SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 000-55563
UNITY GLOBAL HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
JACKSON HILL ACQUISITION CORPORATION
(Former name of registrant as specified in its charter)
| Delaware | 81-1014217 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
Room 1217, North Tower, Concordia Plaza
No. 1 Science Museum Road
TsimShaTsui East
Kowloon, Hong Kong
(Address of principal executive offices) (zip code)
(86) 139-2742-9282
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (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 ☒ No ☐
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.
| Large accelerated filer ☐ | Accelerated Filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| (do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.
| Class | Outstanding at November 21, 2016 | |
| Common Stock, par value $0.0001 | 205,000,000 | |
| Documents incorporated by reference: | None |
FINANCIAL STATEMENTS
| Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015 | 1 |
| Statements of Operations for the Three and Nine Months Ended September 30, 2016 (unaudited) | 2 |
| Statement of Cash Flows for the Nine Months Ended September 30, 2016 (unaudited) | 3 |
| Notes to Financial Statements (unaudited) | 4-8 |
UNITY GLOBAL HOLDINGS LTD.
BALANCE SHEETS
| September 30, 2016 | December 31, 2015 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | - | $ | - | ||||
| Total Assets | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accrued liabilities | $ | 1,500 | $ | 1,000 | ||||
| Total Liabilities | 1,500 | 1,000 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding September 30, 2016 | - | - | ||||||
| Common Stock, $0.0001 par value, 500,000,000 shares authorized; 205,000,000 shares and 20,000,000 shares issued and outstanding September 30, 2016 and December 31, 2015 | 20,500 | 2,000 | ||||||
| Discount on Common Stock | (20,500 | ) | (2,000 | ) | ||||
| Additional paid-in capital | 4,550 | 312 | ||||||
| Accumulated deficit | (6,050) | (1,312) | ||||||
| Total Stockholders’ Deficit | (1,500) | (1,000) | ||||||
| Total Liabilities and Stockholders’ Deficit | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited financial statements.
| 1 |
UNITY GLOBAL HOLDINGS LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the three months ended September 30, |
For the nine months ended September 30, | |||||||
| 2016 | 2016 | |||||||
| Revenue | $ | - | $ | - | ||||
| Cost of Revenues | - | - | ||||||
| Gross Profit | - | - | ||||||
| Operating expenses | 1,500 | 4,738 | ||||||
| Operating Loss | (1,500) | (4,738) | ||||||
| Loss before income taxes | (1,500) | (4,738) | ||||||
| Income Tax Expense | - | - | ||||||
| Net loss | $ | (1,500) | $ | (4,738) | ||||
| Loss per share - basic and diluted | $ | 0.00 | $ | (0.00 | ) | |||
| Weighted average shares - basic and diluted | 205,000,000 | 82,062,044 | ||||||
The
accompanying notes are an integral part of these unaudited financial statements. UNITY
GLOBAL HOLDINGS LTD. STATEMENT
OF CASH FLOWS (UNAUDITED) 4,238 The
accompanying notes are an integral part of these unaudited financial statements. UNITY
GLOBAL HOLDINGS LTD. Notes
to Unaudited Condensed Financial Statements NOTE
1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE
OF OPERATIONS Unity
Global Holdings Ltd. (formerly Jackson Hill Acquisition Corporation) (the “Company”) was incorporated on December
11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the developmental stage since inception. The Company will attempt to
locate and negotiate with a business entity for the combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. On June 1, 2016 the Company amended
its certificate of incorporation to increase the authorized number of shares of common stock to 500,000,000. On
June 29, 2016 the Company effected a change in control by the following actions: The
Company redeemed an aggregate of 15,000,000 shares of the 20,000,000 outstanding of common stock, pro rata, from the then two
shareholders. James Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the
Company’s vice president and director. Chin Kha Foo was named the sole officer and director of the Company. Subsequent
to the change in control, the Company anticipates that it will develop, through acquisition of a private company or development
of its business plan, as a company focusing real estate investments in the United States, e-commerce including sales of fine jewelry,
educational materials, and healthy life style foods and technologies. In
most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company
will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange
Act of 1934. BASIS
OF PRESENTATION The
summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited
condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of
the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have
been consistently applied in preparing the accompanying unaudited condensed financial statements. Certain information and footnote
disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for
the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December
31, 2016. USE
OF ESTIMATES The
preparation of unaudited condensed financial statements in conformity with GAAP 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 condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates. CASH Cash
and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments
with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2016. CONCENTRATION
OF RISK Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places
its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of September 30, 2016. INCOME
TAXES Under
ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. 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. Valuation allowances are established when
it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016 there were
no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. LOSS
PER COMMON SHARE Basic
loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared
in the loss of the entity. As of September 30, 2016, there are no outstanding dilutive securities. FAIR
VALUE OF FINANCIAL INSTRUMENTS The
Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed financial statements
on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that
are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of
the fair value hierarchy are as follows: Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability
to access at the measurement date. Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly. Level
3 inputs are unobservable inputs for the asset or liability. The
carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. RECENT
ACCOUNTING PRONOUNCEMENTS On
November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce
complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify,
evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while
maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an
entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of
financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred
tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this
Update apply to all entities that present a classified statement of financial position. The current requirement that deferred
tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by
the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements
issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application
is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process
of evaluating future impact of adopting this standard. Management believes that the impact of this ASU to the Company’s
financial statements would be insignificant. In
August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts
and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement
of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or
Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates
That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made
after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned
Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees;
(8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance
Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should
be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively
for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The
Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In
October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”,
which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when
the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating
the impact of adopting ASU 2016-16 on its consolidated financial statements. In
October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under
Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate
a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change
the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting
entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related
parties that are under common control with the reporting entity. The amendments are effective for public business entities for
fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted.
The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. NOTE
2 - GOING CONCERN The Company has not yet generated
any revenue since inception to date and has sustained operating loss of $4,738 for the nine months ended September 30, 2016.
The Company had a working capital deficit of $1,500 and an accumulated deficit of $6,050 as of September 30, 2016. The
Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations
to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The
accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern;
however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed financial
statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In
order to maintain its current level of operations, the Company will require additional working capital from either cash flow from
operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase
of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its
current level of operations. NOTE
3 - ACCRUED LIABILITIES As
of September 30, 2016, the Company had an accrued professional fee of $1,500. NOTE
4 - STOCKHOLDERS’ DEFICIT On
December 11, 2015 the Company issued 20,000,000 founders common stock to two directors and officers. The Company is authorized
to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock. Of 20,000,000 shares issued, 15,000,000
were redeemed on June 29, 2016. As part of a change of control, the Company issued 200,000,000 shares of its common stock on June
30, 2016. As
of September 30, 2016, 205,000,000 shares of common stock and no preferred stock were issued and outstanding. NOTE
5 - SUBSEQUENT EVENT Management
has evaluated subsequent events through November 21, 2016, the date which the financial statements were available to be issued.
