UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly
period ended September 30, 2019
OR
o TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ____________ to ___________
Commission File
No. 000-52273
EASON EDUCATION KINGDOM HOLDINGS, INC.
|
(Exact name of
registrant as specified in its charter)
|
Nevada
|
|
88-0435998
|
(State or other
jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Unit 19, 35/F., Tower
1,
Millennium City 1, No. 388
Kwun Tong Road,
Kwun Tong, Kowloon,
Hong Kong
(Address of principal
executive offices, zip code)
+852
2111-0810
(Registrant’s telephone
number, including area code)
___________________________________________________________
(Former name, former
address and former fiscal year, if changed since last report)
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
|
|
|
Indicate by
check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x No o
Indicate by
check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes x No o
Indicate by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (check one):
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
Non-accelerated
filer
|
x
|
Smaller
reporting company
|
x
|
|
Emerging growth company
|
o
|
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. o
Indicate by
check mark whether the registrant is a shell company (as defined in
Exchange Act Rule 12b-2 of the Exchange Act): Yes x No o
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by
check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes o No o
APPLICABLE
ONLY TO CORPORATE ISSUERS
As of October
31, 2019, there were 310,868,500 shares of common stock, $0.001 par
value per share, outstanding.
EASON EDUCATION KINGDOM
HOLDINGS, INC.
QUARTERLY REPORT ON FORM
10-Q
FOR THE PERIOD ENDED
SEPTEMBER 30, 2019
INDEX
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly
Report on Form 10-Q of Eason Education Kingdom Holdings, Inc., a
Nevada corporation (the “Company”), contains “forward-looking
statements,” as defined in the United States Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”,
“should”, “could”, “expects”, “plans”, “intends”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or
the negative of such terms and other comparable terminology. These
forward-looking statements include, without limitation, statements
about our market opportunity, our strategies, competition, expected
activities and expenditures as we pursue our business plan, and the
adequacy of our available cash resources. Although we believe that
the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Actual results may differ materially
from the predictions discussed in these forward-looking statements.
The economic environment within which we operate could materially
affect our actual results. Additional factors that could materially
affect these forward-looking statements and/or predictions include,
among other things to product demand, market and customer
acceptance, competition, pricing, the exercise of the control over
us by Chu Kin Hon, the Company’s sole director and majority
shareholder, and development difficulties, as well as general
industry and market conditions and growth rates and general
economic conditions; and other factors discussed in the Company’s
filings with the Securities and Exchange Commission (“SEC”).
Our management
has included projections and estimates in this Form 10-Q, which are
based primarily on management’s experience in the industry,
assessments of our results of operations, discussions and
negotiations with third parties and a review of information filed
by our competitors with the SEC or otherwise publicly available. We
caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
PART I. FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
STATEMENTS.
EASON EDUCATION KINGDOM HOLDINGS,
INC.
CONDENSED
BALANCE SHEETS
SEPTEMBER 30,
2019 (UNAUDITED) AND DECEMBER 31, 2018 (AUDITED)
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
|
Cash
|
|
$ |
- |
|
|
$ |
- |
|
Escrow
accounts hold by attorney
|
|
|
37,624 |
|
|
|
86,528 |
|
Prepaid
expenses
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Current
Assets
|
|
|
37,624 |
|
|
|
86,528 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$ |
37,624 |
|
|
$ |
86,528 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
- |
|
|
$ |
- |
|
Accounts
payable - Related party
|
|
|
- |
|
|
|
- |
|
Accrued
interest
|
|
|
- |
|
|
|
- |
|
Accrued
interest - Related parties
|
|
|
- |
|
|
|
- |
|
Accrued
liabilities
|
|
|
7,000 |
|
|
|
29,000 |
|
Amount due
to shareholder
|
|
|
- |
|
|
|
- |
|
Notes
payable
|
|
|
- |
|
|
|
- |
|
Notes
payable - Related parties
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Current
Liabilities
|
|
|
7,000 |
|
|
|
29,000 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY:
|
|
|
|
|
|
|
|
|
Preferred
stock, Class A Preferred Stock; $0.001 par value 175,000,000
shares authorized; no shares issued and outstanding
|
|
|
- |
|
|
|
- |
|
Common
stock, $0.001 par value; 500,000,000 shares authorized; 2019:
310,868,500 (2018: 310,868,500) shares issued and outstanding
|
|
|
310,869 |
|
|
|
310,869 |
|
Additional
paid-in capital
|
|
|
413,349 |
|
|
|
413,349 |
|
Accumulated
deficit
|
|
|
(693,594 |
) |
|
|
(666,690 |
) |
|
|
|
|
|
|
|
|
|
Total
Stockholders’ Equity
|
|
|
30,624 |
|
|
|
57,528 |
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$ |
37,624 |
|
|
$ |
86,528 |
|
The accompanying
notes are an integral part of the condensed financial
statements.
