NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2018 AND
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
(Currency expressed in United States
Dollars (“US$”), except for number of shares)
1.
|
ORGANIZATION AND BUSINESS BACKGROUND
|
Noble Vici Group, Inc. (the “Company”),
formerly known as Gold Union Inc., was incorporated under the laws of the State of Delaware on July 6, 2010 under the name of Advanced
Ventures Corp. Effective January 6, 2014, the Company changed its name to “Gold Union Inc.” Effective March 26, 2018,
the Company changed its name to Noble Vici Group, Inc (“NVGI”).
On December 31, 2016, the Company completed
the acquisition of 48% equity interest in Phnom Penh Golden Corridor Trading Co. Limited (“PPGCT”) in exchange of 2,500,000,000
shares of its common stock. PPGCT was treated as the acquirer for accounting purpose since the original stockholders of PPGCT owned
a majority of the shares of the Company’s common stock immediately following the completion of the transaction. PPGCT was
the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting
acquire. This transaction was accounted for as a reverse acquisition under U.S. GAAP.
On November 20, 2017, the Company, through
its subsidiary G.U. International Limited (“GUI”), entered into an agreement (the “Sales Agreement”) with
Hedi Property Sdn. Bhd., a company incorporated under the laws of Malaysia (“Hedi”), pursuant to which the Company
reorganized its shareholding of the Phnom Penh Golden Corridor Trading Co. Limited (“GUI PPGCT Shares”). On February
1, 2018, the Company completed such reorganization and transferred the GUI PPGCT Shares to Hedi, a company created for holding
GUI PPGCT Shares, in exchange for 1,631,245 shares of Hedi’s ordinary shares, representing approximately 99.9% of Hedi (the
“Hedi Shares”). The Hedi Shares were valued at Malaysian Ringgit 1,631,245, in accordance with the terms and conditions
of the Sales Agreement.
On February 2, 2018, the Company approved
the distribution of the Hedi Shares to its shareholders of its record as of February 1, 2018, on a pro rata basis of one (1) Hedi
Share for every 1632.58 shares of our common stock held by such shareholder of record. Shareholders that are entitled to three
tens (3/10) or more of a Hedi Share shall receive one (1) whole Hedi Share. The Company is currently a shell company with no nominal
operation and no nominal assets.
On April 26, 2018, the Company approved
the change of fiscal year from December 31 to March 31.
Concurrently, on April 26, 2018, the Company
approved a reverse split of the Company’s issued and outstanding common stock on a 1 for 1,000 (1:1,000) basis, increase
the Company’s authorized capital from 3,000,000,000 shares of common stock, par value $0.0001 (the “Common Stock”),
to 3,050,000,000 shares, consisting of 3,000,000,000 shares of Common Stock and 50,000,000 shares of undesignated preferred stock,
par value $0.0001 (the “Preferred Stock”). But, the FINRA approval is still in the process.
NVGI and its subsidiaries are hereinafter
referred to as (the “Company”).
2.
|
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 suffered from continuous
losses with an accumulated deficit of $569,078 as of March 31, 2018 and experienced negative cash flows from operations. The continuation
of the Company as a going concern through March 31, 2019 is dependent upon the continued financial support from its stockholders.
Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that
the Company will be successful in securing sufficient funds to sustain the operations.
NOBLE VICI GROUP, INC.
(Formerly Gold Union Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2018 AND
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
(Currency expressed in United States
Dollars (“US$”), except for number of shares)
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.
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
On April 26, 2018, the Company’s
Board of Directors approved a change in the Company’s fiscal year end from December 31 to March 31. Year-over-year quarterly
financial data continues to be comparative to prior periods as the months that comprise each fiscal quarter in the new fiscal year
are the same as those in the Company’s historical financial statements.
These accompanying consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”).
•
|
Use of estimates and assumptions
|
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.
The consolidated financial statements include
the financial statements of NVGI and its subsidiaries. All significant inter-company balances and transactions within the Company
have been eliminated upon consolidation.
The Company accounts for the investment
in an associate in which the Company does not hold a controlling financial interest but have significant influence over operating
and financial policies using the equity method. Under the equity method, the investment is recorded at cost and adjusted for the
proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions
received, and other adjustments, as appropriate. The Company performs a periodic evaluation of an investment to determine whether
the fair value of each investment is less than the carrying value, and, if so, whether such decrease in value is deemed to be other-than-temporary.
