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EX-32.1 - Anvia Holdings Corpex32-1.htm
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EX-31.1 - Anvia Holdings Corpex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the Quarterly Period Ended March 31, 2018

 

OR

 

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

 

For the transition period from ______________ to ______________

 

Commission File No. 000-55673

 

ANVIA HOLDINGS CORPORATION

(Exact name of small business issuer as specified in its charter)

 

DELAWARE   81-3416105
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

1125 E. Broadway #770, Glendale, CA 91205

(Address of principal executive offices)

 

(323) 713-3244

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition 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 [X]
    Emerging growth company [X]

 

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. [  ]

 

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

 

The number of shares of Common Stock, $0.0001 par value, of the registrant outstanding at May 21, 2018 was 19,013,367.

 

 

 

 
   

 

TABLE OF CONTENTS

 

  Page No.
PART I.  
   
Item 1. Financial Statements. 4
   
Condensed Consolidated Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017 4
   
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2018 and 2017 (Unaudited) 5
   
Condensed Consolidated Statements of Cash Flows for the three Months ended March 31, 2018 and 2017 (Unaudited) 6
   
Notes to Unaudited Condensed Consolidated Financial Statements 7
   
Item 2. Management’s Discussion and Analysis or Plan of Operation 13
   
Item 3. Quantitative and Qualitative Disclosures About Market Risks. 18
   
Item 4. Controls and Procedures 18
   
PART II.  
   
Item 1. Legal Proceedings. 19
   
Item 1A. Risk Factors. 19
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 19
   
Item 3. Defaults Upon Senior Securities. 19
   
Item 4. Mine Safety Disclosures. 19
   
Item 5. Other Information. 19
   
Item 6. Exhibits. 19
   
SIGNATURES 20
   
EXHIBIT INDEX 21

 

2
 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

 

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.

 

3
 

 

PART I.

 

Item 1. Financial Statements.

 

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

Condensed Consolidated Balance Sheets

 

     March 31, 2018     December 31, 2017  
     (UNAUDITED)        
ASSETS                
                 
Current Assets                
Cash and cash equivalents   $ 733     $ 468  
Accounts receivable     4,768       81,000  
Due from related parties     4,503       9,269  
                 
Total Current Assets     10,004       90,737  
                 
Computer software, net     27,000       28,500  
                 
Other Assets                
 Prepaid deposits for acquisitions     55,297       23,200  
Total Other Assets     55,297       23,200  
                 
Total Assets   $ 92,301     $ 142,437  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current Liabilities                
Accounts payable   $ 9,276     $ 18,639  
Accounts payable - related party     -       10,500  
Accrued liabilities     37,534       29,614  
Payable to related party     3,000       3,000  
Payable to affiliate     -       4,120  
Total Current Liabilities     49,810       65,873  
                 
Commitments and Contingencies (Note 6)                
                 
Stockholders’ Equity                
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000 shares and none issued and outstanding at March 31, 2018 and December 31, 2017, respectively     -       -  
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,003,367 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively     1,900       1,900  
Discount on common stock     (500 )     (500 )
Additional paid in capital     158,471       158,471  
Stock subscriptions received in advance     420       420  
Accumulated other comprehensive loss     (343 )     (278 )
Accumulated deficit     (117,457 )     (83,449 )
Total Stockholders’ Equity     42,491       76,564  
                 
Total Liabilities and Stockholders’ Equity   $ 92,301     $ 142,437  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

4
 

 

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

    For the Three Months Ended March 31,  
    2018     2017  
             
Revenue   $ 17,839     $ -  
                 
Cost of Revenue     4,369       -  
                 
Gross Profit     13,470       -  
                 
Operating Expenses                
Consulting expenses     17,800       10,300  
Travel expenses     15,560       8,880  
Other general and administrative     12,347       5,720  
                 
Total Operating Expenses     45,707       24,900  
                 
Loss from Operations     (32,237 )     (24,900 )
                 
Other Expense                
Foreign exchange loss     (1,771 )     -  
Total Other Loss     (1,771 )     -  
                 
Loss before Income Tax     (34,008 )     (24,900 )
                 
