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 MARCH 31, 2018

 

☐      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, 17^th 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)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  S  No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one)

 

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

 

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 ☒

 

As of May 11, 2018, the issuer had outstanding 21,492,933 shares of common stock.

 

 

 

 

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017 (Audited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Month Ended March 31, 2018 and 2017 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (Unaudited)	5
	Condensed Consolidated Statement of Stockholders’ Deficit for the Three Months ended March 31, 2018 and 2017 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	27
ITEM 4	Controls and Procedures	27
PART II	OTHER INFORMATION	28
ITEM 1	Legal Proceedings	28
ITEM 1A	Risk Factors	28
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	28
ITEM 3	Defaults upon Senior Securities	28
ITEM 4	Mine Safety Disclosures	28
ITEM 5	Other Information	28
ITEM 6	Exhibits	29
SIGNATURES		30

 

 

 

 

 

 

 

 

 

PART I   FINANCIAL INFORMATION

 

ITEM 1  Financial Statements

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2018 AND DECEMBER 31, 2017

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

 

		March 31, 2018				December 31, 2017
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents		$	85,094			$	99,583
Restricted cash			1,500,750				–
Accounts receivable			1,957				–
Purchase deposits			8,875,808				194,852
Deposit and prepayment			77,959				75,813
Total current assets			10,541,568				370,248
Non-current assets:
Property, plant and equipment, net			229,304				103,563
TOTAL ASSETS		$	10,770,872			$	473,811
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities		$	536,605			$	33,958
Amount due to a director			489,761				378,256
Amounts due to related parties			135,316				98,669
Customer deposits			8,307,500				–
Bank borrowing			1,495,000				–
Current portion of obligation under finance lease			20,000				20,000
Income tax payable			14,503				14,503
Total current liabilities			10,998,685				545,386
Non-current liabilities:
Deferred tax liabilities			12,999				12,999
Obligation under finance lease			23,333				28,333
Total non-current liabilities			36,332				41,332
TOTAL LIABILITIES			11,035,017				586,718
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 March 31, 2018 and December 31, 2017			21,492				21,492
Accumulated other comprehensive loss			(5,294	)			(5,294	)
Accumulated losses			(280,343	)			(129,105	)
Total stockholders’ deficit			(264,145	)			(112,907	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	10,770,872			$	473,811

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

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

(Unaudited)

 

		Three months ended March 31,
		2018				2017
REVENUE		$	133,726			$	91,718
Cost of revenue			(119,330	)			(75,587	)
Gross profit			14,396				16,131
OPERATING EXPENSES:
General and administrative			(165,172	)			(15,650	)
Total operating expenses			(165,172	)			(15,650	)
(LOSS) INCOME FROM OPERATIONS			(150,776	)			481
Other (expense) income:
Interest income			1				1
Interest expense			(563	)			(566	)
Sundry income			100				142
Total other income (expense)			(462	)			(423	)
(LOSS) INCOME BEFORE INCOME TAXES			(151,238	)			58
Income tax expense			–				(209	)
NET LOSS		$	(151,238	)		$	(151	)
COMPREHENSIVE LOSS		$	(151,238	)		$	(151	)
Net loss per share:
– Basic		$	(0.00	)		$	(0.00	)
– Diluted		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding:
– Basic			21,492,933				10,961,147
– Diluted			21,492,933				10,961,147

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

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

(Unaudited)

 

