In connection with the Merger, the management of the Company resigned and was replaced by the management and principals of Safe and Secure TV Channel, LLC. The holders of interests in Safe and Secure TV Channel, LLC exchanged their interests for approximately 50.2% of the issued and outstanding stock of the Company. In September 2010, the Company effectuated a 9.85 for one stock split to shareholders of record as of August 23, 2010. After the Merger, the Company became a television network and multimedia information and distribution company focused on serving the homeland security and emergency preparedness industry. On February 15, 2016, the Company sold to Asia Cosmos Group Limited, a private limited liability company incorporated under the laws of British Virgin Islands (“ACOSG”), 500,000 shares of its common stock at a per share price of $0.027. ACOSG’s sole shareholder is Miky Wan. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to ACOSG. In connection with the private placement to ACOSG, a change of control occurred and Bryan Glass resigned from his position as President, Secretary, Treasurer and Chairman of the Company. Miky Wan was appointed to serve as Chief Executive Officer, Chief Operating Officer, President and Director, effective February 19, 2016. Peter Tong, our Chief Financial Officer, Secretary and director continued in his positions with the Company. Calvin K.W. Lai, Anthony H.H. Chan, Jenher Jeng, Alice K.M. Tang, Connie Y.M. Kwok were appointed to serve on our Board of Directors effective February 19, 2016. Effective February 26, 2016, the Company changed its name to Cosmos Group Holdings Inc. and filed a Certificate of Amendment to such effect with the Nevada Secretary of State. The name change and the related stock symbol change to “COSG” were approved by the Financial Industry Regulatory Authority on March 31, 2016. The Company also increased the number of its authorized common stock, par value $0.001, from 90,000,0000 shares to 500,000,000 and its preferred stock, par value $0.001, from 10,000,000 to 30,000,000 shares. After the private placement, the Company shifted its business plan to focus on acquiring undervalued companies including those in the Greater China region. On May 12, 2017, the Company acquired all of the issued and outstanding shares of Lee Tat from Mr. Koon Wing CHEUNG, Lee Tat’s sole shareholder, in exchange for 10,961,147 shares of our issued and outstanding common stock. In connection with the Lee Tat acquisition, Miky Wan resigned from her positions as Chief Executive Officer and Chief Operating Officer and Koon Wing CHEUNG and Yongwei HU were appointed to serve as our Chief Executive Officer and Chief Operating Officer, respectively, and also as our directors. In addition, Anthony H.H. CHAN and Alice K. M. TANG resigned from their positions as directors, and Zhigang LIAO and Weiming CHEN were appointed to fill the vacancies created by their resignations. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of Lee Tat. Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, Lee Tat will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, Lee Tat is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of Lee Tat, and the Company’s assets, liabilities and results of operations will be consolidated with Lee Tat beginning on the acquisition date. Lee Tat was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (Lee Tat). Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer. The Company, through its subsidiaries, mainly engages in the provision of truckload transportation service in Hong Kong, in which the Company utilizes its owned trucks or independent contractor owned trucks for the pickup and delivery of freight from port to the designated destination, upon the customers’ request. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Cosmo Group International Holdings Limited British Virgin Islands Investment holding 50,000 shares at US$1 each 100% Lee Tat Transportation International Limited Hong Kong Logistic and delivery 10,000 ordinary shares for HK$10,000 100% COSG Car International Limited Hong Kong Investment holding 10,000 ordinary shares for HK$10,000 100% Foshan Cosmos Xi Yue Car Rental Company Limited People’s Republic of China (”PRC”) Provision of car rental service US$200,000 100% COSG and its subsidiaries are hereinafter referred to as (the “Company”). |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | · Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). · Use of estimates In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. · Basis of consolidation The consolidated financial statements include the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. · Cash and cash equivalents Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. · Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2017 and 2016, there was no allowance for doubtful accounts. · Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service vehicle 8 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. · Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets · Revenue