There were no impairment losses recognized by the related to investment in an associate during the years ended December 31, 2017
and 2016. As of March 31, 2018, the Company had no investment in an associate.
The Company adopted the provisions of
paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under
paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely
than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of
the position. The tax benefits recognized in the financial statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph
740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in
interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for
unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
NOBLE VICI GROUP, INC.
(Formerly Gold Union Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2018 AND
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
(Currency expressed in United States
Dollars (“US$”), except for number of shares)
The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit
carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance
sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation
of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the
Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion,
adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates,
additional allowances or reversals of reserves may be necessary.
For the three months ended March 31, 2018,
the Company did not have any interest and penalties associated with tax positions. As of March 31, 2018 and December 31, 2017 and
2016, the Company did not have any significant unrecognized uncertain tax positions.
The Company calculates net loss per share
in accordance with ASC Topic 260, “
Earnings per Share.
” Basic loss per share is computed by dividing the net
income by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the number of additional common shares that would have
been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
There were no potentially outstanding dilutive
shares for the years ended December 31, 2017 and 2016.
There were no potentially outstanding dilutive
shares for the three months ended March 31, 2018.
The Company follows subtopic 850-10 of
the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related
parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required,
absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted
for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company;
f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate
interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties
or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that
one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar
items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated
or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the
relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an
understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each
of the periods for which income statements are presented and the effects of any change in the method of establishing the terms
from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet
presented and, if not otherwise apparent, the terms and manner of settlement.
NOBLE VICI GROUP, INC.
(Formerly Gold Union Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2018 AND
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
(Currency expressed in United States
Dollars (“US$”), except for number of shares)
•
|
Commitments and contingencies
|
The Company follows subtopic 450-20 of
the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves
an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted
claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted
claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are
generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe,
based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated
financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and
adversely affect the Company’s business, financial position, and results of operations or cash flows.
•
|
Fair value of financial instruments
|
The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value
hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Level 1
|
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
|
|
Level 2
|
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
|
|
Level 3
|
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s
financial assets and liabilities, such as cash and accounts payable and accrued expenses, approximate their fair values because
of the short maturity of these instruments.
Transactions involving related parties
cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions
were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
•
|
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
. The standard provides companies with a single
model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance,
including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the
goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the
customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively
to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In August
2015, the FASB issued ASU 2015-14,
Deferral of the Effective Date
, which defers the required adoption date
of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for the Company in its
first quarter of fiscal 2018. Early adoption is permitted but not before the original effective date of the new standard of
the first quarter of fiscal 2017. The following ASUs were subsequently issued by the FASB to clarify the implementation
guidance in some areas and add practical expedients: In March 2016, ASU 2016-08,
Revenue from Contracts with
Customers: Principal versus Agent Considerations;
in April 2016, ASU 2016-10,
Revenue from Contracts with
Customers: Identifying Performance Obligations and Licensing;
in May 2016, ASU 2016-12,
Revenue from Contracts
with Customers: Narrow Scope Improvements and Practical Expedients;
and in December 2016, ASU 2016-20,
Technical
Corrections and Improvements to Revenue from Contracts with Customers.
The Company’s is currently finalizing its
evaluation of standard product sales arrangements and has identified an adoption impact related to revenue from certain
distributor agreements which was deferred until the period in which the distributor sells through the inventory to the end
customer. In connection with the adoption of ASU 2014-09, the Company will change the recognition of sales to these
distributors whereby revenue will be estimated and recognized in the period in which the Company transfers control of the
product to the distributor; the adoption impact is not expected to be material. Other than this impact, the Company has not
identified any expected impact on the timing and measurement of revenue for standard product sales arrangements from the
adoption of the standard and the Company is currently formalizing its final conclusions. The Company is also formalizing its
evaluation of the impact of adoption on non-product sales arrangements, which represent less than five percent of revenue.
The Company has developed and used a comprehensive project plan to guide implementation of the new standard and is currently
completing its assessment. The Company will adopt the new accounting standard using the modified retrospective transition
method effective January 1, 2018.
In
February 2016, the FASB issued ASU No. 2016-02,
Leases
. The standard requires that a lessee recognize the assets
and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments
(the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases
with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not
to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases
at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective
for annual and interim reporting periods beginning after December 15, 2018.