		Three months ended March 31,
		2018				2017
Cash flows from operating activities:
Net loss		$	(151,238	)		$	(151	)
Adjustments to reconcile net loss to net cash (used in) generated from operating activities
Depreciation of property, plant and equipment			20,135				4,989
Change in operating assets and liabilities:							–
Accounts receivable			(1,957	)			39,740
Purchase deposits			(8,680,956	)			–
Deposits and prepayments			(2,146	)			–
Accounts payables and accrued liabilities			502,647				2,270
Customer deposits			8,307,500				–
Net cash (used in) generated from operating activities			(6,015	)			46,848
Cash flows from investing activities
Purchase of property, plant and equipment			(145,876	)			–
Net cash used in investing activities			(145,876	)			–
Cash flows from financing activities:
Advance from a related party			36,647				–
Advance from (repayment to) a director			111,505				(11,610	)
Proceeds from bank borrowing			1,495,000				–
Repayment of finance lease			(5,000	)			(5,031	)
Net cash generated from (used in) financing activities			1,638,152				(16,641	)
Net change in cash and cash equivalents and restricted cash			1,486,261				30,207
Cash and cash equivalents and restricted cash, beginning of period			99,583				1,581
Cash and cash equivalents and restricted cash, end of period		$	1,585,844			$	31,788
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest		$	563			$	566
Cash paid for tax		$	–			$	–

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

COSMOS GROUP HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

		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	)
Net loss for the period			–				–				–				(151,238	)			(151,238	)
Balance as of March 31, 2018			21,492,933			$	21,492			$	(5,294	)		$	(280,343	)		$	(264,145	)

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(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, 2017 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 March 31, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2018 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, 2017.

 

NOTE—2

ORGANIZATION AND BUSINESS BACKGROUND

 

Cosmos Group Holdings Inc. (the “Company” or “COSG”) was 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, delivery of freight from port to the designated destination, upon the customers’ request. From the first quarter of 2018, the Company actively anticipated a loyalty membership program which offered the members purchasing goods or services with a discounted price. Such service or goods could be variable and the market we have anticipated in the first quarter is motor vehicles market in the People’s Republic of China.

 

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%
COSG International Holdings Limited		British Virgin Islands		Investment holding		10,000 shares at US$1 each		100%
COSG Car International Limited		Hong Kong		Investment holding		10,000 ordinary shares for HK$10,000		100%
Foshan Cosmos Xi Yue Car Rental Company Limited		People’s Republic of China (”PRC”)		Provision of car rental service		US$300,000,000		100%

 

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

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

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.

 

·

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.

 

·

Restricted cash

 

The Company maintains restricted cash accounts held with financial institutions in the PRC, which are pledged as collateral for short-term bank borrowing that will be expired or matured in the next twelve months.

 

·

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 collectibility. 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 March 31, 2018, 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.

 

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

Depreciation expense for the three months ended March 31, 2018 and 2017 were $20,135 and $4,989, 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 months ended March 31, 2018.

 

·

Revenue recognition

 

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.

 

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.

 

·

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.

 

For the three months ended March 31, 2018 and 2017, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2018, the Company did not have any significant unrecognized uncertain tax positions.

 

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

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.

 

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.

 

Translation of amounts from its reporting currencies into US$ has been made at the following exchange rates for the respective period:

 

		March 31, 2018				December 31, 2017
Period-end HK$:US$1 exchange rate			7.8				7.8
Average period HK$:US$1 exchange rate			7.8				7.8
Period-end RMB:US$1 exchange rate			6.78				6.78
Average period RMB:US$1 exchange rate			6.78				6.78

  

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(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 period ended March 31, 2018, the Company operates in two reportable operating segments in the Hong Kong and the PRC. The Company anticipated the new segment in car trading business in the PRC during the first quarter of this fiscal year.

 

·

Commitments and contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

·

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and finance lease obligation): cash and cash equivalents, accounts receivable, purchase deposits, deposit and prepayments, accounts payable and accrued liabilities, income tax payable and amounts due to related parties 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 finance lease obligation 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.

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("ASU") 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB also issued a series of other ASUs, which update ASU 2014-09 (collectively, the “new revenue recognition standard”). This new standard replaces all previous U.S. GAAP guidance on this topic and eliminates all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The impact of the adoption of the new standard was not material to the Company’s condensed consolidated financial statements for the quarter ended March 31, 2018. The Company expects the impact to be immaterial on an ongoing basis.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, and requires a retrospective approach. The Company adopted this standard effective January 1, 2018 and the adoption did not have a material effect on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018.  The Company is evaluating the adoption of ASC 842, but has not determined the effect it may have on the Company’s consolidated financial statements.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The standard requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively, "restricted cash"). Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard retrospectively effective January 1, 2018 and the adoption did not have a material effect on the Company’s consolidated financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

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 $151,238 for the three months ended March 31, 2018. Also, at March 31, 2018, the Company has incurred an accumulated deficit of $280,343 and working capital deficit of $457,117. The continuation of the Company as a going concern through March 31, 2019 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.

