NOTES
TO CONSOLIDATED FINANCIAL STATEMENT
MARCH
31, 2017
Note
1 – Nature of business and basis of presentation
Malaysia
Pro-Guardians Security Management Corporation, formerly known as “Alliance Petroleum Corporation” (the “Company”)
was incorporated on September 17, 2010, under the laws of the State of Nevada.
On January
14, 2013, Alliance changed its name to Malaysia Pro-Guardians Security Management Corporation (the “Company”). The
Company engages in Security service.
On August 13,
2014, the Company formed Proguard Management Services Malaysia SDN. BHD ("PMSM"), a wholly-owned subsidiary under the
laws of Malaysia. PMSM engaged in the security management service including security management implementation plan, professional
training consultation and technical consultation.
Note 2 - Significant
and Critical Accounting Policies and Practices
The
Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness
of accounting policies and their application. Critical accounting policies and practices are those that are both most important
to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective,
or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted
accounting principles.
Basis of
Presentation
The
Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purpose. These financial
statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting
principles.
Use of
Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting
period(s).
Critical
accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and
judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact
of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates
and assumptions affecting the financial statements were:
|
(i)
|
Assumption
as a going concern
:
Management
assumes that the Company will continue as a going concern, which contemplates continuity
of operations, realization of assets, and liquidation of liabilities in the normal course
of business
.
|
|
(ii)
|
Allowance
for doubtful accounts
:
Management’s
estimate of the allowance for doubtful accounts
is based on historical sales, historical loss levels, and an analysis of the collectability
of individual accounts;
and general economic conditions that may affect a client’s
ability to pay
. The Company evaluated the key factors
and assumptions used to develop the allowance in determining that it is reasonable in
relation to the financial statements taken as a whole.
|
|
(iii)
|
Valuation
allowance for deferred tax assets
:
Management
assumes that the realization of the Company’s net deferred tax assets resulting
from its net operating loss (“NOL”) carry–forwards for Federal income
tax purposes that may be offset against future taxable income was not considered more
likely than not and accordingly, the potential tax benefits of the net loss carry-forwards
are offset by a full valuation allowance. Management made this assumption based on (a)
the Company has incurred recurring losses, (b) general economic conditions, and (c) its
ability to raise additional funds to support its daily operations by way of a public
or private offering, among other factors.
|
These significant
accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates
or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases
its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources.
Management regularly
evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in
facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those
estimates are adjusted accordingly.
Actual results
could differ from those estimates.
Principles
of Consolidation
The Company applies
the guidance of Topic 810
“Consolidation”
of the FASB Accounting Standards Codification to determine whether
and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities
in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with
the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be
temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant
to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest,
and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding
voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser
percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates
all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.
The Company's
consolidated subsidiaries and/or entities are as follows:
Name
of consolidated subsidiary or entity
|
State
or other jurisdiction of incorporation or organization
|
Date of incorporation
or formation
(date of acquisition,
if applicable)
|
Attributable
interest
|
|
|
|
|
Proguard Management Services Malaysia SDN. BHD
|
Kuala
Lumpur, Malaysia
|
August
13, 2014
|
100%
|
The consolidated
financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of the reporting
period ending date(s) and for the reporting period(s).
All inter-company
balances and transactions have been eliminated.
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 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 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 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 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, accounts receivable, accounts payable, accrued
expenses and other current liabilities 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.
Accounts
Receivable and Allowance for Doubtful Accounts
Pursuant to FASB
ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall
be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts..
The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant
to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions
are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section
855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The
amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in
relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular
receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability
and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s
current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful
accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s
ability to pay. Bad debt expense is included in general and administrative expenses, if any.
Pursuant to FASB
ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part
of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged
off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged
off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means
of collection have been exhausted and the potential for recovery is considered remote.
Related
Parties
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 (“Affiliate” means, with respect to any specified Person,
any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common
control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) 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 profit-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. amounts 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.
Commitment
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
potential 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.
Revenue
Recognition
The Company follows
paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when
it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Deferred
Tax Assets and Income Tax Provision
The Company accounts
for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets
are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted
section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 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 Section 740-10-25, 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. Section 740-10-25
also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods
and requires increased disclosures.
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.
Tax
years that remain subject to examination by major tax jurisdictions
The Company discloses
tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.
Earnings
per Share
Earnings per
share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used
to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards
Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available
to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the
period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred
stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned)
from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation
of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect
the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options
or warrants.
Pursuant to ASC
Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise
price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents)
issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions
of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of
options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions
(see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options,
shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed
at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The
proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See
paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares
assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.
There were no
contingent shares issuance arrangement, stock options or warrants which could have potentially dilutive effect for the reporting
period ended March 31, 2017 or 2016.
Cash Flows
Reporting
The Company adopted
paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and
uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting
Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals
of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating
cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current
exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported
as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides
information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph
830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent
Events
The Company follows
the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company
will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the
FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely
distributed to users, such as through filing them on EDGAR.
Recently
Issued Accounting Pronouncements
In May 2014,
the FASB issued the FASB Accounting Standards Update No. 2014-09 “
Revenue from Contracts with Customers (Topic 606)”
(“ASU 2014-09”).
