Company Quick10K Filing
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Cosmos Group Holdings
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
8-K 2019-07-19 M&A, Exhibits
8-K 2019-06-11 Other Events, Exhibits
8-K 2019-06-06 Other Events, Exhibits
8-K 2019-05-20 Officers
8-K 2019-01-14 Officers, Amend Bylaw, Exhibits
8-K 2018-09-17 Enter Agreement, M&A, Exhibits
8-K 2018-07-15 Leave Agreement, Officers
8-K 2018-04-12 Officers
8-K 2018-02-27 Enter Agreement, Exhibits
8-K 2018-02-09 Enter Agreement, Exhibits
8-K 2018-01-20 Enter Agreement, Exhibits
LEVI Levi Strauss 6,521
LSYN Liberated Syndication 52
IVOB Invo Bioscience 47
AXIM Axim Biotechnologies 41
MCTC Microchannel Technologies 9
ROPL Reckson Operating Partnership 0
CCRE Can Cal Resources 0
AOIP Apache Offshore Investment Partnership 0
STEMH Stem Holdings 0
POVD Poverty Dignified 0
COSG 2019-06-30
Part I Financial Information
Item 1 Financial Statements
Note 1 - Basis of Presentation
Note 2 - Organization and Business Background
Note 3 - Summary of Significant Accounting Policies
Note 4 - Going Concern Uncertainties
Note 5 - Amount Due To Related Parties
Note 6 - Obligation Under Finance Leases
Note 7 - Income Taxes
Note 8 - Stockholders' Equity
Note 9 - Related Party Transactions
Note 10 - Concentrations of Risk
Note 11 - Subsequent Events
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Item 4 Controls and Procedures
Part II Other Information
Item 1 Legal Proceedings
Item 1A Risk Factors
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 Defaults Upon Senior Securities
Item 4 Mine Safety Disclosures
Item 5 Other Information
Item 6 Exhibits
EX-21 cosmos_ex21.htm
EX-31.1 cosmos_ex3101.htm
EX-31.2 cosmos_ex3102.htm
EX-32.1 cosmos_ex3201.htm
EX-32.2 cosmos_ex3202.htm

Cosmos Group Holdings Earnings 2019-06-30

COSG 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 cosmos_10q-063019.htm QUARTERLY REPORT

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


 

FORM 10-Q

 

S      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019

 

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 000-55793

 

COSMOS GROUP HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   22-3617931
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

 

 

Rooms 1705-6, 17th Floor, Tai Yau Building,

No. 181 Johnston Road

Wanchai, Hong Kong

+852 3643 1111
(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock, par value US$0.001 COSG N/A 

 

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 S     No 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  S  No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    Accelerated filer 
     
Non-accelerated filer    Smaller reporting company S
(Do not check if smaller reporting company)    
     
Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No S

 

As of August 9, 2019, the issuer had outstanding 28,800,531 shares of common stock.

 

 

   
 

 

TABLE OF CONTENTS

 

    Page
     
     
PART I FINANCIAL INFORMATION  
     
ITEM 1 Financial Statements 3
     
  Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018 (Audited) 3
     
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited) 4
     
 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)

5
     
 

Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)

6
 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

7
     
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
ITEM 3 Quantitative and Qualitative Disclosures about Market Risk 30
     
ITEM 4 Controls and Procedures 30
     
PART II OTHER INFORMATION  
     
ITEM 1 Legal Proceedings 31
     
ITEM 1A Risk Factors 31
     
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds 31
     
ITEM 3 Defaults upon Senior Securities 31
     
ITEM 4 Mine Safety Disclosures 31
     
ITEM 5 Other Information 31
     
ITEM 6 Exhibits 32
     
SIGNATURES   33

 

 

 

 

 

 2 
 

 

PART I   FINANCIAL INFORMATION

ITEM 1 Financial Statements

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2019 AND DECEMBER 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   June 30, 2019   December 31, 2018 
   (Unaudited)   (Audited) 
ASSETS          
Current assets:          
Cash and cash equivalents  $8,716   $12,149 
Accounts receivable   41,981    54,096 
           
Total current assets   50,697    66,245 
           
Non-current assets:          
Property, plant and equipment, net   73,811    83,728 
           
TOTAL ASSETS  $124,508   $149,973 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable and accrued liabilities  $64,320   $44,036 
Amounts due to related parties   278,288    150,076 
Current portion of obligation under finance lease   18,333    20,000 
Income tax payable   16,342    16,342 
           
Total current liabilities   377,283    230,454 
           
Non-current liabilities:          
Deferred tax liabilities   12,999    12,999 
Obligation under finance lease       8,333 
           
Total non-current liabilities   12,999    21,332 
           
TOTAL LIABILITIES   390,282    251,786 
           
Commitments and contingencies          
           
Stockholders’ deficit:          
Preferred stock, $0.001 par value; 30,000,000 shares authorized; no preferred stock issued        
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 21,492,933 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively   21,492    21,492 
Accumulated losses   (287,266)   (123,305)
           
Total stockholders’ deficit   (265,774)   (101,813)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $124,508   $149,973 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 3 
 

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   Three months ended June 30,   Six months ended June 30, 
   2019   2018   2019   2018 
                 
REVENUE  $137,546   $225,147   $265,548   $358,873 
                     
COST OF REVENUES:   (131,350)   (222,951)   (224,019)   (342,281)
                     
GROSS PROFIT   6,196    2,196    41,529    16,592 
                     
OPERATING EXPENSES:                    
General and administrative   120,830    307,396    204,366    472,568 
Total operating expenses   120,830    307,396    204,366    472,568 
                     
LOSS FROM OPERATIONS   (114,634)   (305,200)   (162,837)   (455,976)
                     
Other (expense) income:                    
Interest income       15    1    16 
Interest expense   (562)   (562)   (1,125)   (1,125)
Sundry income               100 
                     
Total other expense   (562)   (547)   (1,124)   (1,009)
                     