EASON EDUCATION KINGDOM HOLDINGS,
INC.
CONDENSED
STATEMENTS OF OPERATIONS
FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED) AND 2018
(UNAUDITED)
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Gross
Revenues
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
General and
administrative expenses
|
|
|
8,350 |
|
|
|
19,450 |
|
|
|
|
|
|
|
|
|
|
Total Operating
Expenses
|
|
|
8,350 |
|
|
|
19,450 |
|
|
|
|
|
|
|
|
|
|
Loss from
Operations
|
|
|
(8,350 |
) |
|
|
(19,450 |
) |
|
|
|
|
|
|
|
|
|
Other Income
(Expense)
|
|
|
|
|
|
|
|
|
Gain on
release of liabilities
|
|
|
- |
|
|
|
- |
|
Interest
(expense)
|
|
|
- |
|
|
|
- |
|
Interest
(expense) - Related Parties
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Other
Income/(Expense)
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Profit/(loss)
before Income Taxes
|
|
|
(8,350 |
) |
|
|
(19,450 |
) |
|
|
|
|
|
|
|
|
|
Provision for
Income Taxes
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
Profits/(Loss)
|
|
$ |
(8,350 |
) |
|
$ |
(19,450 |
) |
|
|
|
|
|
|
|
|
|
Earnings (Loss)
per Share Basic and Diluted
|
|
$ |
(0.0000 |
) |
|
$ |
(0.0001 |
) |
|
|
|
|
|
|
|
|
|
Weighted Average
Shares Outstanding Basic and Diluted
|
|
|
310,868,500 |
|
|
|
310,868,500 |
|
The accompanying
notes are an integral part of the condensed financial
statements.
EASON EDUCATION KINGDOM HOLDINGS,
INC.
CONDENSED
STATEMENTS OF OPERATIONS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED) AND 2018
(UNAUDITED)
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Gross
Revenues
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
General and
administrative expenses
|
|
|
26,904 |
|
|
|
33,620 |
|
|
|
|
|
|
|
|
|
|
Total Operating
Expenses
|
|
|
26,904 |
|
|
|
33,620 |
|
|
|
|
|
|
|
|
|
|
Loss from
Operations
|
|
|
(26,904 |
) |
|
|
(33,620 |
) |
|
|
|
|
|
|
|
|
|
Other Income
(Expense)
|
|
|
|
|
|
|
|
|
Gain on
release of liabilities
|
|
|
- |
|
|
|
- |
|
Interest
(expense)
|
|
|
- |
|
|
|
- |
|
Interest
(expense) - Related Parties
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Other
Income/(Expense)
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Profit/(loss)
before Income Taxes
|
|
|
(26,904 |
) |
|
|
(33,620 |
) |
|
|
|
|
|
|
|
|
|
Provision for
Income Taxes
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
Profits/(Loss)
|
|
$ |
(26,904 |
) |
|
$ |
(33,620 |
) |
|
|
|
|
|
|
|
|
|
Earnings (Loss)
per Share Basic and Diluted
|
|
$ |
(0.0001 |
) |
|
$ |
(0.0001 |
) |
|
|
|
|
|
|
|
|
|
Weighted Average
Shares Outstanding Basic and Diluted
|
|
|
310,868,500 |
|
|
|
310,868,500 |
|
The accompanying
notes are an integral part of the condensed financial
statements.
EASON EDUCATION KINGDOM HOLDINGS,
INC.
STATEMENTS OF
STOCKHOLDERS’ DEFICIT
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2018
|
|
Capital
Stock
|
|
|
Paid-in
|
|
|
Additional
Accumulated
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficits
|
|
|
Net Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
December 31, 2014
|
|
|
10,368,500 |
|
|
$ |
10,369 |
|
|
$ |
110,533 |
|
|
$ |
(660,677 |
) |
|
$ |
(539,775 |
) |
Shares
issued
|
|
|
300,500,000 |
|
|
|
300,500 |
|
|
|
- |
|
|
|
- |
|
|
|
300,500 |
|
Debt settlement
on ownership change
|
|
|
- |
|
|
|
- |
|
|
|
302,816 |
|
|
|
- |
|
|
|
302,816 |
|
Net loss for the
year ended December 31, 2015
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
167,575 |
|
|
|
167,575 |
|
BALANCE,
December 31, 2015
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(493,102 |
) |
|
$ |
231,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
year ended December 31, 2016
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(52,664 |
) |
|
|
(52,664 |
) |
BALANCE,
December 31, 2016
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(545,766 |
) |
|
$ |
178,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the
year ended December 31, 2017
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(60,138 |
) |
|
|
(60,138 |
) |
BALANCE,
December 31, 2017
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(605,904 |
) |
|
$ |
118,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the
nine months ended September 30, 2018
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(33,620 |
) |
|
|
(33,620 |
) |
BALANCE,
September 30, 2018
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(653,694 |
) |
|
$ |
84,694 |
|
The accompanying
notes are an integral part of these financial statements.