Provision for Income Tax     -       -  
                 
Net Loss   $ (34,008 )   $ (24,900 )
                 
Other Comprehensive Income                
Foreign currency translation gain     65       -  
                 
Comprehensive Loss   $ (33,943 )   $ (24,900 )
                 
Basic and Diluted Net Loss Per Share   $ (0.00 )   $ (0.00 )
                 
Weighted Average Number of Shares Outstanding - Basic and Diluted     19,003,367       9,349,450  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

5
 

 

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    For the Three Months Ended March 31,  
    2018     2017  
Cash Flows from Operating Activities                
Net loss   $ (34,008 )   $ (24,900 )
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:                
Redemption of common stock in connection with the change of control     -       (1,950 )
Amortization of computer software     1,500       -  
Changes in operating assets and liabilities                
Accounts receivable     76,128       -  
Prepaid deposits     -       (4,278 )
Accounts payable     (13,639 )     -  
Accounts payable - related party     (10,500 )     -  
Accrued liabilities     12,289       (1,729 )
Net Cash Provided by (Used in) Operating Activities     31,770       (32,857 )
                 
Cash Flows from Investing Activities                
Net cash paid for earnest deposit for acquisitions     (52,853 )     -  
Net Cash Used In Financing Activities     (52,853 )     -  
                 
Cash Flows from Financing Activities                
Cash proceeds advanced from related party     21,359       4,116  
Cash proceeds from stock subscriptions received in advance     -       475  
Cash proceeds from sale of common stock     -       29,275  
Net Cash Provided by Financing Activities    

21,359

      33,866  
                 
Effect of exchange rate changes on cash     (11 )     -  
                 
Net Increase in Cash and Cash Equivalents     265       1,009  
                 
Cash and Cash Equivalents, Beginning of the Period     468       -  
                 
Cash and Cash Equivalents, End of the Period   $ 733     $ 1,009  
                 
Supplemental Disclosures of Cash Flow Information                
Cash paid for income taxes   $ -     $ -  
Cash paid for interest   $ -     $ -  
                 
Supplemental Disclosure of Non-cash Investing and Financing Activities:                
Common stock subscriptions receivable   $  -     $ 1,277  
Common stock issued to founders for no consideration   $ -     $ 500  
Common stock to be issued for share exchange acquisition   $ 3,000     $ -  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

6
 

 

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

March 31, 2018

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

 

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we”, and “ANVIA” shall mean Anvia Holdings Corporation, a Delaware corporation.

 

Anvia Holdings Corporation (formerly Dove Street Acquisition Corporation) was incorporated on July 22, 2016 under the laws of the state of Delaware. The Company is engaged in the development and commercialization of web-based technology, the “Anvia Loyalty” and “Anvia Learning” mobile applications, and other intellectual property (collectively the “Anvia Technology”), as evidenced by the introduction of the Anvia Technology into the stream of commerce, and the Company’s commercial relationships with third parties.

 

On January 10, 2017, the Company effected a change of control by cancelling an aggregate of 19,500,000 shares of common stock of existing shareholders, issuing 5,000,000 shares of common stock to its sole officer and director; electing new officer and director and accepting the resignations of its then existing officers and directors. In connection with the change of control, the sole shareholder of the Company and its board of directors unanimously approved the change of the Company’s name from Dove Street Acquisition Corporation to Anvia Holdings Corporation.

 

On January 2, 2018, the Company entered into a stock-for-stock acquisition agreement (the “Acquisition”) with Anvia (Australia) Pty Ltd., an entity organized and incorporated under the laws of Australia. Pursuant to the terms of the Acquisition, the Company agreed to issue to the owner of Anvia (Australia) 5,000 shares of its common stock, valued at $0.60 per share as the fair value of the common stock, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange and restructuring of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the Company, is the spouse of Ms. Lindita Kasa, the sole shareholder of Anvia (Australia) Pty Ltd, prior to the acquisition. The Company issued the shares to Ms. Lindita Kasa on May 10, 2018.

 

Anvia (Australia) Pty Ltd specializes in designing and implementing a complete eco-system for tradesmen in Australia by sourcing, training and placing employees for its clients for agreed compensation. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts of its wholly-owned subsidiary, Anvia (Australia) Pty Ltd.