 

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

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

PURCHASE DEPOSITS

 

Purchase deposits represent deposit payments made to the vendor for procurement, which are unsecured, interest-free and relieved against account payable when the goods are received by the Company.

 

NOTE—6

AMOUNTS DUE TO RELATED PARTIES

 

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

 

NOTE—7

BANK BORROWING

 

During the three months ended March 31, 2018, the Company obtained the bank borrowing of $1,495,000 (equivalent to RMB10,140,000), with annual interest rate of 5% above the Bank of China Benchmark Lending Rate, monthly payable and repayable in February and March 2019, which is pledged by the restricted cash of the Company.

 

NOTE—8

CUSTOMER DEPOSITS

 

Customer deposits consist of amounts received from customers relating to the sale of motor vehicles in the PRC, which are interest free, unsecured and non-refundable. The Company receives these funds and recognizes them as a current liability until the revenue can be recognized upon the delivery of the title of motor vehicle to the customers in three months’ period from the date of signing the contracts.

 

NOTE—9

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:

 

		March 31, 2018				December 31, 2017
		(Unaudited)				(Audited)
Finance lease		$	45,021			$	50,584
Less: interest expense			(1,688	)			(2,251	)
		$	43,333			$	48,333
Current portion		$	20,000			$	20,000
Non-current portion			23,333				28,333
Total		$	43,333			$	48,333

 

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

As of March 31, 2018, the maturities of the finance lease for each of the three years are as follows:

 

Period ending March 31:
2019		$	20,000
2020			20,000
2021			3,333
Total:		$	43,333

 

NOTE—10

INCOME TAXES

 

The Company generated an operating loss for the three months ended March 31, 2018 and 2017 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 March 31, 2018, the operation in the United States of America incurred $1,952,550 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $410,035 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.

 

Hong Kong

 

The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at a standard income tax rate of 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 three months ended March 31, 2018 and 2017 is as follows:

 

		Three months ended March 31,
		2018				2017
(Loss) income before income taxes		$	(148,443	)		$	58
Statutory income tax rate			16.5%				16.5%
Income tax expense at statutory rate			(24,493	)			10
Tax effect from non-deductible items			3,428				823
Tax effect from non-taxable item			(604	)			–
Tax effect from deductible items			(4,456	)			(1,032	)
Tax loss carryforwards			26,125				408
Income tax expense		$	–			$	209

 

The PRC

 

The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. For the three months ended March 31, 2018, the Company has generated operating loss in the PRC.

 

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

NOTE—11

STOCKHOLDERS’ DEFICIT

 

As of March 31, 2018 and December 31, 2017, the Company had a total of 21,492,933 and 21,492,933 shares of its common stock issued and outstanding, respectively.

 

NOTE—12

RELATED PARTY TRANSACTIONS

 

The Company has been provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its condensed consolidated financial statements.

 

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—13

CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)       Major customer

 

For the three months ended March 31, 2018 and 2017, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:

 

		Three months ended March 31, 2018									March 31, 2018
Customers		Revenues				Percentage of revenues					Accounts receivable
Customer A		$	77,627				58%				$	–
Customer D			43,032				32%					–
Total:		$	120,659				90%		Total:		$	–

 

		Three months ended March 31, 2017									March 31, 2017
Customers		Revenues				Percentage of revenues					Accounts receivable
Customer D		$	66,861				73%				$	–
Customer B			11,612				13%					–
Total:		$	78,473				86%		Total:		$	–

 

All customers are located in the Hong Kong.

 

(b)       Major vendors

 

For the three months ended March 31, 2018, one vendor represented more than 10% of the Company’s purchase. This vendor (Vendor A) accounted for 57% of the Company’s purchase amounting to $32,717, with $0 of accounts payable.