EASON
EDUCATION KINGDOM HOLDINGS, INC.
STATEMENTS OF
STOCKHOLDERS’ DEFICIT
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2019 AND YEAR ENDED DECEMBER 31,
2018
|
|
Capital
Stock
|
|
|
Paid-in
|
|
|
Additional
Accumulated
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficits
|
|
|
Net Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
December 31, 2014
|
|
|
10,368,500 |
|
|
$ |
10,369 |
|
|
$ |
110,533 |
|
|
$ |
(660,677 |
) |
|
$ |
(539,775 |
) |
Shares
issued
|
|
|
300,500,000 |
|
|
|
300,500 |
|
|
|
- |
|
|
|
- |
|
|
|
300,500 |
|
Debt settlement
on ownership change
|
|
|
- |
|
|
|
- |
|
|
|
302,816 |
|
|
|
- |
|
|
|
302,816 |
|
Net loss for the
year ended December 31, 2015
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
167,575 |
|
|
|
167,575 |
|
BALANCE,
December 31, 2015
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(493,102 |
) |
|
$ |
231,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
year ended December 31, 2016
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(52,664 |
) |
|
|
(52,664 |
) |
BALANCE,
December 31, 2016
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(545,766 |
) |
|
$ |
178,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the
year ended December 31, 2017
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(60,138 |
) |
|
|
(60,138 |
) |
BALANCE,
December 31, 2017
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(605,904 |
) |
|
$ |
118,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the
year ended December 31, 2018
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(60,786 |
) |
|
|
(60,786 |
) |
BALANCE,
December 31, 2018
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(666,690 |
) |
|
$ |
57,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the
nine months ended September 30, 2019
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(26,904 |
) |
|
|
(26,904 |
) |
BALANCE,
September 30, 2019
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
413,349 |
|
|
$ |
(693,594 |
) |
|
$ |
30,624 |
|
The accompanying
notes are an integral part of these financial statements.
EASON EDUCATION KINGDOM HOLDINGS,
INC.
CONDENSED
STATEMENTS OF CASH FLOWS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 (UNAUDITED)
|
|
2019
|
|
|
2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net profits
(loss) from operations
|
|
$ |
(26,904 |
) |
|
$ |
(33,620 |
) |
Changes in
assets and liabilities:
|
|
|
|
|
|
|
|
|
Decrease in
prepaid expenses
|
|
|
- |
|
|
|
9,000 |
|
Increase(Decrease) in accrued liabilities
|
|
|
(22,000 |
) |
|
|
(19,000 |
) |
Decrease in
accounts payable
|
|
|
- |
|
|
|
- |
|
Decrease in
accrued expenses
|
|
|
- |
|
|
|
- |
|
Decrease in
escrow account hold by attorney
|
|
|
48,904 |
|
|
|
43,630 |
|
Net cash
(used in) operating activities
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Procced from
debt settlement
|
|
|
- |
|
|
|
- |
|
Escrow
accounts hold by director
|
|
|
- |
|
|
|
- |
|
Amount due
to shareholder
|
|
|
- |
|
|
|
- |
|
Decrease in
notes payable
|
|
|
- |
|
|
|
- |
|
Decrease in
notes payable-related parties
|
|
|
- |
|
|
|
- |
|
Proceed from
common stock issuance
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net cash
provided by financing activities
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
increase/(decrease) in cash
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
CASH AT
BEGINNING OF THE YEAR
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
CASH AT END OF
THE YEAR
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for
income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Cash paid for
interest expense
|
|
$ |
- |
|
|
$ |
- |
|
The accompanying
notes are an integral part of the condensed financial
statements.
EASON EDUCATION KINGDOM HOLDINGS,
INC.
NOTES TO
CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30,
2019 AND DECEMBER 31, 2018
NOTE 1 –
ORGANIZATION, HISTORY AND BUSINESS ACTIVITY
Eason Education
Kingdom Holdings, Inc. (formerly known as Han Logistics, Inc.) (the
“Company”) was incorporated under the law of the State of Nevada on
July 1, 1999. The Company organized to engage in the business of
namely the development, marketing and delivering of logistical
analysis, problem solving and other logistics services and general
business services. The Company is currently seeking any business
opportunities.
