Notes
to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE
1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Asia
Equity Exchange Group, Inc. (“the Company” or “AEEX”) is a Nevada corporation incorporated on July 15,
2013, under the name “I In The Sky, Inc.” (“SYYF”). The Company filed a name change to AEEX with the state
of Nevada on July 22, 2015. It is based in Hong Kong, the People’s Republic of China. The accounting and reporting policies
of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal
year ends on December 31.
The
Company’s original business plan was to manufacture and market low cost GPS tracking devices and software to businesses
and families. However this business was not successful and the Company had no revenues generated from its business until April
12, 2016 when it completed the reverse acquisition of Asian Equity Exchange Group Company Limited (“AEEGCL”).
On
November 30, 2015, the Company executed a Sale and Purchase Agreement (the “Purchase Agreement”) to acquire 100% of
the shares and assets of AEEGCL (the “Acquisition”). Pursuant to the Purchase Agreement, the Company issued one billion
(1,000,000,000) shares of common stock to the owners of AEEGCL. The Company had a total of 146,000,000 shares of common stock
outstanding immediately prior to Closing. After the Closing, the Company had a total of 1,146,000,000 shares of common stock outstanding,
with the AEEGCL Stockholders owning 87.3% of the total issued and outstanding shares of the Company’s common stock.
The
Closing of the transactions contemplated by the Purchase Agreement took place on April 12, 2016 (“Closing”). As a
result, AEEGCL became a wholly-owned subsidiary of the Company and AEEGCL’s former shareholders own the majority of the
Company’s voting stock. The Company’s previous business plan was terminated and the Company is currently engaged in
the business of AEEGCL.
AEEGCL
is a company incorporated under the laws of Samoa on May 29, 2015. It offers an international equity assistance and information
service platform designed to provide listing assistance services, equity investment financing information and public relationship
services to enterprises in Asia, mainly in China. AEEGCL owns 100% of AEEX (HK) International Financial Service Limited (formerly
known as Yinfu International Enterprise Limited, “AEEX HK”), a Hong Kong corporation incorporated on December 22,
2014. AEEX HK owns 100% of Asian & American Consultant (Shenzhen) Co., Ltd. (formerly known as Yinfu Guotai Investment Consultant
(Shenzhen) Co., Ltd., “AACCL”), a corporation incorporated in the People’s Republic of China (the “PRC”)
on April 15, 2015. Both AEEX HK and AACCL are engaged in the provision of investment and corporate management consultancy services.
The
acquisition of AEEGCL and its subsidiaries by the Company was accounted for as a reverse merger because on a post-merger basis,
the former shareholders of AEEGCL held a majority of the outstanding common stock of the Company on a voting and fully-diluted
basis. As a result, AEEGCL is deemed to be the acquirer for accounting purposes. Accordingly, the consolidated financial statement
data presented are those of AEEGCL, recorded at the historical basis of AEEGCL, for all periods prior to the Company’s acquisition
of AEEGCL on April 12, 2016, and the financial statements of the historical operations of the consolidated companies from the
effective date of the Closing.
The
Company aims to build and complement the multi-layer capital market system in Asia, and create a unique and authoritative intercontinental
equity information platform which will effectively complement in business functions, service means and financing channels with
OTC markets in countries and regions in Asia. AEEX also endeavours to build a system of global cooperation to provide listed enterprises
with equity financing means through domestic and overseas channels, and to offer nurturing pre-listing tutoring, incubating and
supporting services for their listing on overseas capital markets.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”).
The
interim condensed consolidated financial information as of March 31, 2017 and for the three month periods ended March 31, 2017
and 2016 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote
disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been
included. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the
audited financial statements of AEEGCL for the period ended December 31, 2016
.
In
the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present
a fair statement of the Company’s interim condensed consolidated financial position as of March 31, 2017, its interim condensed
consolidated results of operations and cash flows for the three month periods ended March 31, 2017 and 2016, as applicable, have
been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year
or any future periods.