LOSS BEFORE INCOME TAXES   (115,196)   (305,747)   (163,961)   (456,985)
                     
Income tax expense                
                     
NET LOSS  $(115,196)  $(305,747)  $(163,961)  $(456,985)
                     
Other comprehensive income:                    
– Foreign currency translation gain               (7,280)
                     
COMPREHENSIVE LOSS  $(115,196)  $(305,747)  $(163,961)  $(464,265)
                     
Net loss per share:                    
– Basic and diluted  $(0.01)  $(0.01)  $(0.01)  $(0.02)
                     
Weighted average common shares outstanding:                    
– Basic and diluted   21,492,933    21,492,933    21,492,933    21,492,933 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 4 
 

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

   Six months ended June 30, 
   2019   2018 
         
Cash flows from operating activities:          
Net loss  $(163,961)  $(456,985)
Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation of property, plant and equipment   9,917    34,235 
Change in operating assets and liabilities:          
Accounts receivable   12,115    (2,263)
Purchase deposits       (8,654,498)
Deposits and prepayments       (331,676)
Accounts payables and accrued liabilities   20,284    729,266 
Customer deposits       8,471,920 
           
Net cash used in operating activities   (121,645)   (210,001)
           
Cash flows from investing activities          
Purchase of property, plant and equipment       (149,324)
           
Net cash used in investing activities       (149,324)
           
Cash flows from financing activities:          
Amount due to a related company   128,212    78,287 
Amount due to a director       225,721 
Proceed from bank borrowing       1,495,000 
Proceed from issuance of common stock        
Repayment of finance lease   (10,000)   (10,000)
           
Net cash provided by financing activities   118,212    1,789,008 
           
Effect on exchange rate change on cash and cash equivalents       45,496 
           
NET CHANGE IN CASH AND CASH EQUIVALENTS   (3,433)   1,475,179 
           
BEGINNING OF PERIOD   12,149    99,583 
           
END OF PERIOD  $8,716   $1,574,762 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
Cash paid for interest  $1,125   $1,125 
Cash paid for tax  $   $ 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 5 
 

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

   Three months ended June 30, 2019 and 2018 
   Common stock   Accumulated other comprehensive   Accumulated   Total stockholders’ 
   No. of shares   Amount   income (loss)   losses   deficit 
Balance as of April 1, 2018   21,492,933   $21,492   $(5,294)  $(280,343)  $(264,145)
                          
Foreign currency translation adjustment           7,280        7,280 
                          
Net loss for the period               (305,747)   (305,747)
                          
Balance as of June 30, 2018   21,492,933   $21,492   $1,986   $(586,090)  $(562,612)
                          
                          
Balance as of April 1, 2019   21,492,933   $21,492   $   $(172,070)  $(150,578)
                          
Net loss for the period               (115,196)   (115,196)
                          
Balance as of June 30, 2019   21,492,933   $21,492   $   $(287,266)  $(265,774)

 

 

   Six months ended June 30, 2019 and 2018 
   Common stock   Accumulated other comprehensive   Accumulated   Total stockholders’ 
   No. of shares   Amount   loss   losses   deficit 
Balance as of January 1, 2018   21,492,933   $21,492   $(5,294)  $(129,105)  $(112,907)
                          
Foreign currency translation adjustment           7,280        7,280 
                          
Net loss for the period               (456,985)   (456,985)
                          
Balance as of June 30, 2018   21,492,933   $21,492   $1,986   $(586,090)  $(562,612)
                          
                          
Balance as of January 1, 2019   21,492,933   $21,492   $   $(123,305)  $(101,813)
                          
Net loss for the period               (163,961)   (163,961)
                          
Balance as of June 30, 2019   21,492,933   $21,492   $   $(287,266)  $(265,774)

 

 

See accompanying notes to condensed consolidated financial statements.

 

 6 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

NOTE 1 -      BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the consolidated balance sheet as of December 31, 2018 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2019 or for any future period.

 

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018.

 

 

NOTE 2 -      ORGANIZATION AND BUSINESS BACKGROUND

 

Cosmos Group Holdings Inc. (the “Company” or “COSG”) incorporated in the state of Nevada on August 14, 1987.

 

The Company, through its subsidiaries, mainly engages in the provision of truckload transportation service in Hong Kong, in which the Company utilizes its owned trucks or independent contractor owned trucks for the pickup and delivery of freight from port to the designated destination, upon the customers’ request.

 

Description of subsidiaries

 

Name  

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of issued/

registered share

capital

 

Effective interest

held

                 
Lee Tat International Holdings Limited  

British Virgin Islands

  Investment holding   50,000 shares at US$1 each   100%
                 
Lee Tat Transportation International Limited   Hong Kong   Logistic and delivery   10,000 ordinary shares for HK$10,000   100%
                 
Cosmos Robotor Holdings Limited  

British Virgin Islands

  Investment holding   50,000 shares at US$0.001 each   100%
                 
AiTeach International Limited#   Hong Kong   AI Business   10,000 ordinary shares for HK$100   100%
                 
Hong Kong Healthtech Limited#   Hong Kong   AI Business   5,100 ordinary shares for HK$5,100   51%

 

COSG and its subsidiaries are hereinafter referred to as (the “Company”).

 

 

NOTE 3 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

 

·Use of estimates

 

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

 

 

 7 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

·Basis of consolidation

 

The condensed consolidated financial statements include the financial statements of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

·Cash and cash equivalents

 

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

 

·Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2019, there was no allowance for doubtful accounts.

 

·Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

    Expected useful life  
Service vehicle   8 years  

 

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Depreciation expense for the three months ended June 30, 2019 and 2018 were $4,959 and $14,100, as part of cost of revenue, respectively.

 

Depreciation expense for the six months ended June 30, 2019 and 2018 were $9,917 and $34,235, as part of cost of revenue, respectively.

 

·Impairment of long-lived assets

 

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three and six months ended June 30, 2019.