On February 12,
2015, Michael Vardakis, the then major shareholder, entered into a
Stock Purchase Agreement with Kin Hon Chu (“New Majority
Shareholder”) wherein Mr. Vardakis sold 8,813,225 shares of the
Company’s common stock, representing approximately 85% of all
issued and outstanding shares to Mr. Chu.
NOTE 2 –
SIGNIFICANT ACCOUNTING POLICIES
This summary of
significant accounting policies of Eason Education Kingdom
Holdings, Inc. is presented to assist in understanding the
Company’s financial statements. The financial statements and notes
are representations of the Company’s management, which is
responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the
United States of America (“GAAP”) and have been consistently
applied in the preparation of the financial statements.
Cash and
Cash Equivalents
The Company
considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The
Company currently has cash held in a trust account held by the
Company’s legal counsel.
Fair Value
of Financial Instruments
Effective
January 1, 2008, the Company adopted FASB ASC 820, Fair Value
Measurements, which provides a framework for measuring fair value
under GAAP. Fair value is defined 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. The standard also expands disclosures
about instruments measured at fair value and establishes a fair
value hierarchy, which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when
measuring fair value. The standard describes three levels of inputs
that may be used to measure fair value:
Level 1 – Quoted
prices for identical assets and liabilities in active markets;
Level 2 – Quoted
prices for similar assets and liabilities in active markets; quoted
prices for identical or similar assets and liabilities in markets
that are not active; and model-derived valuations in which all
significant inputs and significant value drivers are observable in
active markets; and
Level 3 –
Valuations derived from valuation techniques in which one or more
significant inputs or significant value drivers are
unobservable.
The Company
designates cash equivalents as Level 1. The total amount of the
Company’s investment classified as Level 3 is de minimis.
The fair value
of the Company’s debt as of September 30, 2019 and December 31,
2018 approximated fair value at those times.
Fair value of
financial instruments: The carrying amounts of financial
instruments, including cash, accounts payable, and accrued expenses
approximated fair value as of September 30, 2019 and December 31,
2018 because of the relative short term nature of these
instruments.
Revenue
Recognition
The Company
recognizes revenue, in accordance with ASC 605, Revenue
Recognition, which codified the Securities and Exchange Commission
Staff Accounting Bulletin (SAB) number 104, which states that
revenue is generally recognized when it is realized and earned.
Specifically, the Company recognizes revenue when services are
performed and projects are completed and accepted by the
customer.
Use of
Estimates
The preparation
of financial statements in conformity with generally accepted
accounting principles 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 and the reported amounts of revenues and expenses during
the reporting periods. Management makes these estimates using the
best information available at the time the estimates are made;
however actual results could differ materially from those
estimates.
Income
Taxes
The Company
accounts for income taxes under an asset and liability approach.
This process involves calculating the temporary and permanent
differences between the carrying amounts of the assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. The temporary differences result in
deferred tax assets and liabilities, which would be recorded on the
Company’s balance sheets in accordance with ASC 740, Income Taxes,
which established financial accounting and reporting standards for
the effect of income taxes. The Company must assess the likelihood
that its deferred tax assets will be recovered from future taxable
income and, to the extent the Company believes that recovery is not
likely, the Company must establish a valuation allowance. Changes
in the Company’s valuation allowance in a period are recorded
through the income tax provision on the statements of
operations.
The Company
records interest and penalties arising from the underpayment of
income taxes in the statement of income under general and
administrative expenses. As of September 30, 2019 and
December 31, 2018, the Company had no accrued interest or
penalties related to uncertain tax positions. The company also did
not have any uncertain tax benefits during these years. The tax
years 2018, 2017 and 2016 remain open to examination.
Earnings
(Loss) per Share
The Company is
required to provide basic and dilutive earnings (loss) per common
share information.
The basic net
loss per common share is computed by dividing the net loss
applicable to common stockholders by the weighted average number of
common shares outstanding.
Diluted net loss
per common share is computed by dividing the net loss applicable to
common stockholders, adjusted on an “as if converted” basis, by the
weighted average number of common shares outstanding plus potential
dilutive securities.
For the nine
months ended September 30, 2019 and 2018, potential dilutive
securities had an anti-dilutive effect and were not included in the
calculation of diluted net loss per common share.
Recent
Accounting Pronouncements
ASU No. 2018-02,
Income Statement—Reporting Comprehensive Income (Topic 220):
Reclassification of Certain Tax Effects from Accumulated Other
Comprehensive Income, provides financial statement preparers with
an option to reclassify stranded tax effects within 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.
