Notes
to Financial Statements
December
31, 2017
NOTE
1: NATURE OF OPERATIONS AND GOING CONCERN
Nature
of Operations
As
used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”,
“we”, and “ANVIA” shall mean Anvia Holdings Corporation, a Delaware corporation.
Anvia
Holdings Corporation (formerly Dove Street Acquisition Corporation) was incorporated on July 22, 2016 under the laws of the state
of Delaware. The Company is engaged in the development and commercialization of web-based technology, the “Anvia Loyalty”
and “Anvia Learning” mobile applications, and other intellectual property (collectively the “Anvia Technology”),
as evidenced by the introduction of the Anvia Technology into the stream of commerce, and the Company’s commercial relationships
with third parties.
On
January 10, 2017, the Company effected a change of control by cancelling an aggregate of 19,500,000 shares of common stock of
existing shareholders (the “Former Shareholders”), issuing 5,000,000 shares of common stock to its sole officer and
director; electing new officer and director and accepting the resignations of its then existing officers and directors. In connection
with the change of control, the sole shareholder of the Company and its board of directors unanimously approved the change of
the Company’s name from Dove Street Acquisition Corporation to Anvia Holdings Corporation. On November 20, 2017, the Company
cancelled the remaining 500,000 shares of common stock issued to the Former Shareholders (Note 8).
Going
Concern
The
Company’s financial statements are prepared using generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has faced significant liquidity shortages as shown in the accompanying financial statements. The
Company has generated minimal revenues and has sustained operating losses since July 22, 2016 (Inception Date) to date and allow
it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial
support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment
of profitable operations. The Company incurred a net loss of $65,953 for the year ended December 31, 2017, used net cash flows
in operating activities of $102,855, has a working capital of $61,270, and has an accumulated deficit of $73,515 as of December
31, 2017. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going
concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial
statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern.
Although
the Company has had difficulty in obtaining working lines of credit from financial institutions and trade credit from vendors,
management has been able to raise capital from private placements and further expand the Company’s operations geographically
to continue its growth. During 2017, the Company sold 14,003,367 shares of its common stock to accredited investors and received
net cash proceeds of $160,552. Given the liquidity and credit constraints in the markets, the business may suffer should the credit
markets not improve in the near future. The direct impact of these conditions is not fully known. However, there can be no assurance
that the Company would be able to secure additional funds if needed, and that if such funds were available on commercially reasonable
terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such case, the reduction
in operating expenses might need to be substantial in order for the Company to generate positive cash flows to sustain the operations
of the Company.
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
(U.S. 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 financial statements and the reported amounts of revenues and
expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts
receivables, valuation of long-lived assets, accounts payable and accrued liabilities. The Company bases its estimates and assumptions
on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs
and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially
and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2017 and 2016, respectively.
Accounts
Receivable
Accounts
receivable represent revenues earned from vocational training and education programs provided for the construction tradesmen to
its customers for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and
stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance
for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. The
Company has recorded accounts receivable of $81,000 and $0 as of December 31, 2017 and 2016, respectively.
Property
and Equipment
Property
and equipment consist of computer software, which is recorded at cost, and amortized on a straight-line basis over its estimated
useful life of five (5) years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs
and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in
the operating results in the period the event takes place.
Long-lived
Assets
In
accordance with Accounting Standards Codification “ASC” 360, “
Property, Plant, and Equipment
”
, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances
indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or
legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be
sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the
carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the
eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of
the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash
flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded
during the years ended December 31, 2017 and 2016, respectively.
Fair
value of Financial Instruments and Fair Value Measurements
ASC
820, “
Fair Value Measurements and Disclosures”,
requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the
level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization
within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC
820 prioritizes the inputs into three levels that may be used to measure fair value:
Level
1
Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2
Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant
inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability
has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level
3
Level
3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to
the measurement of the fair value of the assets or liabilities.
The
Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities,
and advances payable to affiliates. Pursuant to ASC 820, “
Fair Value Measurements and Disclosures”
and ASC
825, “
Financial Instruments”
, the fair value of our cash equivalents is determined based on “Level
1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded
values of all the other financial instruments approximate their current fair values because of their nature and respective maturity
dates or durations.
The
following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2017 on a recurring
basis:
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
None
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The
following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2016 on a recurring
basis:
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
None
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Revenue
Recognition
The
Company provides vocational training and education for construction tradesman that need qualifications for roofing, plumbing,
home renovation, electrical and carpentry. The Company’s training packages vary in price according to the different types
of vocational training and education programs purchased by the customers. The Company recognizes revenue upon the completion of
the vocational training courses and education programs offered to its customers. The Company recognizes as revenue any deposits
previously received, as they are non-refundable upon commencement of the vocational training courses.
The
Company’s revenue recognition policy is based on the revenue recognition criteria established in accordance with Accounting
Standards Codification (ASC) 605. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence
of an arrangement - the Company and the customer enters into a signed contract; (2) delivery has occurred - as noted above, upon
the commencement of the training course, the deposit is non-refundable per the terms of the signed contract and upon completion
of the course, the Company has provided all services to be delivered to the customer under the contract; (3) the price is fixed
and determinable - the signed contract indicates a fixed dollar amount for the training for the courses enrolled by the customer;
(4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the training upon the
completion of the training course.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “
Income Taxes”
. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating
loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and
laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than
not to be realized.