 

For the three months ended March 31, 2017, one vendor represented more than 10% of the Company’s operating cost. This vendor accounted for 18% of the Company’s operating cost amounting to $9,429 with $0 of accounts payable.

 

All vendors are located in the Hong Kong.

 

 

 

 

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

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

(Unaudited)

 

 

(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 finance lease 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 March 31, 2018, borrowings under finance leases 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$, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

 

(f)       Economic and political risks

 

The Company's operations are conducted in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

 

The Company's operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

 

NOTE—14

SUBSEQUENT EVENTS

 

The Company evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

 

 

 

 

 

 

 

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

 

We are a Hong Kong based specialty commercial logistic company and online to offline vehicle purchasing platform. 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, and expect to provide small parcel delivery service in cities near Shanghai in the near future. 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.

 

In the first quarter of 2018, we began operating our online to offline (O2O) vehicle purchasing platform solution through COSG Car International Limited, a Hong Kong private limited company (“Car International”) and Foshan Cosmos Xi Yue Car Rental Co. Ltd a wholly foreign owned entity (“WFOE”). Through our platform, we offer an online to offline loyalty membership program, which allows members to purchase competitively priced goods and services, with the intent of developing an ecosystem that will provide our members with discounted products and services relating to vehicle purchasing, leasing, and maintenance and other services. Concurrently, we also intend to build a business ecosystem from the big data obtained from our members and other participants of our O2O platform. Our current core product is future car purchasing services whereby we offer our customers the opportunity to purchase a car at a 3%-30% discount. We expect to initially target the Guangdong, China market.

 

We expect to focus our resources on exploring market opportunities in the auto markets in China and America, especially the synergy and application with big data in the near future. We do not have any current intention to further develop our logistics business segment at this time.

 

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.

 

 

 

 

 

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 $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.

 

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 $0.001, from 90,000,0000 shares to 500,000,000 and its preferred stock, par value $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 $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.

 

Our O2O Vehicle Sales and Leasing Platform Solution

 

Through our online platform, we seek to develop an ecosystem, which will address the entire vehicle purchasing, leasing and maintenance process. We operate our membership program and O2O vehicle sales and leasing business through COSG Car International Limited, a Hong Kong private limited company (“Car International”) and Foshan Cosmos Xi Yue Car Rental Co. Ltd a wholly foreign-owned enterprise incorporated in China (“COSG WFOE”).

 

We launched our online platform in the first quarter of 2018 after engaging in two months of research and promotional activity in the China auto market. On October 27, 2017, we held a soft launch event for our car sales and leasing business in the City of Foshan and obtained a nonbinding intent of cooperation from Foshan Xi Yue Yi Car Rental Limited, an offline physical car sales and leasing service provider (“XYY”), that has almost 20 retail locations in China.

 

We expect to focus on developing our membership program and O2O Vehicle Sales and Leasing Platform Solution in the near future. We currently target members located in the city of Foshan and its environs in Guangdong, China, and hope to eventually expand to Beijing and Shanghai during 2018 or early 2019. We expect our customers to consist of individuals, corporate clients, smaller car leasing companies, car dealers and vehicle manufacturers. Our members access our platform solution services via our website. We are in the process of developing an app to enhance our services for our members.

 

As market warming and promotion, during the quarter ended March 31, 2018, we offered customers one year free annual membership to our platform to allow them to enjoy the benefit of purchasing discounted goods from our platform. During the promotion period, we generated income from vehicle sales and investment vehicle leasing services. We expect to assess and collect an annual membership fee as core revenue in the near future.

 

Future Car Purchasing Services

 

Our current core product is future car purchasing services whereby we offer members of our online ecosystem and nonmembers the opportunity to purchase a car at a 3%-30% discount. The degree of discount will vary based upon the make and number of vehicles selected. With respect to customers referred from T-Mall, vehicles will be delivered within one month in the future, depending upon the make and model. Based on our favorable relationship with a few major car dealers and our financial credit, we hope to be able to provide vehicles at a competitive price.