The ASU requires
financial statement preparers to disclose:
·
|
A description of
the accounting policy for releasing income tax effects from
AOCI;
|
·
|
Whether they
elect to reclassify the stranded income tax effects from the Tax
Cuts and Jobs Act; and
|
·
|
Information
about the other income tax effects that are reclassified.
|
The amendments
affect any organization that is required to apply the provisions of
Topic 220, Income Statement—Reporting Comprehensive Income, and has
items of other comprehensive income for which the related tax
effects are presented in other comprehensive income as required by
GAAP.
The amendments
are effective for all organizations for fiscal years beginning
after December 15, 2018, and interim periods within those fiscal
years. Early adoption is permitted. Organizations should apply the
proposed amendments either in the period of adoption or
retrospectively to each period (or periods) in which the effect of
the change in the U.S. federal corporate income tax rate in the Tax
Cuts and Jobs Act is recognized.
The FASB has
issued Accounting Standards Update (ASU) No. 2018-05, Income Taxes
(Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff
Accounting Bulletin No. 118. ASU 2018-05 amends certain SEC
material in Topic 740 for the income tax accounting implications of
the recently issued Tax Cuts and Jobs Act (Act).
ASU 2018-05 adds
the following guidance, among other things, to the FASB Accounting
Standards Codification™ regarding the Act:
·
|
Question 1: If
the accounting for certain income tax effects of the Act is not
completed by the time a company issues its financial statements
that include the reporting period in which the Act was enacted,
what amounts should a company include in its financial statements
for those income tax effects for which the accounting under Topic
740 is incomplete?
|
|
|
·
|
Answer 1: In a
company’s financial statements that include the reporting period in
which the Act was enacted, a company must first reflect the income
tax effects of the Act in which the accounting under Topic 740 is
complete. These completed amounts would not be provisional amounts.
The company would then also report provisional amounts for those
specific income tax effects of the Act for which the accounting
under Topic 740 will be incomplete but a reasonable estimate can be
determined. For any specific income tax effects of the Act for
which a reasonable estimate cannot be determined, the company would
not report provisional amounts and would continue to apply Topic
740 based on the provisions of the tax laws that were in effect
immediately prior to the Act being enacted. For those income tax
effects for which a company was not able to determine a reasonable
estimate (such that no related provisional amount was reported for
the reporting period in which the Act was enacted), the company
would report provisional amounts in the first reporting period in
which a reasonable estimate can be determined.
|
·
|
Question 2: If
an entity accounts for certain income tax effects of the Act under
a measurement period approach, what disclosures should be
provided?
|
|
|
·
|
Answer 2: The
staff believes an entity should include financial statement
disclosures to provide information about the material financial
reporting impacts of the Act for which the accounting under Topic
740 is incomplete, including:
|
a. Qualitative
disclosures of the income tax effects of the Act for which the
accounting is incomplete;
b. Disclosures
of items reported as provisional amounts;
c. Disclosures
of existing current or deferred tax amounts for which the income
tax effects of the Act have not been completed;
d. The reason
why the initial accounting is incomplete;
e. The
additional information that is needed to be obtained, prepared, or
analyzed in order to complete the accounting requirements under
Topic 740;
f. The nature
and amount of any measurement period adjustments recognized during
the reporting period;
g. The effect of
measurement period adjustments on the effective tax rate; and
h. When the
accounting for the income tax effects of the Act has been
completed.
ASU 2018-05 is
effective upon inclusion in the FASB Codification.
The FASB has
issued Accounting Standards Update (ASU) No. 2018-17, Consolidation
(Topic 810): Targeted Improvements to Related Party Guidance for
Variable Interest Entities, that reduces the cost and complexity of
financial reporting associated with consolidation of variable
interest entities (VIEs). A VIE is an organization in which
consolidation is not based on a majority of voting rights.
The new guidance
supersedes the private company alternative for common control
leasing arrangements issued in 2014 and expands it to all
qualifying common control arrangements.
Under the new
standard, a private company could make an accounting policy
election to not apply VIE guidance to legal entities under common
control (including common control leasing arrangements) when
certain criteria are met. This accounting policy election must be
applied by a private company to all current and future legal
entities under common control that meet the criteria for applying
the alternative. A private company will be required to continue to
apply other consolidation guidance, specifically the voting
interest entity guidance.
Additionally, a
private company electing the alternative is required to provide
detailed disclosures about its involvement with, and exposure to,
the legal entity under common control.
The ASU also
amends the guidance for determining whether a decision-making fee
is a variable interest. The amendments require organizations to
consider indirect interests held through related parties under
common control on a proportional basis rather than as the
equivalent of a direct interest in its entirety (as currently
required in GAAP). Therefore, these amendments likely will result
in more decision makers not consolidating VIEs.
For
organizations other than private companies, the amendments in this
ASU are effective for fiscal years beginning after December 15,
2019, and interim periods within those fiscal years. The amendments
in this ASU are effective for a private company for fiscal years
beginning after December 15, 2020, and interim periods within
fiscal years beginning after December 15, 2021. Early adoption is
permitted.”