The
Company follows the provisions of ASC 740, “
Income Taxes ”
. When tax returns are filed, it is highly
certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to
uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In
accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the
period during which, based on all available evidence, management believes it is more likely than not that the position will
be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are
not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are
measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the
applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured
as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along
with any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes
estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and
estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially
impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the
periods in which the adjustment is determined to be required. The Company does not believe that it has taken any positions
that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax
benefits that would either increase or decrease within the next year.
Earnings
(Loss) Per Share
The
Company computes net earnings (loss) per share in accordance with ASC 260, “
Earnings per Share”
. ASC 260
requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations.
Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number
of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing
diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the
exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The
Company did not have any convertible notes, options or warrants available for conversion that if exercised, may dilute its earnings
per share at December 31, 2017 and 2016, respectively.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains
its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced
any losses in such accounts through December 31, 2017 and December 31, 2016. The Company’s bank balance did not exceed FDIC
insured amounts at December 31, 2017 or at December 31, 2016, respectively.
Recent
Accounting Pronouncements
In
January 2017, the FASB issued ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business
,
which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as
acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2018.
Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its financial statements.
In
November 2016, the FASB issued Accounting Standards Update No. 2016-18, “
Statement of Cash Flows (Topic 230): Restricted
Cash” (“ASU 2016-18”)
. The new guidance is intended to reduce diversity in practice by adding or clarifying
guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should
be applied retrospectively to all periods presented. The Company has evaluated the impact of adopting ASU 2016-18 noting it will
only impact the Company to the extent it has restricted cash in the future.
In
June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “
Financial Instruments - Credit
Losses
(Topic 326).” The new standard amends guidance on reporting credit losses for assets held at amortized cost basis
and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine
the impact it may have on its financial statements.
In
February 2016, the FASB issued ASU 2016-02, “
Leases
(Topic 842).” The objective of this update is to increase
transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and
disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018,
including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company
is currently evaluating this guidance to determine the impact it may have on its financial statements.
In
May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers
(Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue
Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates
that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC
606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines
a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required
within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in
the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction
price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing
and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted
through either retrospective application to all periods presented in the financial statements (full retrospective approach) or
through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance
was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December
15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its consolidated financial statements.
NOTE
3 – PREPAID DEPOSITS FOR ACQUISITIONS
The
Company has prepaid deposits for acquisitions of $32,000 and $0 at December 31, 2017 and 2016, respectively. Prepaid deposits
consist of (a) $20,000 prepaid to a third party for performing due diligence on an entity All Crescent Sdn Bhd (“All Crescent”)
located in Malaysia for future acquisition; and (b) $12,000 prepaid deposits for future potential acquisition of a vocational
college named Global Institute of Vocational Education, located in Australia. The Company anticipates completing the due diligence
and expects to complete the acquisitions by April 30, 2018.
On
March 22, 2017, Anvia entered into a non-binding preliminary agreement with All Crescent and agreed to pay a consideration of
$200,000 in exchange for obtaining 51% equity stake in All Crescent. At the time of closing of All Crescent, among other things,
All Crescent shall (a) own 100% of the issued and outstanding capital stock of Sage Interactive Sdn Bhd and 100% of the issued
and outstanding capital stock of Sage Interactive MSC Sdn Bhd (collectively “Sage Interactive”); and (b) own 5% of
the issued and outstanding capital stock of Celex Media Sdn Bhd (“Celex”). Sage Interactive and Celex are Malaysian
companies that own the “Learning Management System and Applications” technology and specialize in developing and providing
learning management technologies, learning solutions and eContent. Celex operates as digital content aggregator, e-learning platform
provider and distributor of e-books, e-magazines and e-textbooks. Upon consummation of the proposed acquisition of All Crescent,
All Crescent shall become a majority-owned subsidiary of Anvia. Management has completed the due diligence of this acquisition
and is negotiating the final purchase price of this acquisition. No formal agreements have been executed as of the date of this
report.
On
October 10, 2017, Anvia paid $12,000 to an affiliate Kasa Corporation (Australia) Pty Ltd as a deposit towards the purchase of
a vocational college named Global Institute of Vocational Education (Note 10).
NOTE
4: COMPUTER SOFTWARE
Computer
software consists of the following:
Description
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
Computer software and applications
|
|
$
|
30,000
|
|
|
$
|
-
|
|
|
|
|
30,000
|
|
|
|
-
|
|
Less: accumulated amortization
|
|
|
(1,500
|
)
|
|
|
-
|
|
Computer Software, net
|
|
$
|
28,500
|
|
|
$
|
-
|
|
On
October 2, 2017, the Company purchased computer software and applications from an affiliate to further enhance its sales to distributors
(Note 6). The Company recorded the actual historical costs incurred by the affiliate in acquiring and developing the computer
software and applications. Amortization expense for the computer software and applications purchased for the years ended December
31, 2017 and 2016, was $1,500 and $0, respectively.
NOTE
5 – ACCRUED LIABILITIES
Accrued
liabilities for the years ended December 31, 2017 and 2016 is summarized as follows.