All subsequent events requiring recognition as of September 30, 2016 have been incorporated into these financial statements and
there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unity
Global Holdings Inc. (formerly “Jackson Hill Acquisition Corporation”) was incorporated on December 11, 2015 under
the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions. Unity Global Holdings Inc. (“Unity” or the “Company”) is a blank check company and qualifies
as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April, 2012. On
June 1, 2016, the shareholders of the Company and the Board of Directors unanimously approved an amendment to the Company’s
certificate of incorporation increasing the authorized number of shares of common stock from 100,000,000 to 500,000,000. The authorized
number of non-designated preferred stock remained unchanged at 20,000,000. On
June 29, 2016 the Company effected a change in control by the following actions: the Company redeemed an aggregate of 15,000,000
shares of the 20,000,000 outstanding of common stock, pro rata, from the then two shareholders. James Cassidy resigned as the
Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director. Chin
Kha Foo was named the sole officer and director of the Company. On
June 30, 2016, the Company issued 200,000,000 shares of its common stock to Chin Kha Foo. As
part of the change in control, the Company changed its name to Unity Global Holdings Ltd. The
Company has no operations nor does it currently engage in any business activities generating revenues. The Company anticipates
that it will develop, through acquisition of a private company or the development of its own business plan, to be involved in
real estate investments in the United States, e-commerce including sales of fine jewelry, educational materials, and healthy life
style foods and technologies. A
combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances
the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that the Company will be successful in locating or negotiating with any target company. As of September 30, 2016 the Company
had not generated revenues and had no income or cash flows from operations since inception. The Company had sustained net loss
of $4,738 and an accumulated deficit of $6,050 for the nine months ended and as of September 30, 2016, respectively. The
Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue
as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent
upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to
successfully locate and negotiate with a business entity for the combination of that target company with Premier Hopkins. Former management will pay all expenses
incurred by the Company until the change in control is effected. There is no expectation of repayment for such expenses. ITEM
3. Quantitative and Qualitative Disclosures About Market Risk. Information
not required to be filed by Smaller reporting companies. ITEM
4. Controls and Procedures. Disclosures
and Procedures Pursuant
to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of
the end of the period covered by this report under the supervision and with the participation of the Company’s
principal executive officer (who is also the principal financial officer). Based
upon that evaluation, he believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports
is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s
management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure. This
Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only
management’s report in this Quarterly Report. Changes
in Internal Controls There
was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation
that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting. PART
II — OTHER INFORMATION ITEM
1. LEGAL PROCEEDINGS There
are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it. ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During
the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 at
par as follows: On
December 11, 2015 the Company issued the following shares of its common stock: ITEM
3. DEFAULTS UPON SENIOR SECURITIES Not
applicable. ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not
applicable. ITEM
5. OTHER INFORMATION During
the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend
nominees to the Board of Directors. ITEM
6. EXHIBITS 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. 12 2
For the nine months ended
September 30,
2016
OPERATING ACTIVITIES
Net Loss
$ (4,738 )
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed as capital
Changes in Operating Assets and Liabilities:
Accrued liability
500
Net cash provided by(used in) operating activities
-
Net increase in cash
$ -
Cash, beginning of period
-
Cash, end of period
$ -
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax
$ -
Interest
$ - 3 4 5 6 7 8 9 10
Name
Number
of Shares
James
Cassidy
10,000,000
7,500,000
redeemed June 29, 2016
James
McKillop
10,000,000
7,500,000
redeemed June 29, 2016
June
30, 2016:
Chin
Kha Foo
200,000,000
(a)
Not
applicable.
(b)
Item
407(c)(3) of Regulation S-K:
(a)
Exhibits
31
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 11
Dated:
November 21, 2016
By:
/s/
Chin Kha Foo
President,
Chief Financial Officer
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302
I, Chin Kha Foo, certify that:
1. I have reviewed this Form 10-Q of Unity Global Holdings, Ltd.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 21, 2016 | /s/ Chin Kha Foo |
| Chief Executive Officer and Chief Financial Officer |
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned officer of Unity Global Holdings, Ltd. (the “Company”), hereby certify to my knowledge that:
The Report on Form 10-Q for the period ended September 30, 2016 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: November 21, 2016 | /s/ Chin Kha Foo |