 

We expect XYY to complete any offline portion of the vehicle purchasing process. Vehicles will also be delivered to XYY retail locations, where the client will complete the purchase and title transfer process. Our platform will complete the flow and payment of purchasing with car dealers.

 

Investment Vehicles Leasing Services

 

We also serve as a platform by offering an investment vehicle long term leasing paring services, whereby we facilitate the purchase and refer one or more vehicles on behalf of investors who purchase vehicles for the purpose of leasing it to third parties who have leasing business. We act as a coordinator and introducer to those third party leasing companies, Any profit derived from the leasing arrangement is shared between us, the investor and our cooperation partner XYY.

 

 

 

 

Membership Revenue/Services

 

We expect to generate revenue from members of our O2O platform. During the quarter ended March 31, 2018, we offered free platform memberships as a promotion to build membership. We began enrolling members in April 2018, and expect members to pay annual membership fees on a going forward basis. Among other things, we offer our members the opportunity to purchase vehicles at competitive prices and an attractive package of benefits, including discount insurance products, car accessories, maintenance services, and access to our vehicle resale platform. We anticipate that we will actively seek bulk-pricing arrangements with local car dealers, repair service shops, insurance brokers and other related service providers. We also expect to obtain and aggregate customer information during the course of our operations. We intend to internally apply this data to refine our customer attraction and retention and other aspects of our operations.

 

Sales and Marketing.

 

Logistics Segment

 

We expect to continue to focus on providing express delivery and logistic services to cable and data equipment suppliers in Hong Kong and mainland China. We anticipate focusing on business to business marketing, cold callings or attending local chamber of commerce events to obtain customers. In the near future, we expect to focus on consolidating our Hong Kong and Shanghai operations. We will sustain and consolidate the existing business in Hong Kong, and the branch in Hong Kong will also support our Shanghai client (Yunda) and the Suzhou office for cross border logistic and delivery. We do not have any current intention to further develop our logistics business segment at this time.

 

O2O Platform Segment

 

We attract customers from our internal marketing efforts, business relationships of our executive management team, and through cooperation partners such as XYY and other small car stores in Foshan. Effective February 9, 2018, we, through our wholly foreign owned enterprise in China (COSG WFOE), entered into a COSG Car APP Promotion and Membership Management Collaboration Agreement (the “Car APP Agreement”) with Foshan Shen Fan Technology Limited (“Foshan Shen Fan”), an O2O servicing company. Pursuant to the Car APP Agreement, Foshan Shen Fan agreed to promote the registration and sales of memberships on behalf of COSG, with the goal of achieving 100,000,000 registered COSG Car APP members. COSG agreed to provide its Car APP designed for use by COSG vehicle members and after-app customer service and operating environment. COSG agreed to pay Foshan Shen Fan certain fees which are more fully set forth in the Car APP Agreement. The collaboration expires in 2019.

 

Effective February 9, 2018, we, through COSG WFOE, also entered into an E-commerce Strategic Cooperation Agreement (the “Cooperation Agreement”) with Foshan Shen Fan. Pursuant to the Cooperation Agreement, Foshan Shen Fan agreed to build and operate an online ecommerce store for the sale of cars, which e-store will be accessed through T-Mall, Foshan’s Alibaba China Station account. Foshan Shen Fan is expected to sell 30,000 vehicles in 2018. COSG agreed to pay Foshan Shen Fan certain fees which are more fully set forth in the Cooperation Agreement.

 

Major Customers.

 

All of our major customers are located in Hong Kong. During the three months ended March 31, 2018, and 2017, the following customers accounted for 10% or more of our total net revenues:

 

		Three Months ended March 31, 2018								March 31, 2018
		Revenues				Percentage of revenues				Accounts receivable
Hip Tung Cables Company Limited		$	77,627				58%				–
Peaceman Cable Engineering Limited			43,032				32%				–
TOTAL		$	120,659				90%				–

 

		Three Months ended March 31, 2017								March 31, 2017
		Revenues				Percentage of revenues				Accounts receivable
Peaceman Cable Engineering Limited		$	66,861				73%				–
Polygon Cable Supplies Ltd			11,612				13%				–
TOTAL		$	78,473				86%				–

 

 

 

 

 

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 three months ended March 31, 2018, one vendor, Po Won Transportation Company Limited, represented more than 10% of the Company’s operating cost. This vendor accounted for 57% of the Company’s operating cost amounting to $32,717 with $0 of accounts payable.