 

 

 

 

 8 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

·Revenue recognition

 

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed consolidated financial statements.

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company derives its revenues from the rendering of transportation services and recognizes in full upon completion of delivery to the receiver’s location. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue as the performance obligation is satisfied.

 

·Comprehensive income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

·Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

 

 

 

 9 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

For the three and six months ended June 30, 2019 and 2018, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2019, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company conducts the majority of its businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by a foreign tax authority.

 

·Finance leases

 

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

 

·Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

·Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in Hong Kong and the PRC maintain their books and records in their local currency, Hong Kong Dollars ("HK$") and Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

 

Convenience translation of amounts from the local currency of the Company into US$ has been made at the pegged exchange rate at 0.129 for the respective years.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the condensed consolidated statement of stockholders’ deficit.

 

 

 

 

 10 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

·Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

·Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the three and six months ended June 30, 2019 and 2018, the Company operates in one reportable operating segment in the Hong Kong.

 

·Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

·Recent accounting pronouncements

 

In February 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (ASU 2016-02), which requires a lessee to recognize most leases on the balance sheet as lease liabilities with corresponding right-of-use assets. The Company adopted ASU 2016-02 utilizing the modified retrospective transition method at the beginning of the first quarter of 2019. As a result of the adoption of ASC 842, the Company recorded finance lease liabilities of $28,333 at the beginning of the first quarter of 2019, with no material impact to the statement of operations.

 

 

 

 

 

 11 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (ASU 2017-12), which is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency regarding the scope and results of hedging programs. The guidance in this update is applied using a cumulative-effect adjustment to retained earnings at the beginning of the fiscal year of adoption. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2017-12 at the beginning of the first quarter of 2019 did not have a significant impact on the Company’s financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (ASU 2016-13), which changes the accounting for recognizing impairments of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its financial statements.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-14). This new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-14 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its financial statements.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds and modifies certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public business entities will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. ASU 2018-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its financial statements.

 

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other – Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-05). This new guidance requires a customer in a cloud computing arrangement to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. ASU 2018-05 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Application of this guidance can be applied either prospectively or retrospectively. The Company is currently evaluating the impact that this guidance will have on its financial statements.

 

 

NOTE 4 -      GOING CONCERN UNCERTAINTIES

 

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company has experienced a net loss of $163,961 and negative operating cash flows of $121,645 for the period ended June 30, 2019. Also, at June 30, 2019, the Company has incurred an accumulated deficit of $287,266.

 

 

 

 

 12 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

The continuation of the Company as a going concern through June 30, 2020 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

 

NOTE 5 -      AMOUNT DUE TO RELATED PARTIES

 

The amounts represented temporary advances to the Company by related parties, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interest from related party loan is not significant.

 

 

NOTE 6 -      OBLIGATION UNDER FINANCE LEASES

 

The Company purchased a service vehicle under a finance lease agreement with the effective interest rate of 2.25% per annum, due through May 29, 2020, with principal and interest payable monthly. The obligation under the finance lease is as follows:

 

   June 30, 2019   December 31, 2018 
   (Unaudited)   (Audited) 
         
Finance lease  $20,396   $31,522 
Less: interest expense   (2,063)   (3,189)
           
   $18,333   $28,333 
           
Current portion   18,333    20,000 
Non-current portion       8,333 
Total  $18,333   $28,333 

 

 

NOTE 7 -      INCOME TAXES

 

The Company generated an operating loss for the three and six months ended June 30, 2019 and 2018 and did not record income tax expense. The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:

 

United States of America

 

COSG is registered in the State of Nevada and is subject to the tax laws of United States of America

 

As of June 30, 2019, the operation in the United States of America incurred $2,155,600 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $452,676 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

 

 

 

 13 
 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

Hong Kong

 

The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the two-tiered income tax rate from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2019 and 2018 is as follows:

 

   Six months ended June 30, 
   2019   2018 
         
Loss before income taxes  $(44,263)  $(456,985)
Statutory income tax rate   8.25%    16.5% 
Income tax expense at statutory rate   (3,651)   (75,402)
Tax effect from non-deductible items   818    25,610 
Tax effect from non-taxable item       (604)
Tax effect from deductible items   (318)   (3,545)
Tax loss carryforwards   3,151    53,941 
 Income tax expense  $   $ 

 

 

NOTE 8 -      STOCKHOLDERS’ EQUITY

 

As of June 30, 2019, the Company had a total of 21,492,933 shares of its common stock issued and outstanding.

 

 

NOTE 9 -      RELATED PARTY TRANSACTIONS

 

From time to time, the stockholder and director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant.

 

Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

 

 

NOTE 10 -      CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)       Major customer

 

 

 

 14 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

For the three months ended June 30, 2019 and 2018, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

 

   Three months ended June 30, 2019     June 30, 2019 

 

Customers

   Revenues   Percentage of revenues    

Accounts

Receivable

 
                    
Customer B    $59,417    43%     $16,530 
Customer A     51,869    38%      18,898 
  Total:  $111,286    81%  Total:  $35,428 
             
   Three months ended June 30, 2018     June 30, 2018 

 

Customers

   Revenues   Percentage of revenues    

Accounts

Receivable

 
                    
Customer A    $120,027    53%     $ 
Customer B     83,789    37%       
  Total:  $203,816    90%  Total:  $ 

 

For the six months ended June 30, 2019 and 2018, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

 

     Six months ended June 30, 2019     June 30, 2019 
Customers    Revenues   Percentage of revenues    

Accounts

Receivable

 
                    
Customer B    $111,940    42%     $16,530 
Customer A     110,168    41%      18,898 
 Total:   $222,108    83%  Total:  $35,428 
             
   Six months ended June 30, 2018      June 30, 2018 

 

Customers

   Revenues   Percentage of revenues    

Accounts

Receivable

 
                    
Customer A    $197,654    55%     $ 
Customer B     126,821    35%       
  Total:  $324,475    90%  Total:  $ 

 

     Three months ended June 30, 2019     June 30, 2019 

 

Customers

   Revenues   Percentage
of revenues
     Accounts
Receivable
 
                    
Customer B    $59,417    43%     $16,530 
Customer A     51,869    38%      18,898 
  Total:  $111,286    81%  Total:  $35,428 

 

 

 

 15 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

All customers are located in the Hong Kong.