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
Consulting fees
|
|
$
|
6,478
|
|
|
$
|
-
|
|
Travel expense
|
|
|
5,395
|
|
|
|
-
|
|
Audit fees
|
|
|
12,750
|
|
|
|
5,250
|
|
Legal Fees
|
|
|
4,628
|
|
|
|
-
|
|
Other
|
|
|
362
|
|
|
|
-
|
|
Total Accrued Expense
|
|
$
|
29,613
|
|
|
$
|
5,250
|
|
Accrued
liabilities were $29,613 and $5,250 at December 31, 2017 and 2016, respectively.
NOTE
6 – RELATED PARTY TRANSACTIONS
On
January 11, 2017, the Company issued 5,000,000 shares of its common stock to its President, an officer and director of the Company
valued at $500. The Company recorded a discount of the same amount as no consideration was paid for these shares. On February
16, 2017, the Company issued to a family member of the President of the Company 1,000,000 shares of its common stock for total
proceeds of $1,000. On February 16, 2017, the Company also issued to an officer and director of the Company, an aggregate of 5,000,000
shares of its common stock in exchange for total proceeds of $500 (Note 8).
In
February 2017, the Company issued to its President and an officer, an aggregate of 600 Series A preferred shares and 400 Series
A preferred shares at $0.0001 par value for total proceeds of $0.06 and $0.04, respectively.
The
Company paid $3,700 to a third-party vendor as a deposit for an acquisition and paid $7,204 for travel and other expenses of an
officer, prior to the change in control that occurred on January 10, 2017. The Company deemed these expenses as personal expenses
of the officer and recorded $10,904 as amount due from the officer as of December 31, 2017. The amount due from officer is unsecured,
collectible and due on demand by the Company.
On
October 2, 2017, the Company purchased from a related party affiliate computer software and applications for $30,000, for designing,
developing and implementing a business-to-business software solution for Anvia eco-system for tradesmen in Australia and globally
(Note 4).
Accounts
payable to a related party amounted to $10,500 and $0 at December 31, 2017 and 2016, respectively. The $10,500 accounts payable
to the related party was for the cost of training and consulting service provided to Anvia’s customers.
Payable
to a related party amounted to $4,120 and $0 at December 31, 2017 and 2016, respectively. The $4,120 payable to the affiliate
was for short term advances received for the Company’s working capital needs. The $4,120 advance received from the affiliate
is unsecured, non-interest bearing and payable on demand.
NOTE
7 – COMMITMENTS AND CONTINGENCIES
Commitments
On
February 9, 2017, the Company executed an operating lease agreement for its principal office with a monthly rent of $289, lease
commencing on February 10, 2017 and terminating on February 28, 2018. The Company paid a security deposit of $578 on February
9, 2017 upon the execution of the lease. On November 1, 2017, the Company negotiated to terminate the lease and agreed to forgo
the security deposit of $578 in settlement of terminating the lease. The Company recorded rent expense of $2,807 and $0 for the
year ended December 31, 2017 and 2016, respectively.
Litigation
Costs and Contingencies
From
time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of
business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time
to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings
or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or
operating results.
In
the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory,
litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable
and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.
NOTE
8: STOCKHOLDERS’ EQUITY
The
Company’s capitalization at December 31, 2017 was 100,000,000 authorized common shares and 20,000,000 authorized preferred
shares, both with a par value of $0.0001 per share.
Common
Stock
On
July 22, 2016, the Company issued 20,000,000 shares of its common stock, at par value of $0.0001 per share, to two directors and
officers for the services performed valued at $2,000. The officers and directors of the Company contributed as additional paid
in capital in settlement of Company’s expenses of $312 as of December 31, 2016.
On
January 10, 2017, the Company effectuated a change in control and redeemed 19,500,000 shares of its then outstanding 20,000,000
shares of common stock upon the resignation of two officers and directors. On January 11, 2017, the Company issued 5,000,000 shares
of its common stock at par value and at a discount of $500, accepted resignation of two officers and directors, and pursuant to
Section 4(2) of the Securities Act of 1933, appointed Mr. Ali Kasa, to be the Company’s Chief Executive Officer, the sole
officer and director. On November 7, 2017, the Company and two former founders and directors of the Company mutually agreed to
cancel the remaining 500,000 shares of the Company’s common stock valued at $50 issued to them on July 22, 2016 (Inception
Date). The shares were added to the Company’s authorized but not unissued common stock on the date of return.
On
February 16, 2017, the Company issued to a family member of the President of the Company 1,000,000 shares of its common stock
for total proceeds of $1,000. On February 16, 2017, the Company issued to an officer and director of the Company, an aggregate
of 5,000,000 shares of its common stock for total proceeds of $500, or at $0.0001 per share (Note 6).
For
the year ended December 31, 2017, the Company sold 14,003,367 shares of its common stock to the Investors between the share price
of $0.001 per share to $0.60 per share and received cash proceeds of $160,552. The Company has also received in advance $420 for
stock subscription deposits for which the Company has not issued 420,000 shares of common stock as of December 31, 2017. All the
stock certificates issued to the investors have been affixed with an appropriate legend restricting sales and transfers. Based
on the foregoing, the Company has issued the shares in reliance upon the exemptions from registration provided by Section 4a (2)
of the Securities Act of 1933.