 

All of our major vendors are located in Hong Kong. For the three months ended March 31, 2017, one vendor, Tak Lee Transportation Company, represented more than 10% of the Company’s operating costs. This vendor accounted for 18% of the Company’s operating costs amounting to $9,429 with $0 of accounts payable.

 

Effective January 20, 2018, we, through COSG Car International Limited, our wholly owned subsidiary, entered into a Car Rental Collaboration Agreement (the “Car Rental Collaboration Agreement”) with Foshan Xi Yue Yi Car Rental Limited (“XYY”), an offline physical vehicle sales and leasing company. Pursuant to the Car Rental Collaboration Agreement, XYY agreed to lease to third parties vehicles provided by COSG and its customers. In consideration, XYY and COSG shall share leasing revenue upon transaction specific terms. The collaboration expires February 19, 2021, unless it is renewed on or before January 18, 2021. Huan-Ting Peng, our Chief Operating Officer, owns approximately 51% of XYY and is an officer and executive director of XYY.

 

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.

 

Our car sales business is highly correlated with China’s economic cycle, having its low season during Chinese Lunar New Year.

 

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.

 

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 $151,238 for the three months ended March 31, 2018, and $151 for the three months ended March 31, 2017, respectively. As of March 31, 2018, our current assets and current liabilities were $10,541,568 and $10,998,685, respectively. We had current assets of $370,248 and current liabilities of $545,386 as of December 31, 2017. Our auditors have prepared our financial statements for the years ended December 31, 2017 and 2016 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 March 31, 2018 and March 31, 2017

 

As of March 31, 2018, we suffered from a working capital deficit of $457,117. 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 March 31, 2018, compared to the three months ended March 31, 2017:

 

		Three months ended March 31,
		2018				2017
Revenue		$	133,726			$	91,718
Cost of revenue			(119,330	)			(75,587	)
Gross profit			14,396				16,131
General and administrative expenses			(224,599	)			(15,650	)
Income (loss) from operation			(210,203	)			481
Total other expense			(58,965	)			(423	)
Income tax expense			–				(209	)
NET LOSS		$	(151,238	)		$	(151	)

 

Revenue. We generated revenues of $133,726 and $91,718 for the three months ended March 31, 2018 and 2017. The increase in revenue is attributable to the expansion of our business into Shanghai and our contract with Shanghai Yunda Cargo Limited. We anticipate that our revenues will continue increase in the near future as our loyalty membership program develops and as we continue to derive income from vehicles sales and leasing paring operations.

 

During the three months ended March 31, 2018 and 2017, the following customers accounted for 10% or more of our total net revenues:

 

		Three months ended March 31, 2018									March 31, 2018
Customer		Revenues				Percentage of revenues					Accounts receivable
Peaceman Cable Engineering Limited		$	43,032				32%				$	–
Hip Tung Cables Company Limited			77,627				58%					–
Total:		$	120,659				90%		Total:		$	–

 

Three months ended March 31, 2017

March 31, 2017

Customer

Revenues

Percentage of revenues

Accounts receivable

Peaceman Cables Engineering Limited

66,450

77%

–

Polygon Cable Supplies Ltd

11,541

13%

–

Total:

$

77,991

90%

Total:

$

–

 

All of our major customers are located in Hong Kong.

 

Cost of Revenue. Cost of revenue for the three months ended March 31, 2018, was $119,330, and as a percentage of net revenue, approximately 89%. Cost of revenue for the same period ended March 31, 2017, was $75,587. Cost of revenue as a percentage of net revenue for the three months ended March 31, 2017 was approximately 82%. Cost of revenue increased primarily as a result of the increase in our business volume.