 

Basis of Presentation

 

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at March 31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018. The consolidated balance sheets as of December 31, 2017 is derived from the Company’s audited financial statements.

 

Since the Company and Anvia (Australia) Pty Ltd were under Mr. Ali Kasa’s common control prior to the Acquisition on January 2, 2018, the Acquisition is accounted for as a restructuring transaction in accordance with generally accepted accounting principles (“GAAP”). The Company has recast prior period consolidated financial statements to reflect the conveyance of Anvia (Australia) Pty Ltd. to the Company as if the restructuring transaction had occurred as of the earliest date of the consolidated financial statements.

 

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim condensed consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s 2017 Annual Report filed with the Securities and Exchange Commission on Form 10-K on April 17, 2018.

 

Going Concern

 

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenue and has sustained operating losses since inception to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $34,008 for the three months ended March 31, 2018, had a working capital deficit of $39,806, and an accumulated deficit of $117,457 as of March 31, 2018 and $83,449 as of December 31, 2017. The Company incurred a net loss of $24,900 and negative cash flows from operating activities of $32,857 for the three months ended March 31, 2017, had a working capital deficit of $2,350 and accumulated deficit of $32,462 as of March 31, 2017. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

7
 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Anvia (Australia) Pty Ltd. All intercompany transactions and balances are eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had cash balances of $733 and $468 as of March 31, 2018 and December 31, 2017, respectively.

 

Accounts Receivable

 

Accounts receivable represent income earned from vocational training and education programs provided for the construction tradesmen to its customers for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. The Company has recorded accounts receivable of $4,768 and $81,000 as of March 31, 2018 and December 31, 2017, respectively.

 

Concentration of Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and prepaid deposits. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at March 31, 2018 and December 31, 2017, respectively.

 

Revenue Recognition

 

The Company provides vocational training and education for construction tradesman that need qualifications for roofing, plumbing, home renovation, electrical and carpentry. The Company’s training packages vary in price according to the different types of vocational training and education programs purchased by the customers. The Company recognizes revenue upon the completion of the vocational training courses and education programs offered to its customers. The Company recognizes as revenue any deposits previously received, as they are non-refundable upon commencement of the vocational training courses.

 

The Company’s revenue recognition policy is based on the revenue recognition criteria established in accordance with Accounting Standards Codification (ASC) 605. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence of an arrangement - the Company and the customer enters into a signed contract; (2) delivery has occurred - as noted above, upon the commencement of the training course, the deposit is non-refundable per the terms of the signed contract and upon completion of the course, the Company has provided all services to be delivered to the customer under the contract; (3) the price is fixed and determinable - the signed contract indicates a fixed dollar amount for the training for the courses enrolled by the customer; (4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the training upon the completion of the training course.

 

Foreign Currency Translation

 

The Company uses the United States dollar (“USD”) for financial reporting purposes. The Company maintains the books and records in its functional currency, being the primary currency of the economic environment in which its operations are conducted. For reporting purpose, the Company translates the assets and liabilities to U.S. dollars using the applicable exchange rates prevailing at the balance sheet dates, and the statements of income are translated at average exchange rates during the reporting periods. Gain or loss on foreign currency transactions are reflected on the income statement. Gain or loss on financial statement translation from foreign currency are recorded as a separate component in the equity section of the balance sheet and is included as part of accumulated other comprehensive income. The functional currency of the Company’s subsidiary in Australia is Australian Dollars (“AUD”).

 

8
 

 

The exchange rates used to translate amounts in AUD into USD for the purposes of preparing the financial statements were as follows:

 

March 31, 2018    
Balance sheet   AUD 1.00 to USD 0.77
Statement of operations and comprehensive loss   AUD 1.00 to USD 0.79

 

December 31, 2017    
Balance sheet   AUD 1.00 to USD 0.78
Statement of operations and comprehensive loss   AUD 1.00 to USD 0.77

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

Earnings (Loss) Per Common Share

 

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2018 and December 31, 2017, there were no convertible notes, options or warrants available for conversion that if exercised, may dilute future earnings per share.

