NOTE
1 - NATURE OF OPERATIONS
DD’s
Deluxe Rod Holder, Inc. (“Deluxe” or the “Company”) was incorporated on September 26, 2014 under the laws
of the State of Nevada. The business purpose of the Company is to sell, through its yet-to-be-developed, website, Deluxerodholder.com,
a fishing rod holder primarily for use in the sport of ice fishing. The Company has selected December 31 as its fiscal year end.
NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
This
summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements
and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These
financial statements and related notes are presented in accordance with accounting principles generally accepted in the United
States.
Going
Concern
As
shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of September 30,
2018, the Company has no financial resources with which to achieve its objectives and obtain profitability and positive cash flows.
As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $195,588.
At September 30, 2018, the Company’s working capital deficit is a $21,315. Achievement of the Company’s objectives
will be dependent upon the ability to obtain additional financing, and generate revenue from current and planned business operations,
and control costs. The Company is in the development stage and has generated no operating income. The Company plans to fund its
future operations by joint venturing or obtaining additional financing from investors and/or lenders. However, there is no assurance
that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going
concern exists. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the
implications of associated bankruptcy costs should the Company be unable to continue as a going concern.
Use
of Estimates
The
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America
requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use
of management assumptions and estimates relate to valuation of deferred tax and lives of intangible assets. Actual results could
differ from these estimates and assumptions and could have a material effect on the Company’s reported financial position
and results of operations.
Recent
Accounting Pronouncements
In
January 2017, the FASB issued Accounting Standards Update No. 2017-01,
Business Combinations (Topic 805): Clarifying the Definition
of a Business
(ASU 2017-01). The ASU provides guidance to evaluate whether transactions should be accounted for as acquisitions
(or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is
concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business.
The guidance will be applied prospectively for annual periods and interim periods beginning after December 15, 2017. We adopted
this guidance effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial position,
results of operations, and disclosures.
In
February 2018, the FASB issued Accounting Standards Update No. 2018-02
Reclassification of Certain Tax Effects from Accumulated
Other Comprehensive Income
(ASU 2018-02). The standard provides financial statement preparers with an option to reclassify
stranded tax effects within Accumulated Other Comprehensive Income (AOCI) to retained earnings in each period in which the effect
of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. ASU
2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early
adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the Company’s
condensed consolidated financial statements.
In
March 2018, the FASB issued Accounting Standards Update No. 2018-05,
Income Taxes (Topic 740), Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 118
(ASU 2018-05). The ASU adds various Securities and Exchange Commission (“SEC”)
paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118,
Income Tax Accounting Implications
of the Tax Cuts and Jobs Act
(“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns
about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the
Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income
tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide
a reasonable estimate. We have accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118, on a
provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for
those effects and have recorded provisional amounts in our condensed consolidated financial statements as of September 30, 2018
and December 31, 2017.
Cash
and Cash Equivalents
For
the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three
months or less when acquired to be cash equivalents.
Intangible
Assets
Intangible
assets with definite lives are subject to amortization. At September 30, 2018 and December 31, 2017, such intangible assets consist
of fees paid to the United States Patent and Trademark Office on the filing of a non-provisional patent application which will
be amortized on a straight-line basis over the patent life of 20 years, once approved. Intangible assets with definite lives are
tested for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. These conditions
may include an economic downturn, regulations, or a change in the assessment of future operations. At September 30, 2018, none
of the Company’s patent applications have been approved.
Start-up
Costs
In
accordance with ASC 720-15-20,
“Start-up Activities,”
the Company expenses all costs incurred in connection
with the start-up and organization of the Company.
Office
Space and Labor
The
Company’s sole Officer and Director will provide the labor required to execute the business plan and supply the necessary
office space and facilities for the initial period of operations. The Company will recognize the fair value of services and office
space provided by our sole Officer and Director as contributed capital in accordance with ASC 225-10-S99-4. From inception through
September 30, 2018, the fair value of services and office space provided was estimated to be nil.
Financial
Instruments
The
Company’s financial instruments include cash and cash equivalents and line of credit. All instruments are accounted for
on a historical cost basis, which, due to the short-term nature of these financial instruments approximates fair value at September
30, 2018.
Fair
Value Measures
When
required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent,
objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the
fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level
of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets
or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount
of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or
losses relating to those assets and liabilities still held at the reporting date. At September 30, 2018 and December 31, 2017,
the Company had no assets or liabilities accounted for at fair value on a recurring or nonrecurring basis.
Loss
Per Share
Basic
Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted
average number of common shares outstanding for the period.
Diluted
EPS reflects the potential dilution that could occur from common shares issuable through stock options and warrants. The Company
has no potentially dilutive securities such as options, warrants, or convertible bonds currently issued and outstanding. Consequently,
basic and diluted earnings per share are the same, as shown in the Statement of Operations.