| Chief Executive Officer and Chief Financial Officer |
Document and Entity Information - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2016 |
Nov. 21, 2016 |
|
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | UNITY GLOBAL HOLDINGS LTD. | |
| Entity Central Index Key | 0001662669 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Document Type | 10-Q | |
| Document Period End Date | Sep. 30, 2016 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2016 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 205,000,000 |
Balance Sheets - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Current Assets | ||
| Cash and cash equivalents | ||
| Total Assets | ||
| Current Liabilities | ||
| Accrued liabilities | 1,500 | 1,000 |
| Total Liabilities | 1,500 | 1,000 |
| Stockholders' Deficit | ||
| Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding September 30, 2016 | ||
| Common Stock, $0.0001 par value, 500,000,000 shares authorized; 205,000,000 shares and 20,000,000 shares issued and outstanding September 30, 2016 and December 31, 2015 | 20,500 | 2,000 |
| Discount on Common Stock | (20,500) | (2,000) |
| Additional paid-in capital | 4,550 | 312 |
| Accumulated deficit | (6,050) | (1,312) |
| Total Stockholders' Deficit | (1,500) | (1,000) |
| Total Liabilities and Stockholders' Deficit |
Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, authorized | 20,000,000 | 20,000,000 |
| Preferred stock, issued | ||
| Preferred stock, outstanding | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, authorized | 500,000,000 | 500,000,000 |
| Common stock, issued | 205,000,000 | 20,000,000 |
| Common Stock, Outstanding | 205,000,000 | 20,000,000 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended |
|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2016 |
|
| Income Statement [Abstract] | ||
| Revenue | ||
| Cost of Revenues | ||
| Gross Profit | ||
| Operating expenses | 1,500 | 4,738 |
| Operating Loss | (1,500) | (4,738) |
| Loss before income taxes | (1,500) | (4,738) |
| Income Tax Expense | ||
| Net loss | $ (1,500) | $ (4,738) |
| Loss per share - basic and diluted | $ 0.00 | $ 0.00 |
| Weighted average shares - basic and diluted | 205,000,000 | 82,062,044 |
Statement of Cash Flows (Unaudited) |
9 Months Ended |
|---|---|
|
Sep. 30, 2016
USD ($)
| |
| OPERATING ACTIVITIES | |
| Net Loss | $ (4,738) |
| Non-cash adjustments to reconcile net loss to net cash: | |
| Expenses paid for by stockholder and contributed as capital | 4,238 |
| Changes in Operating Assets and Liabilities: | |
| Accrued liability | 500 |
| Net cash provided by(used in) operating activities | |
| Net increase in cash | |
| Cash, beginning of period | |
| Cash, end of period | |
| Cash paid during the period for: | |
| Income tax | |
| Interest |
Nature of Operations and Summary of Significant Accounting Policies |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Nature of Operations and Summary of Significant Accounting Policies [Abstract] | |
| NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Unity Global Holdings Ltd. (formerly Jackson Hill Acquisition Corporation) (the “Company”) was incorporated on December 11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
On June 1, 2016 the Company amended its certificate of incorporation to increase the authorized number of shares of common stock to 500,000,000.
On June 29, 2016 the Company effected a change in control by the following actions:
The Company redeemed an aggregate of 15,000,000 shares of the 20,000,000 outstanding of common stock, pro rata, from the then two shareholders. James Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director. Chin Kha Foo was named the sole officer and director of the Company.
Subsequent to the change in control, the Company anticipates that it will develop, through acquisition of a private company or development of its business plan, as a company focusing real estate investments in the United States, e-commerce including sales of fine jewelry, educational materials, and healthy life style foods and technologies.
In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity with GAAP 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 condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2016.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2016.
INCOME TAXES
Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2016, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard. Management believes that the impact of this ASU to the Company’s financial statements would be insignificant.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
Going Concern |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Going Concern [Abstract] | |
| GOING CONCERN | NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained operating loss of $4,738 for the nine months ended September 30, 2016. The Company had a working capital deficit of $1,500 and an accumulated deficit of $6,050 as of September 30, 2016. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. |
Accrued Liabilities |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Accrued Liabilities [Abstract] | |
| ACCRUED LIABILITIES | NOTE 3 - ACCRUED LIABILITIES
As of September 30, 2016, the Company had an accrued professional fee of $1,500. |
Stockholders' Deficit |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Stockholders' Deficit [Abstract] | |
| STOCKHOLDERS' DEFICIT | NOTE 4 - STOCKHOLDERS’ DEFICIT
On December 11, 2015 the Company issued 20,000,000 founders common stock to two directors and officers. The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock. Of 20,000,000 shares issued, 15,000,000 were redeemed on June 29, 2016. As part of a change of control, the Company issued 200,000,000 shares of its common stock on June 30, 2016.