 

Fair value of Financial Instruments and Fair Value Measurements

 

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts receivable, prepaid deposit for acquisitions, accounts payable, accrued liabilities and payable to related party. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

Reclassifications

 

Certain classifications have been made to the prior year consolidated financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

 

9
 

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December 15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its consolidated financial statements.

 

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company has evaluated the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

 

In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement-Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

NOTE 3 – PREPAID DEPOSITS FOR ACQUISITIONS

 

The Company had prepaid deposits of $55,297 and $23,200 at March 31, 2018 and at December 31, 2017, respectively. Prepaid deposits of $55,297 at March 31, 2018 consisted of (i) $35,297 prepayment for the acquisition of an entity named Global Institute of Vocational Education, located in Australia, specializing in designing, implementing and maintaining B2B software solutions for Anvia eco-system for tradesmen in Australia and globally; and (ii) $20,000 prepayment towards acquisition of an entity named All Crescent Sdn Bhd located in Malaysia. Prepaid deposits at December 31, 2017 consisted of (i) 20,000 prepaid to a third party towards acquisition of an entity named All Crescent Sdn Bhd located in Malaysia, and (ii) $3,200 prepayment towards acquisition of Global Institute of Vocational Education.

 

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NOTE 4 – ACCRUED LIABILITIES

 

Accrued liabilities were comprised of the following:

 

   March 31, 2018   December 31, 2017 
Professional fees  $20,857   $23,230 
Consulting fees   14,943    6,384 
Other accrued expenses   1,734    - 
Total  $37,534   $29,614 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

The related parties of the Company with whom transactions are reported in these financial statements are as follows:

 

Name of entity of individual   Relationship with the Company and its subsidiary
Ali Kasa   Director and CEO of the Company
Egnitus Australia Pty Ltd   Entity controlled by Mr. Ali Kasa
Lindita Kasa   Spouse of Ali Kasa and former sole shareholder of Anvia (Australia) Pty Ltd
Egnitus Holdings Pty Ltd   Entity controlled by Mr. Ali Kasa

 

Transactions

 

Accounts Payable

 

   March 31, 2018   December 31, 2017 
Egnitus Holdings Pty Ltd  $-   $10,500 

 

Accounts payable was for the cost of training and consulting services provided to the Company’s customers.

 

Payable to Related Party

 

   March 31, 2018   December 31, 2017 
Lindita Kasa  $3,000   $3,000 

 

Payable to Mrs. Lindita Kasa was for the cost of purchase of Anvia (Australia) Pty Ltd.

 

Payable to Affiliate

 

   March 31, 2018   December 31, 2017 
Egnitus Australia Pty Ltd  $-   $4,120 

 

Payable to affiliate was for the Company’s working capital needs. Funds advanced to the Company are non-interest bearing, unsecured and due on demand.

 

Due from Related Parties

 

   March 31, 2018   December 31, 2017 
Ali Kasa  $4,162   $6,807 
Egnitus Holdings Pty Ltd   341    - 
Egnitus Australia Pty Ltd   -    2,462 
   $4,503   $9,269 

 

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The Company paid for travel and other expenses of Mr. Ali Kasa prior to the change in control that occurred on January 10, 2017. The Company deemed these expenses as personal expenses of the officer and recorded those amounts as due from the officer.

 

The amount due from related parties are non-interest bearing, unsecured and due on demand.

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Legal Costs and Contingencies

 

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.

 

If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

The Company’s capitalization at March 31, 2018 was 100,000,000 authorized common shares with a par value of $0.0001 per share, and 20,000,000 authorized preferred shares with a par value of $0.0001 per share.

 

Common Stock

 

On January 2, 2018, the Company entered into a stock-for-stock acquisition agreement (the “Acquisition”) with Anvia (Australia) Pty Ltd, an entity organized under the laws of Australia. Pursuant to the terms of the Acquisition, the Company issued to the owner of Anvia (Australia) Pty Ltd 5,000 shares of its common stock, valued at $0.60 per share as the fair value of the common stock, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange and restructuring of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the Company, is the spouse of Mrs. Lindita Kasa, the sole shareholder of Anvia (Australia) Pty Ltd, prior to the acquisition. The Company issued the shares to Ms. Lindita Kasa on May 10, 2018. The Company has recast prior period financial statements to reflect the conveyance of Anvia (Australia) to the Company as if the restructuring had occurred as of the earliest date of the consolidated financial statements.