Income
Taxes
The
Company recognizes provision for income tax using the liability method. Deferred income tax liabilities or assets at the end of
each period are determined using the tax rates expected to be in effect when the taxes are actually paid or recovered. A valuation
allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will
not be realized.
Commitments
and 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. Management assessed
that the Company was not subject to any capital commitments that required the accrual of financial obligation.
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 standards as components of comprehensive income
are required to be reported in a financial statement that is presented with same prominence as other financial statements. The
Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized
gain or loss.
NOTE
3 – LINE OF CREDIT
On
March 1, 2016, the Company entered into a short-term line of credit agreement with Crest Business Solutions, LLC (“Crest”).
The agreement provides that Crest will provide the Company with up to $50,000 via the line of credit. All amounts borrowed by
the Company pursuant to the line of credit was due and payable (with accrued interest thereon) in one balloon payment on February
28, 2017. The Company had the option to extend the term of the line of credit for an additional year to February 28, 2018 which
was exercised. Interest accrues on the principal amount borrowed pursuant to the line of credit at the rate of five percent per
annum. Interest expense for the nine months period ended September 30, 2018 and 2017, was $647 and $810, respectively. Accrued
interest payable at September 30, 2018 and December 31, 2017, was $0 and $4,019, respectively.
On
April 11, 2018, the former director assumed the liability of the line of credit per Assignment of Rights and Assumptions of Liabilities
Agreement.
NOTE
4 – STOCKHOLDERS’ DEFICIT
Common
Stock
As
of September 30, 2018, the Company has 120,000,000 shares of common stock authorized with a par value of $0.001 per share. Founder’s
shares of 1,000,000 were issued during 2014 at a price of $0.01 per share for $10,000 which was used for organizational costs
and other working capital requirements.
On
February 9, 2016, the Company issued 3,000,000 shares of its common stock for cash at $0.01 per share for a total of $30,000.
As
of September 30, 2018, the Company had 4,000,000 shares of common stock issued and outstanding with a par value of $0.001 per
share.
NOTE
5 – INCOME TAXES
The
Company accounts for income taxes in accordance with U.S. GAAP for income taxes. Under the asset and liability method as required
by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences
of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income
taxes consists of taxes currently due plus deferred taxes.
The
charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed.
It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred
taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between
the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in
the computation of assessable tax profit. Deferred tax liabilities are recognized for all future taxable temporary differences.
Deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible
temporary differences can be utilized. Deferred tax is calculated using 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 operations of statement, except when it is related to items credited or charged directly to
equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance
with the laws of the relevant taxing authorities.
On
December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide
range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction
with majority of the tax provision effective after December 31, 2017.
The
Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal corporate
tax rate from 35 percent to 21 percent; and (ii) requiring companies to pay a one-time transition tax on certain unremitted earnings
of foreign subsidiaries.
The
Tax Act also established new tax laws that affect 2018, including, but not limited to: (i) the reduction of the U.S. federal corporate
tax rate discussed above; (ii) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (iii)
a new provision designed to tax global intangible low-taxed income (“GILTI”); (iv) the repeal of the domestic production
activity deductions; (v) limitations on the deductibility of certain executive compensation; (vi) limitations on the use of foreign
tax credits to reduce the U.S. income tax liability; and (vii) a new provision that allows a domestic corporation an immediate
deduction for a portion of its foreign derived intangible income (“FDII”).
The
Securities and Exchange Commission staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on
accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from
the Tax Act enactment date for companies to complete the related accounting under ASC 740, Accounting for Income Taxes. In accordance
with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC
740 is complete. To the extent that a company’s accounting for a certain income tax effect of the Tax Act is incomplete,
but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company
cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the
basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
Certain
activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on the Company when
its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI
under the U.S. Internal Revenue Code beginning after December 31, 2017. Due to the complexity of the new GILTI tax rules, the
Company is continuing to evaluate the provision of the Tax Act and the application of ASC 740. The Company will continue to analyze
the full effects of the Tax Act on its consolidated financial statements.
An
uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would
be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount
of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more
likely than not” test, no tax benefit is recorded. As of September 30, 2018, and December 31, 2017, the Company had no uncertain
tax positions, and will continue to evaluate for uncertain positions in the future.
NOTE
6 – SUBSEQUENT EVENTS
On November 13,
2018 we completed a reverse acquisition transaction with Golden Sunset pursuant to the Share Exchange Agreement, whereby we issued
to the Shareholders 230,000,000 shares of our common stock in exchange for all of the issued and outstanding capital stock of
Golden Sunset. Golden Sunset thereby became our wholly owned subsidiary and the former stockholders of Golden Sunset became our
controlling stockholders. As a result of this transaction, we ceased to be a shell company and through our subsidiaries and affiliated
entities, we are currently engaged in the elderly care business.