recognition In accordance with the ASC Topic 605, “Revenue Recognition” Revenue is recognized in full upon completion of delivery to the receiver’s location. · Cost of revenue Cost of revenue consists primarily of direct labor and fuel cost, which are directly attributable to the rendering of transportation services. Shipping and handling costs, associated with the custom clearance are borne by the customers. · Comprehensive income ASC Topic 220, “Comprehensive Income”, · Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2017 and 2016, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2017 and 2016, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority. · Finance leases Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest” · Net (loss) income per share The Company calculates net (loss) income per share in accordance with ASC Topic 260, “Earnings per Share.” · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in Hong Kong maintain their books and records in their local currency, Hong Kong Dollars ("HK$"), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement Translation of amounts from its reporting currencies into US$ has been made at the following exchange rates for the respective year: 2017 2016 Year-end HK$:US$1 exchange rate 7.80 7.75 Annual average HK$:US$1 exchange rate 7.80 7.75 · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. · Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. · Segment reporting ASC Topic 280, “ Segment Reporting · Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding finance lease): cash and cash equivalents, accounts receivable, amount due to a related party, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures · Level 1 · Level 2: · Level 3 Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. · Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Deferral of the Effective Date Revenue from Contracts with Customers: Principal versus Agent Considerations; Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients; Technical Corrections and Improvements to Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income Revenue Recognition Revenue from Contracts with Customers In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition Revenue from Contracts with Customers Leases Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
3. Going Concern Uncertainties
3. Going Concern Uncertainties | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainties | The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced a net loss of $127,642 and negative operating cash flows of $297,301 for the year ended December 31, 2017. Also, at December 31, 2017, the Company has incurred an accumulated deficit of $129,105 and working capital deficit of $175,138. The continuation of the Company as a going concern through December 31, 2018 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
4. Purchase Deposits
4. Purchase Deposits | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Purchase Deposits | Purchase deposits represent deposit payments made to the vendor for procurement, which are unsecure, interest-free and relieved against account payable when the goods are received by the Company. |
5. Property, Plant and Equipmen
5. Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following: As of December 31, 2017 2016 Service vehicle, at cost $ 159,658 $ 159,658 Less: accumulated depreciation (56,095 ) (35,497 ) $ 103,563 $ 124,161 Depreciation expense for the years ended December 31, 2017 and 2016 were $19,834 and $19,958, as part of cost of revenue, respectively. |
6. Amounts due to Related Parti
6. Amounts due to Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Amounts due to Related Parties | The amounts represented temporary advances to the Company by related parties, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interest from related party loan is not significant. |
7. Obligation under Finance Lea
7. Obligation under Finance Lease | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Obligation under Finance Lease | The Company purchased a service vehicle under a finance lease agreement with the effective interest rate of 2.25% per annum, due through May 29, 2020, with principal and interest payable monthly. The obligation under the finance lease is as follows: As of December 31, 2017 2016 Finance lease $ 50,584 $ 71,022 Less: interest expense (2,251 ) (2,265 ) Net present value of finance lease $ 48,333 $ 68,757 Current portion $ 20,000 $ 20,124 Non-current portion 28,333 48,633 Total $ 48,333 $ 68,757 As of December 31, 2017, the maturities of the finance lease for each of the three years are as follows: Years ending December 31: 2018 $ 20,000 2019 20,000 2020 8,333 Total $ 48,333 |
8. Income Taxes
8. Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | For the years ended December 31, 2017 and 2016, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: Years ended December 31, 2017 2016 Tax jurisdiction from: - Local $ (112,406 ) $ 42,259 - Foreign (526 ) (21,129 ) (Loss) income before income taxes $ (112,932 ) $ 21,130 The provision for income taxes consisted of the following: Years ended December 31, 2017 2016 Current: - Local $ – $ – - Foreign 14,503 – Deferred: - Local – – - Foreign 207 1,964 Income tax expense $ 14,710 $ 1,964 The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America, BVI, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America COSG is registered in the State of Nevada and is subject to the tax laws of United States of America. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended December 31, 2017. The Company’s financial statements for the year ended December 31, 2017 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes. As of December 31, 2017, the operation in the United States of America incurred $1,902,503 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2037, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $399,525 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. BVI Under the current BVI law, the Company is not subject to tax on income. Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at a standard income tax rate of 16.5% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2017 and 2016 is as follows: Years ended December 31, 2017 2016 Income (loss) before income taxes $ 2,240 $ (21,129 ) Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate 370 (3,486 ) Tax effect from non-deductible items 22,784 20,257 Tax effect from deductible items (3,656 ) (9,529 ) Tax losses utilized (4,995 ) (7,242 ) Income tax expense $ 14,503 $ – The PRC The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. There has been no operation in the PRC during the year ended December 31, 2017 The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of December 31, 2017 and 2016: As of December 31, 2017 2016 Deferred tax liabilities: Accelerated depreciation $ 12,999 $ 12,870 Deferred tax assets: Net operating loss carryforwards $ 399,525 $ 5,026 Less: valuation allowance (399,525 ) (5,026 ) Deferred tax assets, net $ – $ – Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $399,525 as of December 31, 2017. In 2017, the valuation allowance increased by $394,499, primarily relating to net operating loss carryforwards from the local regime. |
9. Stockholders' Equity
9. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | The Company’s authorized share is 2,000,000,000 common shares with a par value of $0.001 per share. On May 12, 2017, the Company completed the acquisition of 100% equity interest in Lee Tat Transportation International Limited in exchange of 10,961,147 shares of its common stock. These common stocks were subsequently issued to the shareholders of Lee Tat Transportation International Limited. On December 29, 2017, the Company approved the proposed 1-for-20 Reverse Stock Split. The reverse stock split was approved by FINRA and became effective on February 6, 2018. All share and earnings per share information have been retroactively adjusted to reflect the stock split in the financial statements. As of December 31, 2017, the Company had a total of 21,492,933 shares of its common stock issued and outstanding. |
10. Net (loss) Income Per Share
10. Net (loss) Income Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net (loss) Income Per Share | Basic net (loss) income per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net (loss) income per share. The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, 2017 and 2016: Years ended December 31, 2017 2016 Net (loss) income attributable to common shareholders $ (127,642 ) $ 19,166 Weighted average common shares outstanding – Basic and diluted 17,683,866 10,961,147 Net (loss) income per share – Basic and diluted $ (0.00 ) $ 0.00 |
11. Pension Costs
11. Pension Costs | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Pension Costs | The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-time employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2017 and 2016, $7,701 and $7,028 contributions were made accordingly. |
12. Related Party Transactions
12. Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The Company has been provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. |
13. Concentrations of Risk
13. Concentrations of Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended December 31, 2017 and 2016, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows: Year ended December 31, 2017 December 31, 2017 Customers Revenues Percentage Accounts Customer A $ 295,534 38% $ – Customer B 183,390 24% – Total: $ 478,924 62% Total: $ – Year ended December 31, 2016 December 31, 2016 Customers Revenues Percentage Accounts Customer A $ 172,971 39% $ 32,777 Customer B 84,926 19% – Total: $ 257,897 58% Total: $ 32,777 All customers are located in Hong Kong. (b) Major vendors For the year ended December 31, 2017, one vendor represented more than 10% of the Company’s operating cost. This vendor accounted for 14% of the Company’s operating cost amounting to $48,246 with $0 of accounts payable at December 31, 2017. For the year ended December 31, 2016, one vendor represented more than 10% of the Company’s operating cost. This vendor accounted for 23% of the Company’s operating cost amounting to $26,862 with $0 of accounts payable at December 31, 2016. All vendors are located in Hong Kong. (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Interest rate risk As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s interest-rate risk arises from finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of December 31, 2017 and 2016, borrowing under finance lease was at fixed rate. |