 

As a result of all common stock issuances, the total issued and outstanding shares of common stock at March 31, 2018 and December 31, 2017 were 19,003,367.

 

Preferred stock

 

Series A Preferred Stock

 

The Company’s directors and officers have a beneficial ownership of the entire class of the Company’s Series A Preferred Stock, which voting together as a class, have the right to vote 51% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

 

Other than the Majority Voting Rights, our Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever; provided, however, he Series A Preferred Stock and the rights associated therewith, could act to prevent or delay a change in control.

 

In February 2017, the Company issued 600 shares of Series A preferred stock to its President for total proceeds of $0.06, and 400 shares of Series A preferred shares to an officer and director for total proceeds of $0.04.

 

At March 31, 2018 and December 31, 2017, the Company has 1,000 shares of Series A preferred stock issued and outstanding, respectively.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through May 18, 2018, the date the financial statements were available to be issued noting the following transactions that would impact the accounting for events or transactions in the current period or require additional disclosures.

 

In May, 2018, the Company issued 5,000 shares of its common stock to Mr. Nikolin Kasa, brother of Mr. Ali Kasa, CEO of the Company, for $6,000 (or valued at $1.2 per share) of consulting and business advisory services that will be performed within the following year.

 

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Item 2. Management’s Discussion and Analysis or Plan of Operation

 

This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

 

We are a development stage enterprise and are incorporated in the State of Delaware on July 22, 2016. As of the periods from inception, through the date of this quarterly report, we generated minimal revenues and incurred expenses and operating losses, as part of our development stage activities. We recorded a net loss of $34,008 for the three months ended March 31, 2018, net cash flows provided by operating activities of $31,770, working capital deficit of $39,806, and an accumulated deficit of $117,457 at March 31, 2018.

 

We anticipate that we will need substantial working capital over the next 12 months to continue as a going concern and to expand our operations to distribute, sell and market products and solutions. Our independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless we are able to generate sufficient cash flows from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the Company to continue as a going concern. We intend to make an equity offering of our common stock for the acquisition and operation expenses. If we cannot raise the required cash, we will issue additional shares of our common stock in lieu of cash.

 

Our Current Business

 

We are an Australia-based startup development-stage company formed to provide vocational training and education industry for construction tradesmen in Australia, a region which we believe presents a valuable market opportunity. We have developed a fully integrated learning and student management system that can digitally track learning time and offer a personalized training experience that is customized for every student. Currently, we believe that the outlook for construction in the Australia exceeds the labor supply pool and that the Australian government will provide financing in this core sector to help meet market demand. This is precisely the market gap that Anvia will address.

 

The Department of Education of Australia has established a national vocational education and training framework, with associated regulations. The Australia Qualifications Framework (AQF) provides national recognition of vocational education and training qualifications, allowing the award to be used across different Australian states. The AQF requires training organizations to meet certain standards to deliver and assess nationally recognized training, and issue nationally recognized qualifications. We have budgeted all cost associated to qualification certification in the segments that it operates it.

 

Of the hundreds of qualifications available in the Australian framework, we will specialize in providing 40 different qualifications that provides certifications I, II, III, IV, Diploma and Advanced Diploma in the construction industry. These include training for roofing, plumbing, home renovation, electrical and carpentry. We expect that specialization in these areas will make Anvia stand out as a market leader in this niche.

 

We believe that Sydney, Australia is a hotbed for vocational training for the construction market. Sydney is in the province of New South Wales which is a hot zone that holds approximately 32% of establishments in the region. In the near future, it is expected that the government reform learning institute’s boundaries, which will allow establishments to operate on a national scope. Furthermore, we expect to have several revenue streams, such as its e-learning and loyalty channels, that will conduct operation on an international scope. We expect to also open satellite offices in Melbourne and Queensland. We will have an administrative office, classroom that can hold up to 40 students on site and various workshops. We will operate 7 days a week, including evenings, to accommodate students that work during normal business hours. We will have developed a fully integrated learning and student management system that can digitally track learning time an offer a personalized training experience custom to every student.