 

Gross Profit. We achieved a gross profit of $14,396 and $16,131 for the three months ended March 31, 2018, and 2017, respectively. The decrease in gross profit is primarily attributable to decreased business in Shanghai.

  

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $224,599 and $15,650 for the three months ended March 31, 2018, and 2017, respectively. The increase in G&A is primarily attributable to our increased business volume as well as professional, administrative and other fees associated with being a reporting act company.

 

 

 

 

 

G&A as a percentage of net revenue was approximately 167% and 17% for the three months ended March 31, 2018 and 2017, respectively. The increase in G&A is attributable to our increased business activities, including the establishment and operation of our O2O Vehicle Purchasing and Leasing Platform. As a general matter, we expect our G&A to increase in the foreseeable future as we expand our business operations, including an anticipated increase in employees.

 

Other Expense, net. We incurred net other expense of $462 for the three months ended March 31, 2018, as compared to -$423 for the three months ended March 31, 2017. Our net other expenses for the three months ended March 31, 2018 and 2017 consisted primarily of interest expenses.

 

Income Tax Expense. Our income tax expenses for the three months ended March 31, 2018 and 2017 was $0 and $209, respectively. The decrease in income tax expenses was primarily attributable to the larger net loss that we incurred as a result of greater operating expenses.

 

Net Loss. During the three months ended March 31, 2018, we incurred a net loss of $151,238, as compared to $151 for the same period ended March 31, 2017. The increase in net loss is primarily attributable to costs associated with establishing and operating our O2O Vehicle Purchasing and Leasing Platform and increased general and administrative expenses resulting from being a reporting act company.

 

Liquidity and Capital Resources

 

As of March 31, 2018, we had cash and cash equivalents of $85,094, restricted cash of $1,500,750, accounts receivable of $1,957 and incurred a net loss of $151,238 for the three months ended March 31, 2018. As of December 31, 2017, we had cash and cash equivalents of $99,583, accounts receivable of $0 and incurred a net loss of $151.

 

We expect to incur significantly greater expenses in the near future as we expand our 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.

 

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

 

Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital may include the sale of equity securities, which include common stock sold in private transactions, 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 operations for at least the next 12 months.

 

		Three Months Ended March 31,
		2018				2017
Net cash (used in) generated from operating activities		$	(6,015	)		$	46,848
Net cash used in provided by investing activities			(145,876	)			–
Net cash generated from (used in) financing activities		$	1,638,152			$	(16,641	)

 

Net Cash (Used In) Generated From Operating Activities.

 

For the three months ended March 31, 2018, net cash used in operating activities was $6,015, which consisted primarily of a net loss of $151,238 offset by decrease in accounts receivable of $1,957, an increase in purchase deposits of $8,680,956, an increase in deposits and prepayments of $2,146, an increase in account payable and accrued liabilities of $502,647, an increase in customer deposits of $8,307,500, and depreciation of property, plant and equipment of $2,135.

 

For the three months ended March 31, 2017, net cash used in operating activities was $46,848, which consisted primarily of a net loss of $58, an increase in accounts receivable of $39,740 and depreciation of property, plant and equipment of $4,989, offset by a decrease in accrued liabilities and other payables of $2,270.

 

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.

 

For the three months ended March 31, 2018, net cash used in investing activities was $145,876 consisting of the purchase of property, plant and equipment.

 

Net Cash Generated From (Used In) Financing Activities.

 

For the three months ended March 31, 2018, net cash generated from financing activities was $1,638,152 consisting primarily of advances from Koon Wing, CHEUNG, our Chief Executive Officer of $111,505, and proceeds from bank borrowing of $1,495,000, offset by repayments on a finance lease of $5,000.

 

For the three months ended March 31, 2017, net cash used in financing activities was $16,641, consisting primarily of repayment to Koon Wing, CHEUNG, our Chief Executive Officer of $11,610, and repayment on a finance lease of $5,031.