 

(b)       Major vendors

 

For the three and six months ended June 30, 2019, one vendor represented more than 10% of the Company’s purchase. This vendor (Vendor C) accounted for 13% of the Company’s purchase amounting to $23,247 and $29,692, respectively with $1,808 of accounts payable at June, 2019.

 

For the three and six months ended June 30, 2018, one vendor represented more than 10% of the Company’s operating cost. This vendor accounted for 14% of the Company’s operating cost amounting to $14,542 and $47,258, respectively with $0 of accounts payable at June 30, 2018.

 

All vendors are located in the Hong Kong.

 

(c)       Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

(d)Interest rate risk

 

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

 

The Company’s interest-rate risk arises from borrowing under notes and bank borrowings. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of June 30, 2019, borrowings under related party notes were at fixed rates and short-term bank borrowings were at variable rates.

 

(e)Exchange rate risk

 

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in HKD and a significant portion of the assets and liabilities are denominated in HKD. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and HKD. If HKD depreciates against US$, the value of HKD revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

 

 

 

 16 

 

 

NOTE 11 -      SUBSEQUENT EVENTS

 

The Company evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were certain subsequent events that required recognition or disclosure, as follows:

 

On July 19, 2019, the Company consummated the acquisition of 5,100 Ordinary Shares of Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”), representing approximately 51% of the issued and outstanding stock of HKHL under a Share Exchange Agreement (the “Share Exchange Agreement”), and acquired the right to exploit certain intellectual property relating to Artificial Intelligence Education. As a result, the Company entered into the business of developing and delivering educational content in the AI Education industry.

 

In connection with the Share Exchange, the Company entered into an Intellectual Property Ownership and License Agreement with HKHL, 深圳傅正勤教育科技有限公司Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited) (“SZFZQ”) and their affiliates (the “IP License Agreement”), pursuant to which the Company licensed from HKHL, SZFZQ and their affiliates the right to exploit certain intellectual property related to the operations of the AI education business on a worldwide, non-exclusive, perpetual, royalty-free and irrevocable basis.

 

The Company established its two subsidiaries Cosmos Robotor Holdings Limited, a British Virgin Islands corporation, on May 7, 2019, and AiTeach International Limited, a Hong Kong limited liability company, on June 3, 2019.

 

In connection with the acquisition of HKHL, the Company incurred the obligation to issue 6,232,951 shares of its common stock to Mr Wing Lok Jonathan SO, Chief Strategy Officer and 1,074,647 shares of its common stock to Hung-Yi HUNG, a consultant, respectively. The Company is in the process of issuing such securities to Messrs. So and Hung and expects to finalize this process in the near future.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 17 
 

 

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking statements

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes," "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

 

Currency and exchange rate

 

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Overview

 

On July 19, 2019, we consummated the acquisition of 5,100 Ordinary Shares of HKHL, representing approximately 51% of the issued and outstanding stock of HKHL, and acquired the right to exploit certain intellectual property relating to Artificial Intelligence Education. As a result, we entered into the business of developing and delivering educational content in the AI Education industry.

 

Prior to our acquisition of HKHL, we were a Hong Kong based specialty commercial logistic company. Our specialty commercial logistic company operates through Lee Tat Transportation Int’l Limited, our wholly owned Hong Kong subsidiary (“Lee Tat”), and provide timely and reliable logistics and delivery services to commercial clients located in Hong Kong. We offer service to the cable supply industry in Hong Kong. Lee Tat was organized as a private limited liability company on August 11, 2014, in Hong Kong. We acquired Lee Tat on May 12, 2017.

 

We do not have any current intention to further develop our logistics business segment at this time. We intend to focus on developing our new AI Education business segment in the foreseeable future. 

 

History

 

We were incorporated in the state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain mining claims. In April 1999, Shur De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in the business of developing and direct marketing of consumer products. As the surviving company, Shur De Cor changed its name to Interactive Marketing Technology, Inc. Shur De Cor's then management resigned and the management of Interactive New Jersey became the Company’s management. The prior management of Shur De Cor retained Shur De Cor’s business and assets. After that acquisition, the Company, through a wholly owned subsidiary, IMT's Plumber, Inc., produced, marketed, and sold a licensed product called the Plumber's Secret, which was discontinued in fiscal 2001. In May 2002, the Company ceased to actively pursue its product development and marketing business and actively sought to either acquire a third party, merge with a third party or pursue a joint venture with a third party in order to re-enter its former business of development and direct marketing of proprietary consumer products in the United States and worldwide.

 

 

 

 

 18 
 

 

On November 17, 2004, the Company acquired MPL, a company organized under the laws of the British Virgin Islands, and its subsidiaries in accordance with the terms of a Share Exchange Agreement executed by the parties (the “2004 Agreement”). In connection with the acquisition, the Company issued an aggregate of 109,623,006 shares of its common stock to Imperial International Limited, a company incorporated under the laws of the British Virgin Islands (“Imperial”), the sole shareholder of MPL, in exchange for 100% of the issued and outstanding shares of MPL capital stock (the "2004 Share Exchange"). Upon completion of the share exchange, MPL became the Company's wholly owned subsidiary and the Company’s former owner transferred control of the Company to Imperial. The Company relied on Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Act"), in regard to the shares that we issued pursuant to the 2004 Share Exchange. The Company treated this transaction as a qualified "business combination" as defined by Rule 501(d). The Company relied on the exemption from registration pursuant to Section 4(2) of, and or Regulation D promulgated under, the Act in issuing the Company’s securities. 

