The accompanying notes are an integral part of these audited financial statements.
The accompanying notes are an integral part of these audited financial statements.
The accompanying notes are an integral part of these audited financial statements.
The accompanying notes are an integral part of these audited financial statements.
Notes to the Audited Financial Statements
January 31, 2019
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
ANTILIA GROUP, CORP. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on September 19, 2016. We are a development stage company that plans to engage in the business of selling used automobiles in the USA and Dominican Republic. The Company’s physical address is Calle Duarte, No. 6 Sosua, Dominican Republic.
On May 31, 2018, as a result of a private transaction, the control block of voting stock of this company, represented by 2,985,000 shares of common stock, has been transferred from Ramon Perez Conception to Greenwich Holdings Limited, and a change of control of Antilia Group, Corp. (the “Company”) has occurred.
On November 1, 2018, the Company discontinued the business of selling used automobiles in the United States and Dominican Republic.
On December 3, 2018, the Company entered into a Capital Contribution Agreement (the “Agreement”) with its president and principal shareholder, Robert Qin Peng (“Peng”). Under the terms of the Agreement, Peng contributed certain assets of eVeek, LLC (“eVeek”), a developer of iOS and Android applications and games, to our company, in exchange for the issuance of an addition 8,000 shares of common stock of our company to Peng (the “Acquisition”). To determine the number of shares received by Peng in connection with such contribution, our company valued the contributed eVeek assets at $40,000 and divided this amount by a price per share equal to $5.00, which represents the most recent price per share for trades of the Company’s common stock on the Over-the-Counter Quotation system in which the Company’s common stock is quoted. In connection with the Agreement, our company assumed certain ongoing responsibilities of eVeek, including maintaining Apple and Google developer licenses.
The assets contributed to our company consist of a significant portion of the assets used in the operation of the eVeek business, with the exception of one application on eVeeks’ Google Play account and three applications on eVeeks’ iTunes account.
NOTE 2 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since Inception (September 19, 2016) resulting in an accumulated deficit from continued operations of $69,378 and retained earnings from discontinued operations of $2,400 as of January 31, 2019, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is January 31.
Reclassifications
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss).
Cash and Cash Equivalents
All of the cash is maintained with the Bank of America, one of the major financial institutions in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments with the original maturities of three months or less at the date of acquisition to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounts receivable
Accounts receivable is received typically on the 21st or 22nd of the subsequent month. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. During the year ended January 31, 2019 and January 31, 2018, the Company recognized no bad debt or allowance.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (“FIFO”) method.
During the year ended January 31, 2019, the Company sold an automobile on consignment basis with a book value of $4,320 for $4,820, with the gross profit of $500 recorded under net income from discontinued operations with the Company discontinued the business of selling used automobiles on November 1, 2018.
Depreciation, Amortization, and Capitalization
Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Computer Software 3 Years
|
|
January 31,
2019
|
|
|
January 31,
2018
|
|
Computer Software
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Less: accumulated amortization
|
|
|
(767
|
)
|
|
|
(367
|
)
|
Net property and equipment
|
|
$
|
433
|
|
|
$
|
833
|
|
During the year ended January 31, 2019 and January 31, 2018, the depreciation cost was $400 and $367, respectively.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services in accordance with ASC 606,”
Revenue Recognition
”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
Revenue related to multi-media downloads is recognized when the above criteria are met.
During the year ended January 31, 2019, the Company recognized sales revenue from mobile applications of $576.
Fair Value of Financial Instruments
ASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also 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. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1
– Quoted prices in active markets for identical assets or liabilities.
Level 2
– Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3
– Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
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 of input that is significant to the fair value measurement of the instrument.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740 “
Income Taxes
”. Pursuant to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards 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 bases. 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. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At January 31, 2019, there were no unrecognized tax benefits.
Basic and Diluted Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
No potentially dilutive debt or equity instruments were issued or outstanding during the years ended January 31, 2019 and 2018.
Currencies
The Company’s reporting and functional currencies are both the U.S. dollar. Foreign currency transaction gains and losses are included in other income (expense).
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
NOTE 4 – ADVANCE FROM DIRECTOR
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Since September 19, 2016 (Inception) through January 31, 2019, the Company’s sole officer and director loaned the Company $31,538 to pay for incorporation costs and operating expenses. As of January 31, 2019, the amount outstanding was $31,538. The loan is non-interest bearing, due upon demand and unsecured.
On December 3, 2018, the Company acquired receivable from related party from the collection of accounts receivable on the multi-media downloads of $56,164. As of January 31, 2019 and January 31, 2018, the Company recorded receivable – related party of $56,164 and $0, respectively.
NOTE 5 – COMMON STOCK
The Company has 75,000,000 authorized common shares at $0.001 par value.
Year Ended January 31, 2018
For the year ended January 31, 2018, the Company issued 1,305,000 shares of its common stock at $0.02 per share for total proceeds of $26,100.
As of January 31, 2019 and January 31, 2018, the issued and outstanding common stock are 4,290,000 and 4,290,000, respectively.
NOTE 6 – ACQUISITIONS OF NET ASSETS
On December 3, 2018, the Company authorized the issuance of 8,000 shares of its common stock at $40,000 to acquire the net assets from eVeek, LLC summarized as follows:
Net Assets Acquisition
|
|
|
|
Accounts receivable
|
|
$
|
480
|
|
Receivable - related party
|
|
|
56,164
|
|
Accounts payable and accrued liabilities
|
|
|
(1,673
|
)
|
|
|
$
|
54,972
|
|
NOTE 7 – DISCONTINUED OPERATIONS
On November 1, 2018, the Company discontinued the business of selling used automobiles in the United States and Dominican Republic.
The net income and loss from the discontinued operations in the financial statements reflected the operation results from the mobile operations.
|
|
Year Ended
|
|
|
|
January 31,
|
|
|
|
2019
|
|
|
2018
|
|
Revenues
|
|
$
|
4,820
|
|
|
$
|
1,900
|
|
Cost of Goods Sold
|
|
|
4,320
|
|
|
|
-
|
|
Gross Profit
|
|
|
500
|
|
|
|
1,900
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net Income from Discontinued Operations
|
|
$
|
500
|
|
|
$
|
1,900
|
|
NOTE 8 – INCOME TAXES
The Company provides for income taxes under ASC 740, “
Income Taxes.”
Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “
Act
”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the year ended January 31, 2019. The Company’s financial statements for the year ended January 31, 2019 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of January 31, 2019 and January 31, 2018, are as follows:
|
|
January 31,
|
|
|
January 31,
|
|
|
|
2019
|
|
|
2018
|
|
Net operating loss carryforward
|
|
$
|
(66,978
|
)
|
|
$
|
(36,713
|
)
|
Effective tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
Deferred tax asset
|
|
|
(14,065
|
)
|
|
|
(7,710
|
)
|
Less: Valuation allowance
|
|
|
14,065
|
|
|
|
7,710
|
|
Net deferred asset
|
|
$
|
-
|
|
|
$
|
-
|
|
As of January 31, 2019, utilization of the NOL carry forwards, which will begin to expire between 2037 and 2039, of $66,978 for federal income tax reporting purposes, may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “
Code
”). These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders.
Tax returns for the years ended 2017 through 2019 are subject to review by the tax authorities.
NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure, other than stated below.