In
March 2016, the FASB issued ASU No. 2016-09,
Improvements to Employee Share-Based Payment Accounting,
which changes
the accounting for employee share-based payments, including the accounting for income taxes, forfeitures, and statutory tax
withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits
associated with share-based payment awards will be recognized in the income statement when the awards vest or settle, rather than
in stockholders’ equity. In addition, it will increase the number of shares an employer can withhold to cover income taxes
on share-based payment awards and still qualify for the exemption to liability classification. The guidance was effective for the
Company in the first quarter of 2017.
In
November 2016, the FASB issued ASU No. 2016-18,
Statement of Cash Flows - Restricted Cash
, which
requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in
the statement of cash flows. The guidance will be effective for the Company in its first quarter of fiscal 2018. Early adoption
is permitted, including adoption in an interim period, but any adjustments must be reflected as of the beginning of the fiscal
year that includes that interim period. The new standard must be adopted retrospectively. The Company early adopted this standard
in the fourth quarter of 2016. In accordance with the Company’s early adoption of ASU No. 2016-18, the retrospective
restatement was limited to including restricted cash balances in the amount of $0.4 million in beginning cash, cash equivalents
and restricted cash balances for the year ended December 31, 2016 in the consolidated statements of cash flows. The retrospective
adoption did not impact reported net loss and does not otherwise have a material impact on the presentation of the overall financial
statements.
In
January 2017, the FASB issued ASU No. 2017-04,
Intangibles - Goodwill and Other,
which eliminates step
two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting
unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order
to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step
quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment
charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the
loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the
Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a
prospective basis. The adoption of the standard will not materially impact the Company's consolidated financial statements
unless step one of the annual goodwill impairment test fails. The Company early adopted this standard on January 1, 2017
and the adoption did not have an effect on the Company’s consolidated financial statements.
In
March 2017, the FASB issued ASU No. 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement
Benefit Cost
, which changes how employers that sponsor defined benefit pension or other postretirement benefit plans
present the net periodic benefit cost in the statement of operations. The new guidance requires entities to report the service
cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required
to be presented in the statement of operations separately from the service cost component and outside the subtotal of loss from
operations. ASU 2017-07 also provides that only the service cost component is eligible for capitalization. The standard is
effective for the Company in the first quarter of 2018, with adoption to be applied on a retrospective basis. The Company’s
2017 and 2016 loss from operations, when restated, will increase $0.7 million and $0.5 million , respectively,
due to the reclassification of the non-service cost components of net benefit cost which will be moved to a line below loss from
operations. There is no impact to net loss or net loss per share in the Company’s consolidated statements of operations.
In
May 2017, the FASB issued ASU No. 2017-09,
Compensation-Stock Compensation: Scope of Modification
Accounting
, which provides clarification on when modification accounting should be used for changes to the terms or
conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that
modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award
classification and would not be required if the changes are considered non-substantive. The amendments of this ASU are
effective for the Company in the first quarter of 2018, with early adoption permitted. The adoption of ASU 2017-09 is not
expected to have an impact on the Company’s consolidated financial statements.
In
August 2017, the FASB issued ASU No. 2017-12,
Derivatives and Hedging - Targeted Improvements to Accounting for Hedging
Activities
, which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on
the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately
in income. The amendments in this ASU are effective for the Company in the first quarter of 2019. The Company does not expect this
ASU to have a material impact on its consolidated financial statements.
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.
4.
|
LAND UNDER DEVELOPMENT
|
In September 2013, the Company purchased
three pieces of freehold farmland located at Phkang Village, Chbarmorn Commune, Chbarmorn District, Phnom Penh, Cambodia with a
total land size of 172,510 meter square. These lands are currently vacant and the Company is actively anticipating the town planning
and development application. The Company expects to develop and construct an industrial complex for rental income purpose, which
will be completed in the next two to three years, subject to the final approval from the local government.
No depreciation is provided for during
the years presented.
At March 31, 2018, the land under development
was distributed in specie to its shareholder under the dividend earnout.
The Company generated an operating loss
for the three months ended March 31, 2018 and the years ended December 31, 2017 and 2016 and did not record income tax expense.
The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:
United States of America
NVGI is registered in the State of Delaware
and is subject to United States of America tax law. No provision for income taxes have been made as NVGI has generated no taxable
income for the periods presented. The Company’s policy is to recognize accrued interest and penalties related to unrecognized
tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to
its results of operations for the period presented.
As of March 31, 2018 and December 31, 2017,
the Company incurred $569,078 and $496,219 of cumulative net operating losses which can be carried forward to offset future taxable
income. The net operating loss carryforwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation
allowance against the deferred tax assets 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.