 

In connection with the 2004 Share Exchange, the Company: (i) changed its name from Interactive Marketing Technology, Inc. to China Artists Agency, Inc. ("China Artists"); (ii) obtained a new stock symbol, "CAAY", and CUSIP Number, effective on December 21, 2004; (iii) increased its authorized common stock to 200,000,000 shares; (iv) effectuated a 1 for 1.69 reverse stock split; and (v) spun off the Company’s existing business into a separate public company, All Star Marketing, Inc., a Nevada corporation ("All Star"). All Star was formed as a wholly owned subsidiary of the Company. The Spin-off was satisfied by means of a pro-rata share dividend to the Company's shareholders of record as of December 10, 2004. The purpose of the Spin-Off was to allow the subsidiary to operate as a separate public company and raise working capital through the sale of its own equity. This allowed the Company’s management to focus on its business, while at the same time, allowing the spun-off company to have greater exposure by trading as an independent public company. Additionally, the shareholders and the market would then more easily identify the results and performance of the Company as a separate entity from that of All Star. In August 2005, the Company changed its name to China Entertainment Group, Inc. and, effective August 9, 2005, obtained a new stock symbol "CGRP", and CUSIP Number.

 

Because the Company failed to generate revenues in its new business, prior management commenced litigation in the Superior Court for Los Angeles County California which action was removed to the United States District Court for the Central District of California Case No. CV07-1068 GHK. On January 30, 2008, the parties entered into a Settlement Agreement and Conditional Release (the “Settlement Agreement”), pursuant to which, among other things, the Company’s former management reacquired control of the Company and all assets related to the Chinese entertainment business were transferred out of the Company. The Company, under its former management, once again entered the business of locating products to develop and mass market. These efforts did not prove fruitful and the Company, while continuing its product development business, also began to seek another business to acquire.

 

Effective July 22, 2010, the Company merged with Safe and Secure TV Channel, LLC, a Delaware limited liability company (the “Merger”). In connection with the Merger, the management of the Company resigned and was replaced by the management and principals of Safe and Secure TV Channel, LLC. The holders of interests in Safe and Secure TV Channel, LLC exchanged their interests for approximately 50.2% of the issued and outstanding stock of the Company. In September 2010, the Company effectuated a 9.85 for one stock split to shareholders of record as of August 23, 2010. After the Merger, the Company became a television network and multimedia information and distribution company focused on serving the homeland security and emergency preparedness industry. 

 

On February 15, 2016, the Company sold to Asia Cosmos Group Limited, a private limited liability company incorporated under the laws of British Virgin Islands (“ACOSG”), 10,000,000 shares of its common stock at a per share price of US$0.027. ACOSG’s sole shareholder is Miky Wan. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to ACOSG.

 

 

 

 

 19 
 

 

In connection with the private placement to ACOSG, a change of control occurred and Bryan Glass resigned from his position as President, Secretary, Treasurer and Chairman of the Company. Miky Wan was appointed to serve as Chief Executive Officer, Chief Operating Officer, President and Director, effective February 19, 2016. Peter Tong, our Chief Financial Officer, Secretary and director continued in his positions with the Company. Calvin K.W. Lai, Anthony H.H. Chan, Jenher Jeng, Alice K.M. Tang, Connie Y.M. Kwok were appointed to serve on our Board of Directors effective February 19, 2016. Effective February 26, 2016, the Company changed its name to Cosmos Group Holdings Inc. and filed a Certificate of Amendment to such effect with the Nevada Secretary of State. The name change and the related stock symbol change to “COSG” were approved by the Financial Industry Regulatory Authority on March 31, 2016. The Company also increased the number of its authorized common stock, par value US$0.001, from 90,000,0000 shares to 500,000,000 and its preferred stock, par value US$0.001, from 10,000,000 to 30,000,000 shares. After the private placement, the Company shifted its business plan to focus on acquiring undervalued companies including those in the Greater China region.

 

On September 27, 2016, Peter Tong and Calvin Lai resigned from all of their positions with the Company. Connie Y.M. Kwok was appointed to serve as the Secretary and Miky Wan, our Chief Executive Officer, was appointed to serve as the interim Chief Financial Officer.

 

On January 13, 2017, the Company sold 200,000,000 shares of its common stock to ACOSG at a per share price of US$0.001 per share for aggregate consideration of US$200,000. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to ACOSG.

 

Acquisition of Lee Tat, Our Logistics Business

 

On May 12, 2017, we acquired all of the issued and outstanding shares of Lee Tat from Mr. Koon Wing CHEUNG, Lee Tat’s sole shareholder, in exchange for 219,222,938 shares of our issued and outstanding common stock. In connection with the Lee Tat acquisition, Miky WAN resigned from her positions as Chief Executive Officer and Chief Operating Officer and Koon Wing CHEUNG and Yongwei HU were appointed to serve as our Chief Executive Officer and Chief Operating Officer, respectively, and also as our directors. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of Lee Tat.

 

Termination of Our Vehicle Sales and Leasing Business

 

Our original business plan was to develop an ecosystem to address the entire vehicle purchasing, leasing and maintenance process. Our former cooperation partner, Foshan YY Car Rental Limited (“YY”), was an integral part of our ability to offer future car purchasing services and investment vehicle leasing services. Effective July 15, 2018, our Board of Directors dismissed Huan-Ting Peng, our Chief Operating Officer and the statutory representative of our WFOE, from all of her positions with the company and its subsidiaries and affiliated entities. Miky Wan, our President, interim Chief Financial Officer and Director, was concurrently appointed to fill the vacancies created by Ms. Peng’s removal and to serve as our Chief Operating Officer and statutory representative of WFOE. Concurrently with the dismissal of Ms. Peng, our Board of Directors also terminated the Car Rental Collaboration Agreement with YY. Ms. Peng owns approximately 51%of YY and is an officer and executive director of YY.