As
a result of all common stock issuances, the total issued and outstanding shares of common stock at December 31, 2017 and 2016
were 19,003,367 and 20,000,000, respectively.
Preferred
Stock
Series
A Preferred Stock
The
Company’s directors and officers have beneficial ownership of the entire class of the Company’s Series A Preferred
Stock, which voting together as a class, have the right to vote 51% of the Company’s voting shares on all shareholder matters
(the “Majority Voting Rights”) not adopt any amendments to the Company’s Bylaws, Articles of Incorporation,
as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification
of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred
Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred
Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.
Other
than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption
rights, whatsoever; provided, however, the Series A Preferred Stock and the rights associated therewith, could act to prevent
or delay a change in control.
In
February 2017, the Company issued 600 shares of Series A preferred stock to its President for total proceeds of $0.06, and 400
shares of Series A preferred shares to an officer and director, who resigned from the Company on October 20, 2017, for total proceeds
of $0.04.
At
December 31, 2017, the Company has 1,000 shares of Series A preferred stock issued and outstanding.
NOTE
9: INCOME TAX
Income
tax expense for the years ended December 31, 2017 and 2016 is summarized as follows.
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(22,424
|
)
|
|
$
|
(2,571
|
)
|
State
|
|
|
-
|
|
|
|
-
|
|
Change in valuation allowance
|
|
|
22,424
|
|
|
|
2,571
|
|
Income tax expense (benefit)
|
|
$
|
—
|
|
|
$
|
—
|
|
The
following is a reconciliation of the provision for income taxes at the U.S. federal income tax rates of 34% and the state income
tax rates net of federal tax benefit of 0%, for the years ended December 31, 2017 and 2016, respectively, to the income taxes
reflected in the Statements of Operations:
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
Book Income (loss)
|
|
|
34
|
%
|
|
|
34
|
%
|
State taxes
|
|
|
-
|
%
|
|
|
-
|
%
|
Total
|
|
|
34
|
%
|
|
|
34
|
%
|
Valuation allowance
|
|
|
-34
|
%
|
|
|
-34
|
%
|
Tax expense at actual rate
|
|
|
—
|
|
|
|
—
|
|
The
tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December
31, 2017 and 2016, respectively, are as follows:
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
$
|
16,421
|
|
|
$
|
2,571
|
|
Total gross deferred tax assets
|
|
|
16,421
|
|
|
|
2,571
|
|
Less - valuation allowance
|
|
|
(16,421
|
)
|
|
|
(2,571
|
)
|
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes
related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred
taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets
and liabilities are recovered or settled.
On
December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted, significantly altering U.S. corporate income tax law.
The SEC issued Staff Accounting Bulletin 118, which allows companies to record reasonable estimates of enactment impacts where
all of the underlying analysis and calculations are not yet complete. The provisional estimates must be finalized within a one-year
measurement period. The Company reduced its net domestic deferred tax asset balance by $8,574 due to the reduction in corporate
tax rate from 34% to 21%. These adjustments are fully offset by a change in the Company’s U.S. valuation allowance.
At
December 31, 2017, the Company had accumulated deficit of approximately $74,000 for U.S. federal and Delaware income tax purposes
available to offset future taxable income expiring on various dates through 2035. The Company has recorded a 100% valuation allowance
on the deferred tax assets due to the uncertainty of its realization. The net change in the valuation allowance during the years
ended December 31, 2017 and 2016 was an increase of $22,424 and $2,571, respectively.
In
the normal course of business, the Company’s income tax returns are subject to examination by various taxing authorities.
Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes
that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the
amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between
the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have
a material adverse effect on the company’s financial position. The Company believes its tax positions are all highly certain
of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December
31, 2017, tax years 2016 and 2017 remain open for examination by the IRS and California. The Company has received no notice of
audit from the Internal Revenue Service or California for any of the open tax years.
NOTE
10: SUBSEQUENT EVENTS
Management
has evaluated the subsequent events through April 17, 2018, the date which the financial statements were available to be issued
noting no items that would impact the accounting for events or transactions in the current period or require additional disclosures.
On
January 17, 2018, the Company acquired Anvia (Australia) Pty Ltd, formerly known as Kasa Corporation (Australia) Pty Ltd, for
all of its issued and outstanding shares of common stock on the date of acquisition. Upon completion of the acquisition, Anvia
(Australia) Pty Ltd became a wholly-owned subsidiary of the Company. Anvia (Australia) Pty Ltd shall operate Anvia market and
Anvia recruiters’ sites and business units in Australia and global markets.
The
Company acquired Anvia (Australia) Pty Ltd from Nikolin Kasa, who is brother of Ali Kasa, President and Chief Executive Officer
of Anvia Holdings Corporation. The acquisition was made in consideration of the Company issuing 5,000 shares of common stock valued
at U.S $0.60 per share for a total consideration of $3,000, based on the fair value of the common stock on the date of acquisition.