This guidance
amends the existing FASB Accounting Standards Codification, creating a new Topic 606,
Revenue from Contracts with Customer.
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services.
To achieve that
core principle, an entity should apply the following steps:
-
Identify the contract(s) with the customer
-
Identify the performance obligations
in the contract
-
Determine the transaction price
-
Allocate the transaction price to the
performance obligations in the contract
-
Recognize revenue when (or as) the entity
satisfies a performance obligations
The ASU also
provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount,
timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative
information is required about the following:
-
Contracts with customers
–
including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance
obligations (including the transaction price allocated to the remaining performance obligations)
-
Significant judgments and changes
in judgments
– determining the timing of satisfaction of performance obligations (over time or at a point in time),
and determining the transaction price and amounts allocated to performance obligations
-
Assets recognized from the costs to
obtain or fulfill a contract.
ASU 2014-09 is
effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for
all public entities. Early application is not permitted.
In June 2014,
the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements,
Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.
The amendments
in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification,
thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S.
GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information
in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development
stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose
in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development
stage.
The amendments
also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned
principal operations.
Finally, the
amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition
in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the
legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing
documents and contractual arrangements allow additional equity investments.
The amendments
in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining
whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments
to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve
the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance
by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and
disclosure requirements for a reporting entity that has an interest in an entity in the development stage.
The amendments
related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should
be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business
entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.
Early application
of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial
statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption,
entities will no longer present or disclose any information required by Topic 915.
In June 2014,
the FASB issued the FASB Accounting Standards Update No. 2014-12 “
Compensation—Stock Compensation (Topic 718)
:
Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the
Requisite Service Period” (“ASU 2014-12”).
The amendments
clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target
could be achieved after the requisite service period. The Update requires that a performance target that affects vesting
and that could be achieved after the requisite service period be treated as a performance condition. The performance target should
not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in
which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable
to the period(s) for which the requisite service has already been rendered.
The amendments
in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015.
Earlier adoption is permitted.
In August 2014,
the FASB issued the FASB Accounting Standards Update No. 2014-15
“Presentation of Financial Statements—Going Concern
(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).
In connection
with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate
whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability
to continue as a going concern within one year after the date that the
financial statements are issued
(or within one year
after the date that the
financial statements are available to be issued
when applicable). Management’s evaluation
should be based on relevant conditions and events that are known and reasonably knowable at the date that the
financial statements
are issued
(or at the date that the
financial statements are available to be issued
when applicable). Substantial doubt
about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate,
indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the
date that the financial statements are issued (or available to be issued). The term
probable
is used consistently with
its use in Topic 450, Contingencies.
When management
identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management
should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial
doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that
the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events
that raise substantial doubt about the entity’s ability to continue as a going concern.
If conditions
or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is
alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users
of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):
|
a.
|
Principal
conditions or events that raised substantial doubt about the entity’s ability to
continue as a going concern (before consideration of management’s plans)
|
|
b.
|
Management’s
evaluation of the significance of those conditions or events in relation to the entity’s
ability to meet its obligations
|
|
c.
|
Management’s
plans that alleviated substantial doubt about the entity’s ability to continue
as a going concern.
|
If conditions
or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not
alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that
there is
substantial doubt about the entity’s ability to continue as a going concern
within one year after the date
that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that
enables users of the financial statements to understand all of the following:
|
a.
|
Principal
conditions or events that raise substantial doubt about the entity’s ability to
continue as a going concern
|
|
b.
|
Management’s
evaluation of the significance of those conditions or events in relation to the entity’s
ability to meet its obligations
|
|
c.
|
Management’s
plans that are intended to mitigate the conditions or events that raise substantial doubt
about the entity’s ability to continue as a going concern.
|
The amendments
in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods
thereafter. Early application is permitted.
Management does
not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect
on the accompanying financial statements.
Note 3 –
Going Concern
The Company has
elected to adopt early application of Accounting Standards Update No. 2014-15,
“Presentation of Financial Statements—Going
Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU
2014-15”)
.
The Company's
consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity
of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected
in the consolidated financial statements, the Company had an accumulated deficit at March 31, 2017, a net loss and net cash used
in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability
to continue as a going concern.
The Company is
attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient
to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate
sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the
Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient
revenue and its ability to raise additional funds by way of a public or private offering.
The financial
statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note
4 – Related Party Transactions(Restated)
Related
Parties
Related parties
with whom the Company had transactions are:
Related
Parties
|
|
Relationship
|
|
|
|
Mr. Chin Yung
Kong
|
|
Chairman, CEO, significant stockholder
and director
before March 8, 2015
|
None transactions
between related parties happened during the three months ended March 31,2017.
The Company returned
net $319 to Mr. Chin Yung Kong during the three months ended March 31, 2016.
Free Office
Space
The Company has
been provided office space by its Chief Executive Officer at no cost. Management determined that such cost is nominal and did
not recognize the rent expense in its financial statement.
Note
5 – Subsequent Events
The
Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements
that warrant disclosure or recognition in the financial statements.
FORWARD
LOOKING STATEMENTS
Statements made
in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe
harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange
Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect,"
"believe," "anticipate," "estimate," "approximate" or "continue," or the negative
thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution
readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking
statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject
to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially
from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently
to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.