 

On September 30, 2018, we sold all of our interests in COSG International to Lilun Gan, an unaffiliated third party, for cash consideration of United States Dollar Ten Thousand Dollars (US$10,000), which is the stated value of COSG International. COSG International was our wholly owned subsidiary and investment holding company that held all of the issued and outstanding securities of WFOE. We operated our future car purchasing and investment vehicle leasing services and memberships through WFOE. The sale of our interests in COSG International represented the cessation of our future car purchasing and investment vehicle leasing services business.

 

Entry Into the Artificial Intelligence Educational Content Business

 

Effective July 19, 2019, we consummated the acquisition of the HKHL Shares, constituting approximately 51% of the issued and outstanding securities of HKHL. As a result of our acquisition of the HKHL Shares, we entered into the business of development and delivery of educational content through artificial intelligence with a focus on users in China and Hong Kong.

 

 

 

 

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Major Customers.

 

All of our major customers are derived from our logistics business segment and are located in Hong Kong. During the six months ended June 30, 2019, and 2018, the following customers accounted for 10% or more of our total net revenues:

 

   Six Months ended
June 30, 2019
   June 30, 2019 
   Revenues   Percentage
of revenues
   Accounts
receivable
 
Peaceman Cable Engineering Limited  $111,940    42%    16,530 
Hip Tung Cables Company Limited   110,168    41%    18,898 
TOTAL  $222,108    83%    35,428 

 

    Six Months ended
June 30, 2018
    June 30, 2018  
    Revenues     Percentage
of revenues
    Accounts
receivable
 
Hip Tung Cables Company Limited   $ 197,654       55%        
Peaceman Cable Engineering Limited     126,821       35%        
TOTAL   $ 324,475       90%        

 

We have a delivery operations team in Hong Kong consisting of two trucks, two drivers, and three network partners that pick up stocks for us and complete the delivery process. Generally, we are not a party to any long-term agreements with our customers. From time to time, we may enter into long term contracts similar to the Transportation Service with major customers and subcontract the performance of the performance of the contract to corresponding network partner according to the price and area.

  

Major Network Partners.

 

All of our major vendors are located in Hong Kong. For the six months ended June 30, 2019, one vendor, Tak Lee Transportation Company, represented more than 10% of the Company’s operating cost. This vendor accounted for 13% of the Company’s operating cost amounting to $29,692 with $1,808 of accounts payable.

 

All of our major vendors are located in Hong Kong. For the six months ended June 30, 2018, one vendor, Po Won Transportation Company Limited, represented more than 10% of the Company’s operating cost. This vendor accounted for 14% of the Company’s operating cost amounting to $47,258 with $0 of accounts payable.

 

Seasonality.

 

Our logistics business is highly dependent upon the e-commerce industry in Hong Kong and China. In Hong Kong and China, we experience peak demand for our services during the double eleven festival and the Chinese New Year celebrations.

 

Insurance.

 

We maintain certain insurance in accordance customary industry practices in the jurisdiction where we operate. Under Hong Kong law it is a requirement that all employers in the city must purchase Employee's Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness during the normal course of their work. Lee Tat maintains Employee’s Compensation Insurance, vehicle insurance and third party risks insurance for the business purposes.

 

 

 

 

 21 
 

 

Reverse Stock Split

 

Effective February 6, 2018, we engaged in a 1:20 reverse split of our common stock so that each twenty shares of issued and outstanding common stock were exchanged for one share. 

 

We reported a net loss of $163,961 and $456,985 for the six months ended June 30, 2019, and 2018, respectively. As of June 30, 2019, our current assets and current liabilities were $50,697 and $377,283 respectively. We had current assets of $66,245 and current liabilities of $230,454 as of December 31, 2018. Our auditors have prepared our financial statements for the years ended December 31, 2018 and 2017 assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and short-term and long-term debts.

 

Results of Operations

 

Comparison of the three months ended June 30, 2019 and June 30, 2018

 

As of June 30, 2019, we suffered from a working capital deficit of $326,586. As a result, our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

The following table sets forth certain operational data for the three months ended June 30, 2019, compared to the three months ended June 30, 2018:

 

   Three months ended June 30, 
   2019   2018 
         
Revenue  $137,546   $225,147 
Cost of revenue   (131,350)   (222,951)
Gross profit   6,196    2,196 
General and administrative expenses   (120,830)   (307,396)
Loss from operation   (114,634)   (305,200)
Total other expense   (562)   (547)
Income tax expense        
NET LOSS  $(115,196)  $(305,747)

  

Revenue. We generated revenues of $137,546 and $225,147 for the three months ended June 30, 2019 and 2018. In light of our acquisition of HKHL and entry into the artificial intelligence education industry, we hope to experience greater revenue growth in the next twelve months.

 

During the three months ended June 30, 2019 and 2018, the following customers accounted for 10% or more of our total net revenues:

 

   Three Months ended
June 30, 2019
   June 30, 2019 
   Revenues   Percentage
of revenues
   Accounts
receivable
 
Peaceman Cable Engineering Limited  $59,417    43%    16,530 
Hip Tung Cables Company Limited   51,869    38%    18,898 
TOTAL  $111,286    81%    35,428 

 

 

 

 

 22 
 

 

     Three months ended June 30, 2018     June 30, 2018 
Customers    Revenues   Percentage
of revenues
     Accounts
receivable
 
Hip Tung Cables Company Limited    $120,027    53%     $ 
Peaceman Cable Engineering Limited     83,789    37%       
Total: $203,816    90%  Total:  $ 

 

All of our major customers are located in Hong Kong.

 

Cost of Revenue. Cost of revenue for the three months ended June 30, 2019, was $131,350, and as a percentage of net revenue, approximately 95%. Cost of revenue for the three months ended June 30, 2018, was $222,951, and as a percentage of net revenue, approximately 99%. Cost of revenue decreased primarily as a result of the decrease in our business volume.

 

Gross Profit. We achieved a gross profit of $6,196 and $2,196 for the three months ended June 30, 2019, and 2018, respectively. The increase in gross profit is primarily attributable to our cost control measures.