ANVIA
HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
(UNAUDITED)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
733
|
|
|
$
|
468
|
|
Accounts receivable
|
|
|
4,768
|
|
|
|
81,000
|
|
Due from related parties
|
|
|
4,503
|
|
|
|
9,269
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
10,004
|
|
|
|
90,737
|
|
|
|
|
|
|
|
|
|
|
Computer software, net
|
|
|
27,000
|
|
|
|
28,500
|
|
|
|
|
|
|
|
|
|
|
Other Assets
|
|
|
|
|
|
|
|
|
Prepaid deposits for acquisitions
|
|
|
55,297
|
|
|
|
23,200
|
|
Total Other Assets
|
|
|
55,297
|
|
|
|
23,200
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
92,301
|
|
|
$
|
142,437
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
9,276
|
|
|
$
|
18,639
|
|
Accounts payable - related party
|
|
|
-
|
|
|
|
10,500
|
|
Accrued liabilities
|
|
|
37,534
|
|
|
|
29,614
|
|
Payable to related party
|
|
|
3,000
|
|
|
|
3,000
|
|
Payable to affiliate
|
|
|
-
|
|
|
|
4,120
|
|
Total Current Liabilities
|
|
|
49,810
|
|
|
|
65,873
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000 shares and none issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,003,367 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
|
|
1,900
|
|
|
|
1,900
|
|
Discount on common stock
|
|
|
(500
|
)
|
|
|
(500
|
)
|
Additional paid in capital
|
|
|
158,471
|
|
|
|
158,471
|
|
Stock subscriptions received in advance
|
|
|
420
|
|
|
|
420
|
|
Accumulated other comprehensive loss
|
|
|
(343
|
)
|
|
|
(278
|
)
|
Accumulated deficit
|
|
|
(117,457
|
)
|
|
|
(83,449
|
)
|
Total Stockholders’ Equity
|
|
|
42,491
|
|
|
|
76,564
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
92,301
|
|
|
$
|
142,437
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
ANVIA
HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
|
|
For the Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
17,839
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenue
|
|
|
4,369
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
13,470
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
Consulting expenses
|
|
|
17,800
|
|
|
|
10,300
|
|
Travel expenses
|
|
|
15,560
|
|
|
|
8,880
|
|
Other general and administrative
|
|
|
12,347
|
|
|
|
5,720
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
45,707
|
|
|
|
24,900
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations
|
|
|
(32,237
|
)
|
|
|
(24,900
|
)
|
|
|
|
|
|
|
|
|
|
Other Expense
|
|
|
|
|
|
|
|
|
Foreign exchange loss
|
|
|
(1,771
|
)
|
|
|
-
|
|
Total Other Loss
|
|
|
(1,771
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Loss before Income Tax
|
|
|
(34,008
|
)
|
|
|
(24,900
|
)
|
|
|
|
|
|
|
|
|
|
Provision for Income Tax
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(34,008
|
)
|
|
$
|
(24,900
|
)
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
|
Foreign currency translation gain
|
|
|
65
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss
|
|
$
|
(33,943
|
)
|
|
$
|
(24,900
|
)
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Net Loss Per Share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Shares Outstanding - Basic and Diluted
|
|
|
19,003,367
|
|
|
|
9,349,450
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
ANVIA
HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
For the Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(34,008
|
)
|
|
$
|
(24,900
|
)
|
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Redemption of common stock in connection with the change of control
|
|
|
-
|
|
|
|
(1,950
|
)
|
Amortization of computer software
|
|
|
1,500
|
|
|
|
-
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
76,128
|
|
|
|
-
|
|
Prepaid deposits
|
|
|
-
|
|
|
|
(4,278
|
)
|
Accounts payable
|
|
|
(13,639
|
)
|
|
|
-
|
|
Accounts payable - related party
|
|
|
(10,500
|
)
|
|
|
-
|
|
Accrued liabilities
|
|
|
12,289
|
|
|
|
(1,729
|
)
|
Net Cash Provided by (Used in) Operating Activities
|
|
|
31,770
|
|
|
|
(32,857
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
Net cash paid for earnest deposit for acquisitions
|
|
|
(52,853
|
)
|
|
|
-
|
|
Net Cash Used In Financing Activities
|
|
|
(52,853
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
Cash proceeds advanced from related party
|
|
|
21,359
|
|
|
|
4,116
|
|
Cash proceeds from stock subscriptions received in advance
|
|
|
-
|
|
|
|
475
|
|
Cash proceeds from sale of common stock
|
|
|
-
|
|
|
|
29,275
|
|
Net Cash Provided by Financing Activities
|
|
|
21,359
|
|
|
|
33,866
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(11
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents
|
|
|
265
|
|
|
|
1,009
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, Beginning of the Period
|
|
|
468
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, End of the Period
|
|
$
|
733
|
|
|
$
|
1,009
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
Common stock subscriptions receivable
|
|
$
|
-
|
|
|
$
|
1,277
|
|
Common stock issued to founders for no consideration
|
|
$
|
-
|
|
|
$
|
500
|
|
Common stock to be issued for share exchange acquisition
|
|
$
|
3,000
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
ANVIA
HOLDINGS CORPORATION AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements
March
31, 2018
(Unaudited)
NOTE
1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN
As
used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”,
“we”, and “ANVIA” shall mean Anvia Holdings Corporation, a Delaware corporation.