As of September 30, 2016, 205,000,000 shares of common stock and no preferred stock were issued and outstanding. |
Subsequent Event |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Subsequent Event [Abstract] | |
| SUBSEQUENT EVENT | NOTE 5 - SUBSEQUENT EVENT
Management has evaluated subsequent events through November 21, 2016, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2016 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” |
Nature of Operations and Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Nature of Operations and Summary of Significant Accounting Policies [Abstract] | |
| NATURE OF OPERATIONS | NATURE OF OPERATIONS
Unity Global Holdings Ltd. (formerly Jackson Hill Acquisition Corporation) (the “Company”) was incorporated on December 11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
On June 1, 2016 the Company amended its certificate of incorporation to increase the authorized number of shares of common stock to 500,000,000.
On June 29, 2016 the Company effected a change in control by the following actions:
The Company redeemed an aggregate of 15,000,000 shares of the 20,000,000 outstanding of common stock, pro rata, from the then two shareholders. James Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director. Chin Kha Foo was named the sole officer and director of the Company.
Subsequent to the change in control, the Company anticipates that it will develop, through acquisition of a private company or development of its business plan, as a company focusing real estate investments in the United States, e-commerce including sales of fine jewelry, educational materials, and healthy life style foods and technologies.
In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. |
| BASIS OF PRESENTATION | BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. |
| USE OF ESTIMATES | USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity with GAAP 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 condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
| CASH | CASH
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2016. |
| CONCENTRATION OF RISK | CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2016. |
| INCOME TAXES | INCOME TAXES
Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
| LOSS PER COMMON SHARE | LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2016, there are no outstanding dilutive securities. |
| FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. |
| RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard. Management believes that the impact of this ASU to the Company’s financial statements would be insignificant.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
Nature of Operations and Summary of Significant Accounting Policies (Details) - shares |
1 Months Ended | |||
|---|---|---|---|---|
Jun. 29, 2016 |
Sep. 30, 2016 |
Jun. 01, 2016 |
Dec. 31, 2015 |
|
| Nature of Operations and Summary of Significant Accounting Policies [Abstract] | ||||
| Authorize the number of shares of common stock | 500,000,000 | 500,000,000 | 500,000,000 | |
| Aggregate shares of redeemed | 15,000,000 | |||
| Outstanding of common stock | 205,000,000 | 20,000,000 | 20,000,000 |
Going Concern (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |
|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2016 |
Dec. 31, 2015 |
|
| Going Concern [Abstract] | |||
| Operating loss | $ (1,500) | $ (4,738) | |
| Accumulated deficit | (6,050) | (6,050) | $ (1,312) |
| Working capital deficit | $ 1,500 | $ 1,500 |
Accrued Liabilities (Details) |
Sep. 30, 2016
USD ($)
|
|---|---|
| Accrued Liabilities [Abstract] | |
| Accrued professional fee | $ 1,500 |
Stockholders' Deficit (Details) - USD ($) |
1 Months Ended | |||||
|---|---|---|---|---|---|---|
Dec. 11, 2015 |
Jun. 30, 2016 |
Jun. 29, 2016 |
Sep. 30, 2016 |
Jun. 01, 2016 |
Dec. 31, 2015 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
| Common stock, issued | 205,000,000 | 20,000,000 | ||||
| Common Stock, Outstanding | 205,000,000 | 20,000,000 | 20,000,000 | |||
| Preferred stock, issued | ||||||
| Preferred stock, outstanding | ||||||
| Aggregate shares of redeemed | 15,000,000 | |||||
| Preferred stock, authorized | 20,000,000 | 20,000,000 | ||||
| Shares of common stock | 200,000,000 | |||||
| Two Directors [Member] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Founders value of common stock | $ 20,000,000 | |||||
| Officer [Member] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Founders value of common stock | $ 20,000,000 | |||||