  

General and Administrative Expenses (“G&A”). We incurred G&A expenses of 120,830 and $307,396 for the three months ended June 30, 2019, and 2018, respectively. The decrease in G&A is primarily attributable to decreased professional, administrative and other fees.

 

G&A as a percentage of net revenue was approximately 88% and 137% for the three months ended June 30, 2019 and 2018, respectively. The decrease in G&A is attributable to decreased business volume and operational cost. We expect our G&A to increase in the near future as we focus on developing our artificial intelligence education business.

 

Other Income, net. We incurred net other expenses of $562 for the three months ended June 30, 2019, as compared to net expenses of $547 for the three months ended June 30, 2018. Our net other expenses for the three months ended June 30, 2019 and 2018 consisted primarily of interest expenses.

 

Income Tax Expense. Our income tax expenses for the quarters ended June 30, 2019 and 2018 was $0 and $0, respectively.

 

Net Loss. During the three months ended June 30, 2019, we incurred a net loss of $115,196, as compared to $305,747 for the same period ended June 30, 2018. The decrease in net loss is primarily attributable to decreased general and administrative expenses.

 

Comparison of the six months ended June 30, 2019 and June 30, 2018

 

The following table sets forth certain operational data for the six months ended June 30, 2019, compared to the six months ended June 30, 2018:

 

   Six months ended June 30, 
   2019   2018 
         
Revenue  $265,548   $358,873 
Cost of revenue   (224,019)   (342,281)
Gross profit   41,529    16,592 
General and administrative expenses   (204,366)   (472,568)
Loss from operation   (162,837)   (455,976)
Total other expense   (1,124)   (1,009)
Income tax expense        
NET LOSS  $(163,961)  $(456,985)

  

Revenue. We generated revenues of $265,548 and $358,873 for the six months ended June 30, 2019 and 2018, respectively. The increase in revenue is attributable to the development of our O2O vehicle sales and leasing operations. In light of our acquisition of HKHL and entry into the artificial intelligence education industry, we hope to experience greater revenue growth in the next twelve months.

 

 

 

 

 23 
 

 

During the six months ended June 30, 2019 and 2018, the following customers accounted for 10% or more of our total net revenues:

 

   Six Months ended
June 30, 2019
   June 30, 2019 
   Revenues   Percentage
of revenues
   Accounts
receivable
 
Peaceman Cable Engineering Limited  $111,940    42%    16,530 
Hip Tung Cables Company Limited   110,168    41%    18,898 
TOTAL  $222,108    83%    35,428 

 

   Six Months ended
June 30, 2018
   June 30, 2018 
   Revenues   Percentage
of revenues
   Accounts
receivable
 
Peaceman Cable Engineering Limited  $126,821    35%     
Hip Tung Cables Company Limited   197,654    55%     
TOTAL  $324,475    90%     

All of our major customers are located in Hong Kong.

 

Cost of Revenue. Cost of revenue for the six months ended June 30, 2019, was $224,019, and as a percentage of net revenue, approximately 84%. Cost of revenue for the six months ended June 30, 2018, was $342,281, and as a percentage of net revenue, approximately 95%. The decrease in our cost of revenue for the six months ended June 30, 2019, is primarily attributable to decrease in our business volume.

 

Gross Profit. We achieved a gross profit of $41,529 and $16,592 for the six months ended June 30, 2019, and 2018, respectively. The increase in gross profit is primarily attributable to our cost control measures.

  

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $204,366 and $472,568 for the six months ended June 30, 2019, and 2018, respectively. The decrease in G&A is primarily attributable to our cost control measures.

 

G&A as a percentage of net revenue was approximately 77% and 132% for the six months ended June 30, 2019 and 2018, respectively. The decrease in G&A is attributable to our cost control measures. We expect our G&A to increase in the near future as we focus on developing our artificial intelligence education business.

 

Other Expenses, net. We incurred net other expenses of $1,124 for the six months ended June 30, 2019, as compared to $1,009 for the six months ended June 30, 2018. Our net other expenses for the six months ended June 30, 2019 and 2018 consisted primarily of interest expenses associated with establishing and operating our Membership Platform and increased general and administrative expenses resulting from being a reporting act company.

 

Liquidity and Capital Resources

 

As of June 30, 2019, we had cash and cash equivalents of $8,716 and accounts receivable of $41,981. As of December 31, 2018, we had cash and cash equivalents of $12,149 and accounts receivable of $54,096.

 

We expect to incur significantly greater expenses in the near future as we develop our artificial intelligence education business or enter into strategic partnerships. We also expect our general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being reporting act company, including directors’ and officers’ insurance and increased professional fees.

 

 

 

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We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

 

Going Concern Uncertainties

 

We currently do not generate sufficient funds from operations to finance our AI business plan. Our auditors noted in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2019, that we experienced negative operating cash flows of US$666,993 for the year ended December 31, 2018, and as at December 31, 2018, we incurred an accumulated deficit of US$123,305 and working capital deficit of US$164,209. As such, our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts. While we believe that we will obtain external financing and the existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months. However, without the infusion of the United States Dollar One Million Dollars (US$1,000,000), we will not be able to implement our AI business plan in any significant manner.

 

   Six Months Ended June 30, 
   2019   2018 
Net cash used in operating activities  $(121,645)  $(210,001)
Net cash used in investing activities       (149,324)
Net cash generated from financing activities  $118,212   $1,789,008 

 

Net Cash Used In Operating Activities.

 

For the six months ended June 30, 2019, net cash used in operating activities was $121,645 which consisted primarily of a net loss of $163,961 and a decrease in accounts receivables of $12,115 offset by an increase in accounts payables and accrued liabilities of $20,284 and depreciation of property, plant and equipment of $9,917.

 

For the six months ended June 30, 2018, net cash used in operating activities was $210,001, which consisted primarily of a net loss of $456,985, an increase in purchase deposits of $8,654,498, and an increase in deposits and prepayments of $331,676 offset by an increase in customer deposits of $8,471,920, an increase in accounts payables and accrued liabilities of $729,266 and depreciation of property, plant and equipment of $34,235.