Hong Kong
G.U. Asia Limited is subject to Hong Kong
Profits Tax, which is charged at the statutory income rate of 16.5% on assessable income. There is no operation in Hong Kong during
the period or years reported.
Republic of Seychelles
Under the Republic of Seychelles law, G.U.
International Limited is not subject to tax on income.
Kingdom of Cambodia
PPGCT is subject to Cambodian tax law at
the statutory rate of 20% on its assessable income.
As of December 31, 2017 and 2016, PPGCT
incurred $114,063 and $101,505 of cumulative net operating losses which can be carried forward to offset against its future taxable
income at no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $22,813 and
$20,301 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.
As of March 31, 2018, the Company is no
longer subject to Cambodian tax regime.
The following table sets forth the significant
components of the aggregate deferred tax assets of the Company as of March 31, 2018, December 31, 2017 and 2016:
|
|
As of March 31,
|
|
|
As of December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards:
|
|
|
|
|
|
|
|
|
|
|
|
|
-
United States of America
|
|
$
|
63,636
|
|
|
$
|
104,206
|
|
|
$
|
153,425
|
|
-
Kingdom of Cambodia
|
|
|
–
|
|
|
|
22,813
|
|
|
|
20,301
|
|
|
|
|
63,636
|
|
|
|
127,019
|
|
|
|
173,726
|
|
Less: valuation allowance
|
|
|
(63,636
|
)
|
|
|
(127,019
|
)
|
|
|
(173,726
|
)
|
Deferred tax assets
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
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 as of March 31, 2018 and December 31, 2017 and 2016.
Basic net loss 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 per share. The following table sets forth the computation of basic and diluted net income per share
for the three months ended March 31, 2018 and the years ended December 31, 2017 and 2016:
|
|
Three Months
ended
March 31,
|
|
|
Years ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common shareholders
|
|
$
|
(23,116
|
)
|
|
$
|
(57,528
|
)
|
|
$
|
(63,781
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – Basic and diluted
|
|
|
2,663,134,500
|
|
|
|
2,663,134,500
|
|
|
|
2,663,134,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share – Basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
For the three months ended March 31, 2018,
the Company approved to make the distribution in specie of Cambodian business.
As of December 31, 2017 and 2016, the Company
had a total of 2,663,134,500 shares of its common stock issued and outstanding.
On April 26, 2018, the Company approved
a reverse split of the Company’s issued and outstanding common stock on a 1 for 1,000 (1:1,000) bases, increase the Company’s
authorized capital from 3,000,000,000 shares of common stock, par value $0.0001 (the “Common Stock”), to 3,050,000,000
shares, consisting of 3,000,000,000 shares of Common Stock and 50,000,000 shares of undesignated preferred stock, par value $0.0001
(the “Preferred Stock”). The reverse stock split will effectuate upon receipt of FINRA approval.
8.
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RELATED PARTY TRANSACTIONS
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During the three months ended March 31,
2018 and the years ended December 31, 2017 and 2018, the Company had the following related party transactions:
Advances from Stockholders
From time to time, stockholders of the
Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on
demand. The imputed interest on the loan from director was not significant.
Free Office Space from its Majority
Stockholder and Chief Executive Officer
The Company has been provided office space
by its majority stockholder at no cost. The management determined that such cost is nominal and did not recognize the rent expense
in its financial statements.
In accordance with ASC Topic 855, “
Subsequent
Events
”, which establishes general standards of accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after
March 31, 2018 up through the date was the Company issued the audited financial statements. During the period, the Company did
not have any material recognizable subsequent events, except for the below:
On April 26, 2018, the Company and stockholders
holding a majority of the Company’s issued and outstanding common stock approved by written consent in lieu of a special
meeting the taking of all steps necessary to effect the following actions (the “Corporate Actions”):
1.
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Increase the Company’s authorized capital from 3,000,000,000 shares of common stock, par value $0.0001 (the “Common Stock”), to 3,050,000,000 shares, consisting of 3,000,000,000 shares of Common Stock and 50,000,000 shares of undesignated preferred stock, par value $0.0001 (the “Preferred Stock”);
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2.
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Effect a 1-for-1,000 reverse stock split of the Company’s issued and outstanding Common Stock (the “Reverse Stock Split”); and
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3.
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Change the Company’s fiscal year end from December 31st to March 31st, for all purposes (including tax and financial accounting).
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The Company expects the Corporate Actions
to become effective in June or July, 2018.