14. Commitments and Contingenci
14. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (a) Operating lease commitments As of December 31, 2017, the Company has no material commitments under operating leases. (b) Capital commitment As of December 31, 2017, the Company has no material capital commitments in the next twelve months. |
15. Subsequent Events
15. Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | In accordance with ASC Topic 855, “ Subsequent Events On December 29, 2017, the Company approved the proposed 1-for-20 Reverse Stock Split on December 29, 2017. The reverse stock split was approved by FINRA and became effective on February 6, 2018. |
2. Summary of Significant Acc22
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | · Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Use of estimates | · Use of estimates In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Basis of consolidation | · Basis of consolidation The consolidated financial statements include the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Cash and cash equivalents | · Cash and cash equivalents Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. |
Accounts receivable | · Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2017 and 2016, there was no allowance for doubtful accounts. |
Property, plant and equipment | · Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service vehicle 8 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Impairment of long-lived assets | · Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets |
Revenue recognition | · Revenue recognition In accordance with the ASC Topic 605, “Revenue Recognition” Revenue is recognized in full upon completion of delivery to the receiver’s location. |
Cost of revenue | · Cost of revenue Cost of revenue consists primarily of direct labor and fuel cost, which are directly attributable to the rendering of transportation services. Shipping and handling costs, associated with the custom clearance are borne by the customers. |
Comprehensive income | · Comprehensive income ASC Topic 220, “Comprehensive Income”, |
Income taxes | · Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2017 and 2016, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2017 and 2016, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority. |
Finance leases | · Finance leases Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest” |
Net (loss) income per share | · Net (loss) income per share The Company calculates net (loss) income per share in accordance with ASC Topic 260, “Earnings per Share.” |
Foreign currencies translation | · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in Hong Kong maintain their books and records in their local currency, Hong Kong Dollars ("HK$"), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement Translation of amounts from its reporting currencies into US$ has been made at the following exchange rates for the respective year: 2017 2016 Year-end HK$:US$1 exchange rate 7.80 7.75 Annual average HK$:US$1 exchange rate 7.80 7.75 |
Retirement plan costs | · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. |
Related parties | · Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Segment reporting | · Segment reporting ASC Topic 280, “ Segment Reporting |
Fair value of financial instruments | · Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding finance lease): cash and cash equivalents, accounts receivable, amount due to a related party, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures · Level 1 · Level 2: · Level 3 Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Recent accounting pronouncements | · Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Deferral of the Effective Date Revenue from Contracts with Customers: Principal versus Agent Considerations; Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients; Technical Corrections and Improvements to Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income Revenue Recognition Revenue from Contracts with Customers In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition Revenue from Contracts with Customers Leases Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
1. Organization and Business 23
1. Organization and Business Background (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of subsidiaries | Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Cosmo Group International Holdings Limited British Virgin Islands Investment holding 50,000 shares at US$1 each 100% Lee Tat Transportation International Limited Hong Kong Logistic and delivery 10,000 ordinary shares for HK$10,000 100% COSG Car International Limited Hong Kong Investment holding 10,000 ordinary shares for HK$10,000 100% Foshan Cosmos Xi Yue Car Rental Company Limited People’s Republic of China (”PRC”) Provision of car rental service US$200,000 100% COSG and its subsidiaries are hereinafter referred to as (the “Company”). |