Basis
of Consolidation
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
balances and transactions within the Company have been eliminated upon consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the
reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith
estimates and judgments.
Cash
and Cash Equivalents
Cash
and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than
three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are
subject to an insignificant risk of loss in value.
Intangible
Assets
Intangible
assets consist of computer software and are recorded at cost. Amortization is calculated using the straight line method over the
estimated useful life of the computer software, which is 5 years.
Property,
Plant and Equipment
Property,
plant and equipment are recorded at cost. Depreciation is calculated using the straight line method over the estimated useful
lives of the assets. The useful lives are as follows:
|
Office
equipment 5 years
|
|
|
|
Motor
vehicles 5 years
|
Maintenance
and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets
are capitalized. When properties are disposed of the related costs and accumulated depreciation are removed from the accounts
and any gain or loss is reported in the period the transaction takes place.
Goodwill
and Indefinite Lived Intangible Assets
Goodwill
was generated through the acquisitions made by the Company. As the total consideration paid exceeded the value of the net assets
acquired, the Company record goodwill for each of the completed acquisitions. At the date of acquisition, the Company performed
a valuation to determine the value of the intangible assets, along with the allocation of assets and liabilities acquired. The
goodwill is attributable to synergies and economies of scale provided to the Company by the acquired to the Company by the acquired
entity.
The
Company tests its goodwill and indefinite-lived intangible assets for impairment at least annually (as of December 31) and whenever
events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining
if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s
expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant
adverse change in legal factors or in the business climate of its segments; unanticipated competition; and slower growth rates.
Any adverse change in these factors could have a significant impact on the recoverability of goodwill, the indefinite-lived intangible
assets and the Company’s consolidated financial results.
Impairment
of Long-lived Assets
The
long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as
a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing
the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to
sell. During the periods presented, the Company did not impair any plant and equipment .
Income
Tax
The
Company accounts for income taxes under the provisions of ASC Topic 740 “Accounting for Income Taxes.” Under ASC Topic
740, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts
and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected
to reverse.
The
provision for income tax is based on the results for the period as adjusted for items, which are non-assessable or disallowed.
It is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is accounted
for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying
amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable
tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets
are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences
can be utilized.
Deferred
income taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability
is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly
to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they
relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities
on a net basis.
ASC
Topic 740 also prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position
taken, or for one expected to be taken, in a tax return. ASC Topic 740 also provides guidance related to, among other things,
classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. Any interest
and penalties accrued related to unrecognized tax benefits will be recorded as tax expense.
Fair
Value of Financial Instruments
The
Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price
that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market
for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques
used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value
hierarchy based on the three levels of inputs, of which the first two are considered observable and the last is considered unobservable,
is used to measure fair value:
Level
1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices
in active markets for identical assets or liabilities.
Level
2: Observable inputs (other than Level 1 quoted prices) such as quoted prices active markets for similar assets or liabilities,
quoted prices in markets that are not active for identical or similar as or liabilities, or other inputs that are observable or
can be corroborated by observable market data.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value
of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
The
carrying values of our financial instruments, including cash and cash equivalents, balances with directors and related parties,
other receivables and other payables approximate their fair value due to the short maturities of these financial instruments.
The Company did not have financial assets or liabilities that are measured at fair value on a recurring basis as of March 31,
2017 or December 31, 2016.
Revenue
Recognition
The
Company recognizes revenue from the sale of products and services in accordance with ASC 605, “Revenue Recognition.”
Revenue will be recognized only when all of the following criteria are met: persuasive evidence for an agreement exists, delivery
has occurred or services have been provided, the price or fee is fixed or determinable, and collection is reasonably assured.
Earnings
Per Share
The
Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic
EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of March 31, 2017
and December 31, 2016, there was no dilutive security outstanding.
Comprehensive
Income
Comprehensive
income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.
Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive
income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.