 

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On January 2, 2018, we entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) with Anvia (Australia) Pty Ltd, an entity organized under the laws of Australia. We agreed to issue to the sole owner of Anvia (Australia) Pty Ltd 5,000 shares of our common stock, valued at the fair market value of $0.60 per share, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange and restructuring of entities under common control. We issued the 5,000 shares to the sole owner of Anvia (Australia) Pty Ltd on May 10, 2018. We have casted prior period financial statements to reflect the conveyance of Anvia (Australia) to the Company as if the restructuring had occurred as of the earliest date of the consolidated financial statements. Anvia (Australia) Pty Ltd., was an entity solely owned by Lindita Kasa, spouse of Ali Kasa, CEO and director of our Company prior to the acquisition. As a wholly-owned subsidiary, Anvia (Australia) shall operate Anvia market and Anvia recruiters’ sites and business units in Australia and global markets.

 

Anvia Market is an ecommerce platform where construction tradesmen can purchase safety wears and tools of their choice. Given the fact that there are 1.5 Million licensed tradesmen and Australian high adoption of online shopping, Anvia market is expected to contribute to revenue growth of our Company.

 

Anvia Recruiters is placement services specializes in training and placing qualified tradesmen within construction industry in Australia. Recruitment services accounted for 100% of Anvia Holdings Corporation. With the Anvia recruited online platform in place and dedicated employees to manage the platform we forecast that Anvia recruiters will continue to be the key revenue source for our Company in 2018.

 

On March 22, 2017, we entered into a non-binding preliminary agreement with All Crescent Sdn Bhd (“All Crescent”). Under the terms of the proposed All Crescent acquisition (the “Acquisition”), we agreed to pay a consideration of $200,000 in exchange for obtaining 51% equity stake in All Crescent. At the time of closing of the Acquisition, among other things, All Crescent shall (1) own 100% of the issued and outstanding capital stock of Sage Interactive Sdn Bhd and 100% of the issued and outstanding capital stock of Sage Interactive MSC Sdn Bhd (collectively “Sage Interactive”); and (2) own 5% of the issued and outstanding capital stock of Celex Media Sdn Bhd (“Celex”). Sage Interactive and Celex are Malaysian companies that own the “Learning Management System and Applications” technology and specialize in developing and providing learning management technologies, learning solutions and eContent. Celex operates as digital content aggregator, e-learning platform provider and distributor of e-books, e-magazines and e-textbooks. Upon consummation of the proposed Acquisition, All Crescent shall become a majority-owned subsidiary of the Company. We have completed the due diligence of this Acquisition and are negotiating the final terms. However, no formal agreements have been executed as of the date of this report.

 

Results of Operations

 

Our results of operations for the three months period ended March 31, 2018 included the operations of the Company and Anvia (Australia) Pty Ltd. Revenues for the three months period ended March 31, 2018 and 2017 were $17,839 and $0, respectively, earned by providing construction induction training and white card for plumber position, and providing consulting services for development of building inspection process. Cost of revenue for providing construction induction training and consulting services for development of building inspection process to customers for the three months ended March 31, 2018 and 2017 were $4,369 and $0, respectively. Operating expenses for the three months ended March 31, 2018 and 2017 were $45,707 and $24,900, respectively. Operating expenses consisted of consulting and business advisory services of 17,800, travel, meals and lodging expense of $15,560, and other general and administrative expenses of $12,347. Operating expenses for the three months ended March 31, 2017 consisted of $10,300 in professional fees paid to consultants, $8,880 in travel, meals and lodging expense, and approximately $5,720 in other general and administrative expenses.

 

We recorded a loss of $1,771 and $0 for the three months ended March 31, 2018 and 2017, respectively, due to the foreign currency fluctuations.