2. Summary of Significant Acc24
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Translation amounts | 2017 2016 Year-end HK$:US$1 exchange rate 7.80 7.75 Annual average HK$:US$1 exchange rate 7.80 7.75 |
5. Property, Plant and Equipm25
5. Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | As of December 31, 2017 2016 Service vehicle, at cost $ 159,658 $ 159,658 Less: accumulated depreciation (56,095 ) (35,497 ) $ 103,563 $ 124,161 |
7. Obligation under Finance L26
7. Obligation under Finance Lease (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of financed lease | As of December 31, 2017 2016 Finance lease $ 50,584 $ 71,022 Less: interest expense (2,251 ) (2,265 ) Net present value of finance lease $ 48,333 $ 68,757 Current portion $ 20,000 $ 20,124 Non-current portion 28,333 48,633 Total $ 48,333 $ 68,757 |
Maturities of finance lease | Years ending December 31: 2018 $ 20,000 2019 20,000 2020 8,333 Total $ 48,333 |
8. Income Taxes (Tables)
8. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Foreign components of income taxes | Years ended December 31, 2017 2016 Tax jurisdiction from: - Local $ (112,406 ) $ 42,259 - Foreign (526 ) (21,129 ) (Loss) income before income taxes $ (112,932 ) $ 21,130 |
Provision for income taxes | Years ended December 31, 2017 2016 Current: - Local $ – $ – - Foreign 14,503 – Deferred: - Local – – - Foreign 207 1,964 Income tax expense $ 14,710 $ 1,964 |
Income tax reconciliation | Years ended December 31, 2017 2016 Income (loss) before income taxes $ 2,240 $ (21,129 ) Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate 370 (3,486 ) Tax effect from non-deductible items 22,784 20,257 Tax effect from deductible items (3,656 ) (9,529 ) Tax losses utilized (4,995 ) (7,242 ) Income tax expense $ 14,503 $ – |
Schedule of deferred tax assets and liabilities | As of December 31, 2017 2016 Deferred tax liabilities: Accelerated depreciation $ 12,999 $ 12,870 Deferred tax assets: Net operating loss carryforwards $ 399,525 $ 5,026 Less: valuation allowance (399,525 ) (5,026 ) Deferred tax assets, net $ – $ – |
13. Concentrations of Risk (Tab
13. Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of customer concentrations | Year ended December 31, 2017 December 31, 2017 Customers Revenues Percentage Accounts Customer A $ 295,534 38% $ – Customer B 183,390 24% – Total: $ 478,924 62% Total: $ – Year ended December 31, 2016 December 31, 2016 Customers Revenues Percentage Accounts Customer A $ 172,971 39% $ 32,777 Customer B 84,926 19% – Total: $ 257,897 58% Total: $ 32,777 All customers are located in Hong Kong. |
10. Net (loss) Income Per Sha29
10. Net (loss) Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per share | Years ended December 31, 2017 2016 Net (loss) income attributable to common shareholders $ (127,642 ) $ 19,166 Weighted average common shares outstanding – Basic and diluted 17,683,866 10,961,147 Net (loss) income per share – Basic and diluted $ (0.00 ) $ 0.00 |
1. Organization and Business 30
1. Organization and Business Background (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Cosmo Group International Holdings Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | British Virgin Islands |
Principal activities | Investment holding |
Registered share capital | 50,000 shares at US$1 each |
Lee Tat Transporation International Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | Hong Kong |
Principal activities | Logistic and delivery |
Registered share capital | 10,000 ordinary shares at HK$10,000 |
GOSG Car International Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | Hong Kong |
Principal activities | Investment holding |
Registered share capital | 10,000 ordinary shares for HK$10,000 |
Foshan Cosmos Xi Yue Car Rental Company Ltd [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | People's Republic of China ("PRC") |
Principal activities | Provision of car rental service |
Registered share capital | US$200000 |
2. Summary of Significant Acc31
2. Summary of Significant Accounting Policies (Details - Currency rates) - Hong Kong, Dollars | Dec. 31, 2017 | Dec. 31, 2016 |
Year-end [Member | ||
Exchange rate | 7.80 | 7.75 |
Annual average [Member] | ||
Exchange rate | 7.80 | 7.75 |
2. Summary of Significant Acc32
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Asset impairment charge | 0 | 0 |
Uncertain tax positions | $ 0 | $ 0 |
Service vehicle [Member] | ||
Expected useful life of property | 8 years |
3. Going Concern Uncertainties
3. Going Concern Uncertainties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net (loss) income | $ (127,642) | $ 19,166 |
Operating cash flow | (297,301) | 43,938 |
Accumulated deficit | (129,105) | $ 24,430 |
Working capital | $ 175,138 |
5. Property, Plant and Equipm34
5. Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Service vehicle, at cost | $ 159,658 | $ 159,658 |