Comprehensive income includes net income and the foreign currency translation gain, net of tax.
Segment
Reporting
ASC
Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting.
The management approach model is based on the way a company’s management organizes segments within the company for making
operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure,
management structure, or any other manner in which management disaggregates a company. Management determined that the Company’s
operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business
segment: the operations of an equity information service platform designed to provide equity investment financing information
to all enterprises in Asia.
Foreign
Currency Translation
The
accompanying consolidated financial statements are presented in United States Dollar (USD). The functional currency of the Company
is USD. The functional currency of AEEGCL,AEEX HK and AACCL are USD, Hong Kong Dollar (HKD) and Renminbi (RMB),respectively. The
translation rates are as follows:
|
|
Three months ended
|
|
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
Average HKD : US$ exchange rate in the period
|
|
|
0.128813
|
|
|
|
0.12865
|
|
Spot HKD : US$ exchange rate as at the period end
|
|
|
0.12868
|
|
|
|
0.12897
|
|
Average RMB : US$ exchange rate in the period
|
|
|
0.145398
|
|
|
|
0.153396
|
|
Spot RMB : US$ exchange rate as at the period end
|
|
|
0.144942
|
|
|
|
0.15477
|
|
Economic
and Political Risk
The
Company’s major operations are conducted in the PRC. Accordingly, the political, economic, and legal environments in the
PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition,
and results of operations.
The
Company’s major operations in the PRC are subject to special considerations and significant risks not typically associated
with companies in North America and Western Europe. These include risks associated with, among others, the political, economic,
and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect
to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.
Concentrations
of Credit Risk
Cash
includes cash at banks and demand deposits in accounts maintained with banks within the PRC. Total cash in these banks as of March
31, 2017 amounted to $164,417, none of which is covered by insurance. The Company has not experienced any losses in such accounts
and believes it is not exposed to any risks to its cash in bank accounts.
The
Company performs ongoing credit evaluations of customers and has not experienced any material losses to date. The Company has
not experienced any significant difficulty in collecting its accounts receivable in the past and is not aware of any financial
difficulties of its major customers.
Net
Profit (Loss) Per Share of Common Stock
The
Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic
EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The
following table sets forth the computation of basic earnings per share, for the years ended March 31, 2017 and 2016:
|
|
Three months ended
|
|
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
Net profit (net loss)
|
|
$
|
230,075
|
|
|
$
|
(6,849
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares issued and outstanding (basic and diluted)
|
|
|
1,146,000,000
|
|
|
|
146,000,000
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) per common share, basic and diluted
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
Advertising
Costs
The
Company follows ASC 720, “
Advertising Costs,”
and expenses costs as incurred. No advertising costs were incurred
for the three months ended March 31, 2017.
Related
Parties
The
Company follows ASC 850,
“Related Party Disclosures,”
for the identification of related parties and disclosure
of related party transactions. See note 9.
Commitments
and Contingencies
The
Company follows ASC 450-20
, “Loss Contingencies
,” to report accounting for contingencies. Liabilities for loss
contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or
contingencies as of March 31, 2017.
Recent
Accounting Pronouncements
Management
has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements
will not have a material effect on the Company’s consolidated financial statements.
NOTE
3 - GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal course of business. As of March 31, 2017, the Company
has a profit from operations of $230,075 an accumulated deficit of $162,200 and has earned $353,513 revenues since inception.
The
ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing
to continue operations, and development of its business plan. In response to these problems, management intends to raise additional
funds through public or private placement offerings.
These
factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
4 – PREPAYMENTS
The
amounts of $12,222 and $5,554 as at March 31, 2017 and December 31, 2016, respectively, primarily included prepayments to a third
party for unlimited EDGAR & XBRL Annual filing package services $10,000 and $278, respectively.