We do not
believe other recently issued but not yet effective accounting
standards, if currently adopted, would have a material effect on
the financial position, statements of operations and cash
flows.
NOTE 3 –
GOING CONCERN
The Company’s
financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of
business. The Company incurred a net loss of $26,904 (from
operations) for the nine months ended September 30, 2019 and an
accumulated deficit of $693,594. It also sustained operating losses
in prior years as well. These factors raise substantial doubt
as to its ability to remain a going concern and obtain debt and/or
equity financing and achieve profitable operations.
Management
intends to raise additional operating funds through equity and/or
debt offerings. However, there can be no assurance management will
be successful in its endeavors. Ultimately, the Company will need
to achieve profitable operations in order to continue as a going
concern.
There are no
assurances that Eason Education Kingdom Holdings, Inc. will be able
to either (1) achieve a level of revenues adequate to generate
sufficient cash flow from operations; or (2) obtain additional
financing through either private placement, public offerings and/or
bank financing necessary to support its working capital
requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing
are insufficient, the Company will have to raise additional working
capital. No assurance can be given that additional financing will
be available, or if available, will be on terms acceptable to the
Company. If adequate working capital is not available, the Company
may be required to curtail its operations.
NOTE 4 –
INCOME TAXES
Deferred taxes
are provided on an asset and liability approach whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. 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. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
2019:
|
|
Balance
|
|
|
Rate
|
|
|
Tax
|
|
Federal loss
carryforward
|
|
$ |
652,998 |
|
|
|
21 |
% |
|
$ |
137,130 |
|
Valuation
allowance
|
|
|
|
|
|
|
|
|
|
|
(137,130 |
) |
Deferred tax
asset
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
2018:
|
|
Balance
|
|
|
Rate
|
|
|
Tax
|
|
Federal loss
carryforward
|
|
$ |
626,094 |
|
|
|
21 |
% |
|
$ |
131,480 |
|
Valuation
allowance
|
|
|
|
|
|
|
|
|
|
|
(131,480 |
) |
Deferred tax
asset
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
A reconciliation
between expected and actual tax liability is presented below.
|
|
2019
|
|
|
2018
|
|
Expected
(Benefit) – Federal rate 21%
|
|
$ |
(5,650 |
) |
|
$ |
(12,765 |
) |
|
|
|
|
|
|
|
|
|
Effect of:
|
|
|
|
|
|
|
|
|
Valuation
allowance
|
|
|
5,650 |
|
|
|
12,765 |
|
Total Actual
Provision
|
|
$ |
- |
|
|
$ |
- |
|
As of September
30, 2019, the Company has provided tax losses of $652,998 (December
31, 2018: $626,094). Deferred tax asset is not provided for as the
tax losses may not be able to carry forward after a change in
substantial ownership of the Company in February 2015.
NOTE 5 –
COMMON STOCK
As of September
30, 2019 and December 31, 2018, the Company authorized two classes
of stock; 500,000,000 shares of common stock at par value of $0.001
and 175,000,000 Class A preferred stock at par value of $0.001.,
There are 310,868,500 common shares issued and outstanding as of
September 30, 2019 and December 2018. None of the Class A preferred
stock is issued. During October 2015, the Company issued
300,500,000 share of common stock for a consideration of $300,500
in cash.
NOTE 6 –
RELATED PARTY TRANSACTIONS
The Company
currently utilizes office space on a rent-free basis from a
director and shareholder, and shall do so until substantial
revenue-producing operations commence. Management deemed the
rent-free space to be of no nominal value.
As of September
30, 2019 and December 31, 2018, total notes payable to the related
parties and accrued interests amounted to $0 and $0 in the
aggregate.
As of September
30, 2019 and December 31, 2018, there were no outstanding balance
due from or due to the shareholders.
NOTE 7 – NOTE
PAYABLE
As of September
30, 2019 and December 31, 2018, there were no notes payable and no
interests incurred or accrued related to notes payable.
NOTE 8 –
RELEASE OF LIABILITIES
On February 12,
2015, Michael Vardakis (“Then Majority Shareholder”) entered into a
Stock Purchase Agreement with Kin Hon Chu (“New Majority
Shareholder”) wherein Mr. Vardakis sold 8,813,225 shares of the
Company’s common stock, representing approximately 85% of all
issued and outstanding shares to Mr. Chu. Mr. Chu paid $4,406.61 to
Michael Vardakis for this control block of shares and also directly
paid off all of the existing liabilities of the Company.
Accordingly, certain liabilities of $236,959 were released by the
creditors as a result of the change.