Anvia
Holdings Corporation (formerly Dove Street Acquisition Corporation) was incorporated on July 22, 2016 under the laws of the state
of Delaware. The Company is engaged in the development and commercialization of web-based technology, the “Anvia Loyalty”
and “Anvia Learning” mobile applications, and other intellectual property (collectively the “Anvia Technology”),
as evidenced by the introduction of the Anvia Technology into the stream of commerce, and the Company’s commercial relationships
with third parties.
On
January 10, 2017, the Company effected a change of control by cancelling an aggregate of 19,500,000 shares of common stock of
existing shareholders, issuing 5,000,000 shares of common stock to its sole officer and director; electing new officer and director
and accepting the resignations of its then existing officers and directors. In connection with the change of control, the sole
shareholder of the Company and its board of directors unanimously approved the change of the Company’s name from Dove Street
Acquisition Corporation to Anvia Holdings Corporation.
On
January 2, 2018, the Company entered into a stock-for-stock acquisition agreement (the “Acquisition”) with Anvia (Australia)
Pty Ltd., an entity organized and incorporated under the laws of Australia. Pursuant to the terms of the Acquisition, the Company
agreed to issue to the owner of Anvia (Australia) 5,000 shares of its common stock, valued at $0.60 per share as the fair value
of the common stock, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange
and restructuring of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the
Company, is the spouse of Ms. Lindita Kasa, the sole shareholder of Anvia (Australia) Pty Ltd, prior to the acquisition. The Company
issued the shares to Ms. Lindita Kasa on May 10, 2018.
Anvia
(Australia) Pty Ltd specializes in designing and implementing a complete eco-system for tradesmen in Australia by sourcing, training
and placing employees for its clients for agreed compensation. Pursuant to the Acquisition, the Company has acquired the business
plan, operations and contracts of its wholly-owned subsidiary, Anvia (Australia) Pty Ltd.
Basis
of Presentation
The
accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company,
contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at March
31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018. The consolidated balance sheets
as of December 31, 2017 is derived from the Company’s audited financial statements.
Since
the Company and Anvia (Australia) Pty Ltd were under Mr. Ali Kasa’s common control prior to the Acquisition on January 2,
2018, the Acquisition is accounted for as a restructuring transaction in accordance with generally accepted accounting principles
(“GAAP”). The Company has recast prior period consolidated financial statements to reflect the conveyance of Anvia
(Australia) Pty Ltd. to the Company as if the restructuring transaction had occurred as of the earliest date of the consolidated
financial statements.
Certain
information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange
Commission, although management of the Company believes that the disclosures contained in these interim condensed consolidated
financial statements are adequate to make the information presented therein not misleading. For further information, refer to
the financial statements and the notes thereto contained in the Company’s 2017 Annual Report filed with the Securities and
Exchange Commission on Form 10-K on April 17, 2018.
Going
Concern
The
Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States
of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has generated minimal revenue and has sustained operating losses since inception to
date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and
the attainment of profitable operations. The Company incurred a net loss of $34,008 for the three months ended March 31, 2018,
had a working capital deficit of $39,806, and an accumulated deficit of $117,457 as of March 31, 2018 and $83,449 as of December
31, 2017. The Company incurred a net loss of $24,900 and negative cash flows from operating activities of $32,857 for the three
months ended March 31, 2017, had a working capital deficit of $2,350 and accumulated deficit of $32,462 as of March 31, 2017.
These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If
the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial
statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s
financial statements. The financial statements and notes are the representation of the Company’s management who is 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
financial statements.
Principles
of Consolidation
The
condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Anvia (Australia)
Pty Ltd. All intercompany transactions and balances are eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
(U.S. 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 financial statements and the reported amounts of revenues and
expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts
payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from
the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future
results of operations will be affected.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
The Company had cash balances of $733 and $468 as of March 31, 2018 and December 31, 2017, respectively.
Accounts
Receivable
Accounts
receivable represent income earned from vocational training and education programs provided for the construction tradesmen to
its customers for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and
stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance
for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. The
Company has recorded accounts receivable of $4,768 and $81,000 as of March 31, 2018 and December 31, 2017, respectively.
Concentration
of Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable
and prepaid deposits. The Company places its cash with high quality banking institutions. The Company does not have the cash balances
in excess of Federal Deposit Insurance Corporation limit at March 31, 2018 and December 31, 2017, respectively.
Revenue
Recognition
The
Company provides vocational training and education for construction tradesman that need qualifications for roofing, plumbing,
home renovation, electrical and carpentry. The Company’s training packages vary in price according to the different types
of vocational training and education programs purchased by the customers. The Company recognizes revenue upon the completion of
the vocational training courses and education programs offered to its customers. The Company recognizes as revenue any deposits
previously received, as they are non-refundable upon commencement of the vocational training courses.
The
Company’s revenue recognition policy is based on the revenue recognition criteria established in accordance with Accounting
Standards Codification (ASC) 605. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence
of an arrangement - the Company and the customer enters into a signed contract; (2) delivery has occurred - as noted above, upon
the commencement of the training course, the deposit is non-refundable per the terms of the signed contract and upon completion
of the course, the Company has provided all services to be delivered to the customer under the contract; (3) the price is fixed
and determinable - the signed contract indicates a fixed dollar amount for the training for the courses enrolled by the customer;
(4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the training upon the
completion of the training course.