 

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

 

Net Cash Used In Investing Activities.

 

We did not engage in investing activities for the six months ended June 30, 2019.

 

For the six months ended June 30, 2018, net cash used in investing activities was $149,324 and consisted of purchases of property, plant and equipment.

 

Net Cash Provided By Financing Activities.

 

For the six months ended June 30, 2019, net cash generated from financing activities was $118,212 consisting primarily of advances from Koon Wing, CHEUNG, our former Chief Executive Officer of $128,212, offset by repayments on a finance lease of $10,000.

 

 

 

 25 
 

 

For the six months ended June 30, 2018, net cash provided by financing activities was $1,789,008 consisting primarily of bank borrowings of $1,495,000, advances from Koon Wing, CHEUNG, our former Chief Executive Officer, of $225,721, advances from a related company of $78,287, offset by repayments on a finance lease of $10,000. 

 

Off-Balance Sheet Arrangements

 

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

  

Contractual Obligations and Commercial Commitments

 

We had the following contractual obligations and commercial commitments as of June 30, 2019:

 

Contractual Obligations  Total   Less than 1
Year
   1-3 Years   3-5 Years   More than 5
Years
 
   $   $   $   $   $ 
Amounts due to related parties   278,288    278,288             
Commercial commitments                       
Finance lease obligation   18,333    18,333            
Total obligations   296,621    296,621             

 

Off-Balance Sheet Arrangements

 

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

 

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

 

·Basis of consolidation

 

The condensed consolidated financial statements include the financial statements of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

·Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2019, there was no allowance for doubtful accounts.

 

 

 

 

 26 
 

 

·Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

    Expected useful life    
Service vehicle   8 years    

 

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Depreciation expense for the three months ended June 30, 2019 and 2018 were $4,959 and $14,100, as part of cost of revenue, respectively.

 

Depreciation expense for the six months ended June 30, 2019 and 2018 were $9,917 and $34,235, as part of cost of revenue, respectively.

 

·Impairment of long-lived assets

 

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the six months ended June 30, 2019.

 

·Revenue recognition

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from the rendering of transportation services and recognizes in full upon completion of delivery to the receiver’s location. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

   
identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue as the performance obligation is satisfied.

 

·Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

 

 

 

 27 
 

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the three and six months ended June 30, 2019 and 2018, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2019, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority.

 

·Finance leases

 

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

 

·Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in Hong Kong and the PRC maintain their books and records in their local currency, Hong Kong Dollars ("HK$") and Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

·Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

 

 

 

 28 
 

 

·Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the period ended June 30, 2019 and 2018, the Company operates in one reportable operating segment in the Hong Kong.

 

·Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and finance lease): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

·Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

 

 

 

 29 
 

 

ITEM 3                   Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 4                   Controls and Procedures  

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, as of June 30, 2019, and during the period prior to and including the date of this report, were effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Inherent Limitations

 

Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended June 30, 2019, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

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PART II OTHER INFORMATION

 

ITEM 1                   Legal Proceedings

 

We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

 

ITEM 1A                Risk Factors

 

None

 

ITEM 2                   Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

ITEM 3                   Defaults upon Senior Securities

 

None.

 

ITEM 4                   Mine Safety Disclosures

 

Not applicable.

 

ITEM 5                   Other Information

 

None.

 

 

 

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ITEM 6                   Exhibits

 

Exhibit No.   Description
     
3.1   Articles of Incorporation and Certificate of Amendment to Articles of Incorporation (1)
3.2   Amended and Restated Bylaws (2)
4.1   Specimen certificate evidencing shares of Common Stock (1)
10.1   Lee Tat Transportation Service Contract, effective May 1, 2017, by and between Lee Tat Transportation International Limited and Shanghai Yunda Cargo Co., Ltd. (1)
10.2   Lee Tat Transportation Service Contract, effective May 1, 2017, by and between Lee Tat Transportation International Limited and Suzhou Yuantong Logistic Company, Ltd. (3)
10.3   Employment Agreement, effective January 1, 2015, by and between Lee Tat Transportation International Limited and Koon Wing Cheung (1)
10.4   Intellectual Property Ownership and License Agreement, dated July 19, 2019, by and among Cosmos Group Holdings, Inc., on the one hand, and Hong Kong Healthtech Limited, 深圳傅正勤教育科技有限公司Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited) and their affiliates, on the other hand (4)
10.5   Memorandum of Understanding, dated July 2, 2019, between Cosmos Robotor Holdings Limited and Shenzhen Litang Electronics Company Limited (4)
10.6   Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Miky Y.C. Wan (4)
10.7   Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Tze Wai Albert YIP (4)
10.8   Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Wing Lok Jonathan SO (4)
10.9   Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Kai Chi WONG (4)
10.10   Letter Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Koon Wing Cheung (4)
10.11   Consulting Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Hung-Yi HUNG (4)
21   Subsidiaries*
31.1   Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
31.2   Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS   XBRL Instance Document*
101.SCH   XBRL Schema Document*
101.CAL   XBRL Calculation Linkbase Document*
101.DEF   XBRL Definition Linkbase Document*
101.LAB   XBRL Label Linkbase Document*
101.PRE   XBRL Presentation Linkbase Document*

 

* Filed herewith

(1) Incorporated by reference from our Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 23, 2017.

(2) Incorporated by reference from our Form 10-SB filed with the Securities and Exchange Commission on January 19, 2000, under the name Interactive Marketing Technology, Inc.

(3) Incorporated by reference from the Amendment No. 2 to our Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 31, 2017.

(4) Incorporated by reference from our our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2019.

 

 

 

 

 

 

 

 

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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.

 

 

  COSMOS GROUP HOLDINGS INC.
   
   
  By: /s/Miky Y.C. Wan
    Miky Y.C. Wan
    Chief Executive Officer, President
     
     
   
   
Date:       August 14, 2019  

 

 

 

 

 

 

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