NOTE 9 –
SUBSEQUENT EVENTS
The Company has
evaluated the period after the balance sheet date up through the
date that the financial statements were issued, and determined that
there were no subsequent events or transactions that required
recognition or disclosure in the financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following
information should be read in conjunction with (i) the financial
statements of Eason Education Kingdom Holdings, Inc., a Nevada
corporation (the “Company”), and development-stage company, and the
notes thereto appearing elsewhere in this Form 10-Q together with
(ii) the more detailed business information and the December 31,
2018 audited financial statements and related notes included in the
Company’s Form 10-K (File No. 000-52273; the “Form 10-K”), as filed
with the Securities and Exchange Commission on March 27, 2019.
Statements in this section and elsewhere in this Form 10-Q that are
not statements of historical or current fact constitute
“forward-looking” statements
OVERVIEW
The Company was
incorporated in the State of Nevada on July 1, 1999, and
established a fiscal year end of December 31.
Going
Concern
To date the
Company has little operations or revenues and consequently has
incurred recurring losses from operations. No revenues are
anticipated until we complete the financing we endeavor to obtain,
as described in the Form 10-K, and implement our initial business
plan. The ability of the Company to continue as a going concern is
dependent on raising capital to fund our business plan and
ultimately to attain profitable operations. Accordingly, these
factors raise substantial doubt as to the Company’s ability to
continue as a going concern.
Our activities
have been financed from related-party loans and the proceeds of
share subscriptions. During October 2015, the Company raised a
total of $300,500 in cash from offerings of our common stock. We
have no outstanding loans.
The Company
plans to raise additional funds through debt or equity offerings.
There is no guarantee that the Company will be able to raise any
capital through this or any other offerings.
PLAN OF
OPERATION
We are a
development stage corporation and have not yet generated or
realized any revenues from our business. We are involved in the
child education business in China. During the 12 months following
the date of filing of this Quarterly Report on Form 10-Q, will be
focused on attempting to raise $750,000 of funds to expand our
business. We have no assurance that future financing will
materialize. If that financing is not available, we may be unable
to continue. Management believes that if we are successful in
raiding $750,000, we will be able to generate sales revenue within
the following twelve months thereof. However, if such public
financing is not available, we could fail to satisfy our future
cash requirements.. We have no assurance that future financing will
materialize. If that financing is not available we may be unable to
continue. Management believes that if subsequent private placements
are successful, we will be able to generate sales revenue within
the following twelve months thereof. However, additional equity
financing may not be available to us on acceptable terms or at all,
and thus we could fail to satisfy our future cash requirements.
If we are
unsuccessful in raising the additional proceeds through a private
placement offering we will then have to seek additional funds
through debt financing, which would be highly difficult for a new
development stage company to secure. Therefore, the Company is
highly dependent upon the success of the anticipated private
placement offering and failure thereof would result in the Company
having to seek capital from other sources such as debt financing,
which may not even be available to the Company. However, if such
financing were available, because we are a development stage
company with no operations to date, it would likely have to pay
additional costs associated with high risk loans and be subject to
an above market interest rate. At such time these funds are
required, management would evaluate the terms of such debt
financing and determine whether the business could sustain
operations and growth and manage the debt load. If we cannot raise
additional proceeds via a private placement of its common stock or
secure debt financing it would be required to cease business
operations. As a result, investors in our common stock would lose
all of their investment.
RESULTS OF
OPERATIONS
Three-Month Periods Ended September 30, 2019 and
2018
We did not
earn revenues for the three-month periods ended September 30,
2019 and 2018.
For the three-month period
ended September 30, 2019, we incurred total operating expenses
of $8,350, consisting solely of general and
administrative expenses. By comparison, for the three-month period
ended September 30, 2018, we incurred total operating expenses
of $19,450, consisting solely of general and
administrative expenses.
For the three-month period
ended September 30, 2019, we had a net loss of $(8,350). For the
three-month period ended September 30, 2018, we had a net loss
of (19,450).
Nine-Month
Periods Ended September 30, 2019 and 2018
We did not
earn revenues for the nine-month periods ended September 30,
2019 and 2018.
For the nine-month period
ended September 30, 2019, we incurred total operating expenses
of $26,904, consisting solely of general and
administrative expenses. For the nine-month period ended September
30, 2018, we incurred total operating expenses of $33,620,
consisting solely of general and administrative expenses.
For the nine-month period
ended September 30, 2019, we had a net loss of $(26,904). For the
nine-month period ended September 30, 2018, we had a net loss
of (33,620).
Our accumulated
deficit at September 30, 2019, was $693,594, and our accumulated
deficit at September 30, 2018, was $666,690.