Foreign
Currency Translation
The
Company uses the United States dollar (“USD”) for financial reporting purposes. The Company maintains the books and
records in its functional currency, being the primary currency of the economic environment in which its operations are conducted.
For reporting purpose, the Company translates the assets and liabilities to U.S. dollars using the applicable exchange rates prevailing
at the balance sheet dates, and the statements of income are translated at average exchange rates during the reporting periods.
Gain or loss on foreign currency transactions are reflected on the income statement. Gain or loss on financial statement translation
from foreign currency are recorded as a separate component in the equity section of the balance sheet and is included as part
of accumulated other comprehensive income. The functional currency of the Company’s subsidiary in Australia is Australian
Dollars (“AUD”).
The
exchange rates used to translate amounts in AUD into USD for the purposes of preparing the financial statements were as follows:
March 31, 2018
|
|
|
Balance sheet
|
|
AUD 1.00 to USD 0.77
|
Statement of operations and comprehensive loss
|
|
AUD 1.00 to USD 0.79
|
December 31, 2017
|
|
|
Balance sheet
|
|
AUD 1.00 to USD 0.78
|
Statement of operations and comprehensive loss
|
|
AUD 1.00 to USD 0.77
|
Income
Taxes
The
Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “
Income Taxes”
. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating
loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and
laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than
not to be realized.
The
Company follows the provisions of ASC 740-10, “
Accounting for Uncertain Income Tax Positions
.” When tax returns
are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while
others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements
in the period during which, based on all available evidence, management believes it is more likely than not that the position
will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are
not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured
as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable
taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described
above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with
any associated interest and penalties that would be payable to the taxing authorities upon examination.
Earnings
(Loss) Per Common Share
The
Company computes net earnings (loss) per share in accordance with ASC 260, “
Earnings per Share”
. ASC 260
requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement.
Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number
of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing
diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the
exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At
March 31, 2018 and December 31, 2017, there were no convertible notes, options or warrants available for conversion that if exercised,
may dilute future earnings per share.
Fair
value of Financial Instruments and Fair Value Measurements
ASC
820, “
Fair Value Measurements and Disclosures”,
requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the
level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization
within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC
820 prioritizes the inputs into three levels that may be used to measure fair value:
Level
1
Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2
Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant
inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability
has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level
3
Level
3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to
the measurement of the fair value of the assets or liabilities.
The
Company’s financial instruments consist principally of cash, accounts receivable, prepaid deposit for acquisitions, accounts
payable, accrued liabilities and payable to related party. Pursuant to ASC 820, “
Fair Value Measurements and Disclosures”
and ASC 825, “
Financial Instruments”
, the fair value of our cash equivalents is determined based on “Level
1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded
values of all the other financial instruments approximate their current fair values because of their nature and respective maturity
dates or durations.
Reclassifications
Certain
classifications have been made to the prior year consolidated financial statements to conform to the current year presentation.
The reclassification had no impact on previously reported net loss or accumulated deficit.
Recent
Accounting Pronouncements
In
May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers
(Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue
Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates
that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC
606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines
a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required
within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in
the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction
price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing
and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted
through either retrospective application to all periods presented in the financial statements (full retrospective approach) or
through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance
was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December
15, 2018. The Company is currently evaluating ASU 2014-09 and its impact 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”. These 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. If a reporting entity
satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest
entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary
beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its
indirect variable interests in a variable interest entity held through related parties, including related parties that are under
common control with the reporting entity. The amendments in this ASU 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, including
adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any
adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of this
standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.
In
November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments
require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts
generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted
cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period
and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted
cash or restricted cash equivalents. The amendments in this ASU 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. The amendments should be
applied using a retrospective transition method to each period presented. The Company has evaluated the impact of adopting ASU
2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.
In
July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives
and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement
of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests with a Scope Exception. For public business entities, the amendments in Part I of this Update
are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other
entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim
periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption
in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of
the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any
transition guidance because those amendments do not have an accounting effect. The Company is currently in the process of evaluating
the impact of the adoption on its consolidated financial statements.
In
February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification
of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from
accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act
of 2017. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement-Reporting
Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive
income as required by GAAP. The Company is currently in the process of evaluating the impact of the adoption on its consolidated
financial statements.
The
Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have
a material impact on results of operations, financial condition, or cash flows, based on current information.
NOTE
3 – PREPAID DEPOSITS FOR ACQUISITIONS
The
Company had prepaid deposits of $55,297 and $23,200 at March 31, 2018 and at December 31, 2017, respectively. Prepaid deposits
of $55,297 at March 31, 2018 consisted of (i) $35,297 prepayment for the acquisition of an entity named Global Institute of Vocational
Education, located in Australia, specializing in designing, implementing and maintaining B2B software solutions for Anvia eco-system
for tradesmen in Australia and globally; and (ii) $20,000 prepayment towards acquisition of an entity named All Crescent Sdn Bhd
located in Malaysia. Prepaid deposits at December 31, 2017 consisted of (i) 20,000 prepaid to a third party towards acquisition
of an entity named All Crescent Sdn Bhd located in Malaysia, and (ii) $3,200 prepayment towards acquisition of Global Institute
of Vocational Education.