 

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 March 31, 2018:

 

Contractual Obligations		Total				Less than 1 Year				1-3 Years				3-5 Years				More than 5 Years
		$				$				$				$				$
Amounts due to related parties			625,077				625,077				–				–				–
Commercial commitments
Finance lease obligation			43,333				20,000				23,333
Bank loan repayment			1,495,000				1,495,000								–				–
Total obligations			2,163,410				2,140,077				23,333				–				–

 

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 collectibility. 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.

 

·

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.

 

·

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.

 

·

Revenue recognition

 

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.

 

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.

 

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.

 

 

 

 

 

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.

 

·	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.

 

·	Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and finance lease obligation): cash and cash equivalents, accounts receivable, purchase deposits, deposit and prepayments, accounts payable and accrued liabilities, income tax payable and amounts due to related parties 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 finance lease obligation 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.

 

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 March 31, 2018, 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 March 31, 2018, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

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

 

Additional Risk Factors Related to Our O2O Platform Solution

 

Our expected profits and financial condition may be adversely affected if we are unable to sell our vehicles at the anticipated price. With respect to our future our leasing product, we compete on the basis of price. If we are unable to negotiate significant negotiate bulk purchasing concessions or sell at our expected price, we may not be able to generate our anticipated profit, which may affect the speed at which our expansion plans are implemented or even the expected focus of our resources.

 

The profitability of our investment car leasing services is dependent upon us successfully and timely connecting investors with leasing customers. We are obligated to begin making profit allocations to the investor based upon contractual agreement regardless of whether the vehicle has actually been leased or whether payment was received. If we are unable to timely lease out our vehicles, or if the customers fail to timely pay, if at all, our expected profits, financial condition and results of operations will be adversely affected.

 

We depend on vehicle purchasing and leasing members for revenue and, accordingly, our revenue is dependent upon the success and economic viability of our members. We believe that the state of China’s economy and other factors including concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit may affect consumer confidence and market volatility. These events and market upheavals may have an adverse impact on us. Market downturns may affect vehicle purchase and lease decisions, which may adversely affect our profit and results of operations. This may, in turn, make it more difficult for us to raise funds if necessary, and place downward pressure on our stock price.

 

Vehicle purchase and lease decisions may be affected by government infrastructure policies. Vehicle buying and leasing decisions are greatly dependent upon the quality and accessibility of roads, public transportation, and population levels. Unforeseen changes in government policies affecting any of the foregoing to which we fail to respond could adversely affect our operating results and financial position.

 

The success of our O2O vehicle sales and leasing platform solution depends upon the continued cooperation of our executive officers and cooperation partners. The success and viability of our O2O vehicle sales and leasing platform will depend upon the continued services of our executive officers who are developing our business, especially Huan-Ting Peng, our Chief Operating Officer, and the continued cooperation of XYY and Foshan Shen Fan in servicing and attracting members. The loss of the services of Huan-Ting Peng, the loss of key cooperation partners, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop, operate and execute on our platform solution, which could adversely affect our financial results and impair our growth.

 

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.

 

 

 

 

 

 

 

 

ITEM 6

Exhibits

 

Exhibit No.		Description
3.1		Articles of Incorporation and Certificate of Amendment to Articles of Incorporation (2)
3.2		Amended and Restated Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock (2)
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. (2)
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. (2)
10.4		COSG Car APP Promotion and Membership Management Collaboration Agreement dated February 9, 2018, by and between Foshan Cosmos Xi Yue Car Rental Limited and Foshan Shen Fan Technology Limited (4)
10.5		E-Commerce Strategic Cooperation Agreement dated February 9, 2018, by and between Foshan Cosmos Xi Yue Car Rental Limited and Foshan Shen Fan Technology Limited (4)
10.6		Car Rental Collaboration Agreement dated January 20, 2018, by and between COSG Car International Limited and Foshan YY Car Rental Limited (5)
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 Form 10-SB filed with the Securities and Exchange Commission on January 19, 2000, under the name Interactive Marketing Technology, Inc.

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

(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 7, 31, 2017.

(4) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2018.

(5) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2018.

 

 

 

 

 

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/Koon Wing Cheung
		Koon Wing Cheung
		Chief Executive Officer
Date:       May 14, 2018