Liquidity
and Capital Resources
At September 30,
2019, we had a cash balance of $37,624, total current assets of
$37,624, total current liabilities of approximately $7,000, and
working capital and stockholders’ equity of approximately $37,624.
We do not have sufficient cash on hand to commence our 12-month
plan of operation or to fund our ongoing operational expenses. We
will need to raise funds to commence our plan of operation and fund
our ongoing operational expenses. Additional funding will likely
come from equity financing from the sale of our common stock or
debt securities. If we are successful in completing an equity or
debt financing, existing shareholders will experience dilution of
their interest in our Company. We do not have any financing
arranged and we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our
common stock or debt securities to fund our planned activities and
ongoing operational expenses. In the absence of such financing, our
business will likely fail. There are no assurances that we will be
able to achieve further sales of our common stock or any other form
of additional financing. If we are unable to achieve the financing
necessary to continue our plan of operations, then we will not be
able to continue our operations and our business will fail.
Off-Balance
Sheet Arrangements
We had no
off-balance sheet arrangements for the thee or nine months ended
September 30, 2019.
Subsequent
Events
None through
date of this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
As a smaller
reporting company (as defined in Rule 12b-2 of the Exchange Act),
we are not required to provide the information called for by this
Item 3.
ITEM 4. CONTROLS
AND PROCEDURES.
Evaluation of
disclosure controls and procedures
Our management,
with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure
controls and procedures as defined in Rule 13a-15(e) under the
Exchange Act as of the end of the period covered by this Quarterly
Report on Form 10-Q. In designing and evaluating the disclosure
controls and procedures, our management recognized that any
controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls
and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment
in evaluating the benefits of possible controls and procedures
relative to their costs. The design of any disclosure controls and
procedures also is based in part upon certain assumptions about the
likelihood of future events and there can be no assurance that any
design will succeed in achieving its stated goals under all
potential future conditions.
Based on that
evaluation, our chief executive officer and chief financial officer
concluded that, as of September 30, 2019, our disclosure controls
and procedures were not effective to provide reasonable assurance
that information we are required to disclose in reports that we
file or submit under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in SEC
rules, regulations and forms, and (ii) that such information is
accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
Changes in
internal control over financial reporting
Our management,
with the participation of the chief executive officer and chief
financial officer, has concluded there were no significant changes
in our internal controls over financial reporting that occurred
during this quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.
PART II. OTHER
INFORMATION
ITEM 1. LEGAL
PROCEEDINGS.
The Company is
not currently subject to any legal proceedings. From time to time,
the Company may become subject to litigation or proceedings in
connection with its business, as either a plaintiff or defendant.
There are no such pending legal proceedings to which the Company is
a party that, in the opinion of management, is likely to have a
material adverse effect on the Company’s business, financial
condition or results of operations.
ITEM 1A. RISK
FACTORS
As a smaller
reporting company (as defined in Rule 12b-2 of the Exchange Act),
we are not required to provide the information called for by this
Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
None.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY
DISCLOSURES.
Not
applicable.
ITEM 5. OTHER
INFORMATION.
None.
ITEM 6. EXHIBITS.
(a) Exhibits
required by Item 601 of Regulation SK.
_____________________
(1) |
Incorporated by reference to the Registrant’s
Registration Statement on Form SB-2 (File No. 333-54002), filed
with the Securities and Exchange Commission on January 19,
2001. |
|
|
(2) |
Incorporated by reference to the Registrant’s
Definitive Information Statement on Schedule 14C (File No.
000-52273), filed with the Securities and Exchange Commission on
November 17, 2010. |
|
|
(3) |
Filed and incorporated by reference to the
Company’s Quarterly Report on Form 10-Q (File No. 000-52273), as
filed with the Securities and Exchange Commission on August 14,
2015. |
|
|
(4) |
Incorporated by reference to the Registrant’s
Annual Report on Form 10-K (File No. 000-52273), filed with the
Securities and Exchange Commission on June 24, 2016. |
|
|
|
* XBRL (Extensible Business Reporting Language)
information is furnished and not filed or a part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933, as amended, is deemed not filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and otherwise is not subject to liability under these
sections. |
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
EASON
EDUCATION KINGDOM HOLDINGS, INC.
|
|
(Name of
Registrant)
|
|
|
|
|
Date: November 8, 2019
|
By:
|
/s/ Law Wai
Fan
|
|
|
Name:
|
Law Wai Fan
|
|
|
Title:
|
Chief Executive
Officer
(principal
executive officer)
|
|
Date: November 8, 2019
|
By:
|
/s/ Cheng Kin
Ning, Kenny
|
|
|
Name:
|
Cheng Kin Ning,
Kenny
|
|
|
Title:
|
Chief Financial Officer
(principal accounting officer and principal financial officer)
|
|
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