Less: accumulated depreciation | (56,095) | (35,497) |
Property, plant and equipment, net | $ 103,563 | $ 124,161 |
5. Property, Plant and Equipm35
5. Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 19,834 | $ 19,958 |
7. Obligation under Finance L36
7. Obligation under Finance Lease (Details - Finance lease) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Leases [Abstract] | ||
Finance lease | $ 50,584 | $ 71,022 |
Less: interest expense | (2,251) | (2,265) |
Net present value of finance lease | 48,333 | 68,757 |
Current portion | 20,000 | 20,124 |
Non-current portion | 28,333 | 48,633 |
Total | $ 48,333 | $ 68,757 |
7. Obligation under Finance L37
7. Obligation under Finance Lease (Details - Maturities of finance lease) | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
Finance lease maturity 2018 | $ 20,000 |
Finance lease maturity 2019 | 20,000 |
Finance lease maturity 2020 | 8,333 |
Finance lease obligation | $ 48,333 |
7. Obligation under Finance L38
7. Obligation under Finance Lease (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Finance lease effective interest rate | 2.25% |
Finance lease maturity date | May 29, 2020 |
8. Income Taxes (Details - Juri
8. Income Taxes (Details - Jurisdictions) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
(Loss) income before income taxes | $ (112,932) | $ 21,130 |
Domestic Tax Authority [Member] | ||
(Loss) income before income taxes | (112,406) | 42,259 |
Foreign Tax Authority [Member] | ||
(Loss) income before income taxes | $ (526) | $ (21,129) |
8. Income Taxes (Details - Prov
8. Income Taxes (Details - Provision for Income tax) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense | $ 0 | $ 0 |
Foregin current income tax | 14,503 | 0 |
Deferred local income tax | 0 | 0 |
Deferred foreign income tax | 207 | 1,964 |
Income tax expense | $ 14,710 | $ 1,964 |
8. Income Taxes (Details - Inco
8. Income Taxes (Details - Income tax reconcilation) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income tax expense | $ 14,503 | $ 0 |
Hong Kong Profits Tax [Member] | ||
Income (loss) before income taxes | $ 2,240 | $ (21,129) |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ 370 | $ (3,486) |
Tax effect from non-deductible items | 22,784 | 20,257 |
Tax effect from deductible items | (3,656) | (9,529) |
Tax losses utilized | (4,995) | (7,242) |
Income tax expense | $ 14,503 | $ 0 |
8. Income Taxes (Details - Defe
8. Income Taxes (Details - Deferred taxes) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax liabilities: | ||
Accelerated depreciation | $ 12,999 | $ 12,870 |
Deferred tax assets: | ||
Net operating loss carryforwards | 399,525 | 5,026 |
Less: valuation allowance | (399,525) | (5,026) |
Deferred tax assets, net | $ 0 | $ 0 |
8. Income Taxes (Details Narrat
8. Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 1,902,503 |
Operating loss carryforward beginning expiration date | Dec. 31, 2037 |
Valuation allowance | $ 399,525 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details Narrative) - Lee Tat Transporation International Limited [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Stock issued for acquisition, shares | 10,961,147 |
Reverse stock split | 1-for-20 reverse stock split effective on February 6, 2018 |
10. Net (loss) Income Per Sha45
10. Net (loss) Income Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Earnings Per Share [Abstract] | |||
Net (loss) income attributable to common shareholders | $ (127,642) | $ 19,166 | |
Weighted average common shares outstanding - Basic and diluted | [1] | 17,683,866 | 10,961,147 |
Net (loss) income per share - Basic and diluted | [2] | $ 0 | $ 0 |
[1] | Post a 1-for-20 reverse stock split effective on February 6, 2018 | ||
[2] | Less than $0.01 |
11. Pension Costs (Details Narr
11. Pension Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Pension contributions from the company | $ 7,701 | $ 7,028 |
13. Concentrations of Risk (Det
13. Concentrations of Risk (Details - Concentration risk) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue, Net [Member] | ||
Concentration risk percentage | 62.00% | 58.00% |
Revenues | $ 478,924 | $ 257,897 |
Sales Revenue, Net [Member] | Customer A [Member] | ||
Concentration risk percentage | 38.00% | 39.00% |
Revenues | $ 295,534 | $ 172,971 |
Sales Revenue, Net [Member] | Customer B [Member] | ||
Concentration risk percentage | 24.00% | 19.00% |
Revenues | $ 183,390 | $ 84,926 |
Accounts Receivable [Member] | ||
Concentration risk percentage | 0.00% | 0.00% |
Accounts Receivable [Member] | Customer A [Member] | ||
Concentration risk percentage | 0.00% | 0.00% |
Accounts receivable | $ 32,777 | |
Accounts Receivable [Member] | Customer B [Member] | ||
Concentration risk percentage | 0.00% | 0.00% |
13. Concentrations of Risk (D48
13. Concentrations of Risk (Details Narrative) - Cost of Sales [Member] - One Vendor [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration risk percentage | 14.00% | 23.00% |
Cost of sales | $ 48,246 | $ 26,862 |
Accounts payable | $ 0 | $ 0 |