NOTE
5 – INTANGIBLE ASSETS
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Computer software
|
|
$
|
7,059
|
|
|
$
|
7,020
|
|
Accumulated amortization
|
|
|
(1,257
|
)
|
|
|
(1,008
|
)
|
|
|
$
|
5,801
|
|
|
$
|
6,013
|
|
NOTE
6 – PLANT AND EQUIPMENT
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Office equipment
|
|
$
|
18,878
|
|
|
$
|
18,799
|
|
Motor vehicle
|
|
$
|
28,052
|
|
|
$
|
28,110
|
|
|
|
|
46,930
|
|
|
|
46,909
|
|
Accumulated depreciation
|
|
|
(15,517
|
)
|
|
|
(12,689
|
)
|
|
|
$
|
31,413
|
|
|
$
|
34,220
|
|
NOTE
7 – INCOME TAXES LIABILITIES
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Value added tax payable
|
|
$
|
8,865
|
|
|
$
|
839
|
|
Personal Income Tax payable
|
|
$
|
274
|
|
|
$
|
6
|
|
Urban construction and maintenance tax
|
|
$
|
621
|
|
|
$
|
127
|
|
Education surcharge
|
|
$
|
266
|
|
|
$
|
80
|
|
Local education surcharge
|
|
$
|
177
|
|
|
$
|
53
|
|
Income tax payable
|
|
$
|
(88
|
)
|
|
$
|
(87
|
)
|
Total
|
|
|
10,116
|
|
|
|
1,017
|
|
NOTE
8 – OTHER PAYABLE
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Salaries and wages accrued to employees
|
|
$
|
6,558
|
|
|
$
|
8,100
|
|
Accrued charges to third parties
|
|
$
|
43,483
|
|
|
$
|
166,643
|
|
Other payables
|
|
$
|
256
|
|
|
$
|
(3,965
|
)
|
|
|
|
50,296
|
|
|
|
170,778
|
|
NOTE
9 – RELATED PARTY TRANSACTIONS
Mr.
Jun Liu (“Mr. Liu”), the Company’s President and Chief Executive Officer, advanced the Company $451,949 as of
March 31, 2017 compared with $423,686 as of December 31, 2016.. The amount due to Mr. Liu is unsecured, interest free and has
no fixed terms of repayment.
NOTE
10 – EQUITY
Preferred
Stock
The
Company has authorized 1,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors are authorized
to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. As of March 31, 2017, the Company does not have any issued
shares of preferred stock and has not designated any shares for issuance.
Common
Stock
The
Company has authorized 3,000,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder
to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
On
July 8, 2015, the Board of Directors authorized a ten for one (10:1) forward stock split, which was effectuated upon the filing
of our amended Articles of Incorporation. The amended Articles of Incorporation were filed with the state of Nevada on July 22,
2015. Accordingly, the Company’s outstanding number of shares of common stock increased from 14,600,000 to 146,000,000.
All relevant information relating to numbers of shares and per share information have been retrospectively adjusted to reflect
the forward stock split for all periods presented.
On
November 30, 2015, the Company executed a Sale and Purchase Agreement (the “Purchase Agreement”) to acquire 100% of
the shares and assets of AEEGCL (the “Acquisition”). Pursuant to the Purchase Agreement, the Company issued one billion
(1,000,000,000) shares of common stock to the owners of AEEGCL. The Company had a total of 146,000,000 shares of common stock
outstanding immediately prior to Closing. After the Closing, the Company had a total of 1,146,000,000 shares of common stock outstanding,
with the AEEGCL Stockholders owning 87.3% of the total issued and outstanding shares of the Company’s common stock.
As
of March 31, 2017, the Company has 1,146,000,000 shares of common stock issued and outstanding.
NOTE
11 – COMMITMENTS AND CONTINGENCIES
The
Company has no known commitments or contingencies as of March 31, 2017. From time to time the Company may become a party to litigation
matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are
no current matters that would have a material effect on the Company’s financial position or results of operations.
NOTE
12 - SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date these consolidated financial statements were issued, and concluded that no subsequent
events required disclosure in the financial statements.