NOTE
4 – ACCRUED LIABILITIES
Accrued
liabilities were comprised of the following:
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Professional fees
|
|
$
|
20,857
|
|
|
$
|
23,230
|
|
Consulting fees
|
|
|
14,943
|
|
|
|
6,384
|
|
Other accrued expenses
|
|
|
1,734
|
|
|
|
-
|
|
Total
|
|
$
|
37,534
|
|
|
$
|
29,614
|
|
NOTE
5 – RELATED PARTY TRANSACTIONS
The
related parties of the Company with whom transactions are reported in these financial statements are as follows:
Name
of entity of individual
|
|
Relationship
with the Company and its subsidiary
|
Ali
Kasa
|
|
Director
and CEO of the Company
|
Egnitus
Australia Pty Ltd
|
|
Entity
controlled by Mr. Ali Kasa
|
Lindita
Kasa
|
|
Spouse
of Ali Kasa and former sole shareholder of Anvia (Australia) Pty Ltd
|
Egnitus
Holdings Pty Ltd
|
|
Entity
controlled by Mr. Ali Kasa
|
Transactions
Accounts
Payable
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Egnitus Holdings Pty Ltd
|
|
$
|
-
|
|
|
$
|
10,500
|
|
Accounts
payable was for the cost of training and consulting services provided to the Company’s customers.
Payable
to Related Party
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Lindita Kasa
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
Payable
to Mrs. Lindita Kasa was for the cost of purchase of Anvia (Australia) Pty Ltd.
Payable
to Affiliate
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Egnitus Australia Pty Ltd
|
|
$
|
-
|
|
|
$
|
4,120
|
|
Payable
to affiliate was for the Company’s working capital needs. Funds advanced to the Company are non-interest bearing, unsecured
and due on demand.
Due
from Related Parties
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Ali Kasa
|
|
$
|
4,162
|
|
|
$
|
6,807
|
|
Egnitus Holdings Pty Ltd
|
|
|
341
|
|
|
|
-
|
|
Egnitus Australia Pty Ltd
|
|
|
-
|
|
|
|
2,462
|
|
|
|
$
|
4,503
|
|
|
$
|
9,269
|
|
The
Company paid for travel and other expenses of Mr. Ali Kasa prior to the change in control that occurred on January 10, 2017. The
Company deemed these expenses as personal expenses of the officer and recorded those amounts as due from the officer.
The
amount due from related parties is non-interest bearing, unsecured and due on demand.
NOTE
6 – COMMITMENTS AND CONTINGENCIES
Legal
Costs and Contingencies
In
the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory,
litigation and other matters. The Company expenses these costs as the related services are received.
If
a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated
loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate
assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.
NOTE
7 – STOCKHOLDERS’ EQUITY
The
Company’s capitalization at March 31, 2018 was 100,000,000 authorized common shares with a par value of $0.0001 per share,
and 20,000,000 authorized preferred shares with a par value of $0.0001 per share.
Common
Stock
On
January 2, 2018, the Company entered into a stock-for-stock acquisition agreement (the “Acquisition”) with Anvia (Australia)
Pty Ltd, an entity organized under the laws of Australia. Pursuant to the terms of the Acquisition, the Company issued to the
owner of Anvia (Australia) Pty Ltd 5,000 shares of its common stock, valued at $0.60 per share as the fair value of the common
stock, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange and restructuring
of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the Company, is the spouse
of Mrs. Lindita Kasa, the sole shareholder of Anvia (Australia) Pty Ltd, prior to the acquisition. The Company issued the shares
to Ms. Lindita Kasa on May 10, 2018. The Company has recast prior period financial statements to reflect the conveyance of Anvia
(Australia) to the Company as if the restructuring had occurred as of the earliest date of the consolidated financial statements.
As
a result of all common stock issuances, the total issued and outstanding shares of common stock at March 31, 2018 and December
31, 2017 were 19,003,367.
Preferred
stock
Series
A Preferred Stock
The
Company’s directors and officers have a beneficial ownership of the entire class of the Company’s Series A Preferred
Stock, which voting together as a class, have the right to vote 51% of the Company’s voting shares on any and all shareholder
matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s
Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred
Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding
shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders
of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations
that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A
Preferred Stock.
Other
than the Majority Voting Rights, our Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption
rights, whatsoever; provided, however, he Series A Preferred Stock and the rights associated therewith, could act to prevent or
delay a change in control.
In
February 2017, the Company issued 600 shares of Series A preferred stock to its President for total proceeds of $0.06, and 400
shares of Series A preferred shares to an officer and director for total proceeds of $0.04.
At
March 31, 2018 and December 31, 2017, the Company has 1,000 shares of Series A preferred stock issued and outstanding, respectively.
NOTE
8 – SUBSEQUENT EVENTS
Management
has evaluated subsequent events through May 18, 2018, the date the financial statements were available to be issued noting the
following transactions that would impact the accounting for events or transactions in the current period or require additional
disclosures.
In
May, 2018, the Company issued 5,000 shares of its common stock to Mr. Nikolin Kasa, brother of Mr. Ali Kasa, CEO of the Company,
for $6,000 (or valued at $1.2 per share) of consulting and business advisory services that will be performed within the following
year.