 

As a result of above, we recorded a net loss of $34,008 and $24,900 for the three months ended March 31, 2018 and 2017, respectively

 

Liquidity and Capital Resources

 

Cash and cash equivalents were $733 at March 31, 2018 as compared to $468 at December 31, 2017. As shown in the accompanying condensed consolidated financial statements, we recorded a net loss of $34,008 for the three months ended March 31, 2018. Our working capital deficit at March 31, 2018 was $39,806, net cash provided by operating activities for the three months ended March 31, 2018 was $31,770, and accumulated deficit was $117,457. These factors and our ability to raise additional capital to accomplish our objectives, raises doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our current business operations. We anticipate generating only minimal revenues over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

 

We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to acquire other profitable entities or obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

 

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To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

 

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

 

  Curtail our operations significantly, or
     
  Seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to technology platform and correlated services, or
     
  Explore other strategic alternatives including a merger or sale of our Company.

 

Operating Activities

 

Net cash provided by operating activities for the three months ended March 31, 2018 was $31,770 which resulted primarily from our net loss of $34,008, amortization of software of $1,500, net decrease in accounts receivable of $76,128, decrease in accounts payable of $13,639, decrease in accounts payable – related parties of $10,500, and net increase in accrued liabilities of $12,289. Net cash used in operating activities for the three months ended March 31, 2017 was $32,857, which primarily resulted from our net loss of $24,900, redemption of common stock in connection with the change of control was $1,950, increase in prepaid deposits of $4,278 and net decrease in accrued liabilities of $1,729.

 

Investing Activities

 

Net cash used in Investing activities for the three months ended March 31, 2018 was $52,853 primarily due to the earnest deposits of $52,853 paid by the Company for the pending completion of the acquisition of Global Institute of Vocational Education. There were no investing activities for the three months ended March 31, 2017.

 

Financing Activities

 

Net cash provided by financing activities for the three months ended March 31, 2018 was $21,359 primarily due to cash received from related parties as advances. Net cash provided by financing activities for the three months ended March 31, 2017 was $33,866 primarily due to receipt of cash proceeds advanced by the related party of $4,116, cash proceeds from stock subscriptions received in advance were $475, and cash proceeds from sale of common shares were $29,275.

 

We recorded a decrease in cash of $11 due to the effect of foreign exchange rate changes on cash.

 

As a result of the above activities, we experienced a net increase in cash of $265 and $1,009 for the three months ended March 31, 2018 and March 31, 2017, respectively. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common shares.

 

Critical Accounting Policies and Significant Judgments and Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

 

While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our Annual Report filed with the SEC on April 17, 2018, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

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Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

JOBS Act Accounting Election

 

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

Fair Value of Financial Instruments and Fair Value Measurements

 

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts receivable, prepaid deposit for acquisitions, accounts payable, accrued liabilities and payable to related party. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

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Off-Balance Sheet Arrangements

 

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December 15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its consolidated financial statements.

 

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company has evaluated the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

 

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In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement-Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

 

Not Applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that there were weaknesses in our internal controls over Financial reporting as of March 31, 2018 and they were, therefore, not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The weaknesses in our controls and procedure were lack of formal documents such as invoices and consulting agreements and lack of evidence for proper approval and review of disbursements. Management does not believe that any of these weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

 

Changes in Internal Control over Financial Reporting

 

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the quarter ended March 31, 2018. We believe that internal controls over financial reporting as set forth above shows some weaknesses and are not effective. We have identified certain weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. Subsequent to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan to hire an independent third-party consultant to assist us in identifying and determining the appropriate accounting procedures and controls to implement. There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II.

 

Item 1. Legal Proceedings.

 

We are not a party to any legal proceedings.

 

Item 1A. Risk Factors.

 

Not Applicable

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

None

 

Item 5. Other Information.

 

None

 

Item 6. Exhibits.

 

(a) Exhibits.

 

Exhibit   Item
     
31.1   Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Anvia Holdings Corporation
   
Date: May 21, 2018 /s/ Ali Kasa
  Ali Kasa, President

 

In accordance with the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated and on the date stated herein.

 

/s/ Ali Kasa   Dated: May 21, 2018
Ali Kasa    
President (Principal Executive Officer), Chief Executive Officer, and Director    
     
/s/ Dhurata Toli   Dated: May 21, 2018
Dhurata Toli    
Financial Controller (Principal Accounting Officer)    

 

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EXHIBIT INDEX

 

Exhibit   Item
     
31.1   Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase
     
101.LAB   XBRL Taxonomy Extension Label Linkbase
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

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