Delaware
|
27-3983637
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
(Do not check if a smaller reporting company)
|
Emerging growth company ☐
|
PART I – FINANCIAL INFORMATION
|
|
ITEM 1. FINANCIAL STATEMENTS
|
|
Balance Sheets as of July 31, 2017 and October 31, 2016 (Unaudited)
|
F - 1
|
Statements of Operations for the Three and Nine Months Ended July 31, 2017 and 2016 (Unaudited)
|
F - 2
|
Statements of Cash Flows for the Three and Nine Months Ended July 31, 2017 and 2016 (Unaudited)
|
F - 3
|
Notes to Financial Statements (Unaudited)
|
F - 4
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
7
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
9
|
ITEM 4. CONTROLS AND PROCEDURES.
|
9
|
PART II – OTHER INFORMATION
|
|
ITEM 1. LEGAL PROCEEDINGS.
|
10
|
ITEM 1A. RISK FACTORS
|
10
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
10
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
|
10
|
ITEM 4. MINE SAFETY DISCLOSURES
|
10
|
ITEM 5. OTHER INFORMATION
|
10
|
ITEM 6. EXHIBITS
|
11
|
SIGNATURES
|
12
|
|
July 31,
2017
|
October 31,
2016
|
||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
893
|
$
|
308,541
|
||||
Prepaid expense
|
158,530
|
92,357
|
||||||
Total current assets
|
159,423
|
400,898
|
||||||
Rent deposit
|
3,800
|
3,800
|
||||||
Total assets
|
$
|
163,223
|
$
|
404,698
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
19,339
|
$
|
15,966
|
||||
Account payable – related party
|
-
|
2,858
|
||||||
Deferred revenue
|
568,000
|
568,000
|
||||||
Total liabilities
|
587,339
|
586,824
|
||||||
|
||||||||
Stockholders’ deficit:
|
||||||||
Common stock, $0.001 par value, 200,000,000
authorized, 100,000,000 share issued and outstanding,
|
100,000
|
100,000
|
||||||
Additional paid-in capital
|
247,375
|
230,614
|
||||||
Accumulated deficit
|
(771,491
|
)
|
(512,740
|
)
|
||||
Total stockholders’ deficit
|
(424,116
|
)
|
(182,126
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
163,223
|
$
|
404,698
|
|
For the Three
Months
|
For the Three
Months
|
For the Nine
Months
|
For the Nine
Months
|
||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||
|
July 31, 2017
|
July 31, 2016
|
July 31, 2017
|
July 31, 2016
|
||||||||||||
|
||||||||||||||||
Revenue
|
||||||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
General and administrative
|
80,751
|
23,963
|
258,751
|
72,455
|
||||||||||||
|
||||||||||||||||
Net loss
|
$
|
(80,751
|
)
|
$
|
(23,963
|
)
|
$
|
(258,751
|
)
|
$
|
(72,455
|
)
|
||||
|
||||||||||||||||
Net loss per share - basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
|
||||||||||||||||
Weighted average number of shares outstanding during the period - basic and diluted
|
100,000,000
|
100,000,000
|
100,000,000
|
100,000,000
|
|
July 31,
|
July 31,
|
||||||
|
2017
|
2016
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(258,751
|
)
|
$
|
(72,455
|
)
|
||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other assets
|
(66,173
|
)
|
1,826
|
|||||
Accounts payable and accrued expenses
|
515
|
12,212
|
||||||
Deferred revenue
|
-
|
10,000
|
||||||
Net cash used in operating activities
|
(324,409
|
)
|
(48,417
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Capital contribution from related party
|
16,761
|
49,030
|
||||||
Net cash provided by financing activities
|
16,761
|
49,030
|
||||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
(307,648
|
)
|
613
|
|||||
Cash and cash equivalents, beginning of period
|
308,541
|
9,549
|
||||||
|
||||||||
Cash and cash equivalents, end of period
|
$
|
893
|
$
|
10,162
|
||||
|
||||||||
Supplemental cash flow disclosures:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
July 31, 2017
|
October 31, 2016
|
|||||||
Prepaid examination fee
|
$
|
108,280
|
$
|
90,007
|
||||
Prepaid consulting fee to an affiliated company
|
50,000
|
-
|
||||||
Other
|
250
|
2,350
|
||||||
Total prepaid expense
|
$
|
158,530
|
$
|
92,357
|
1) |
lack of design and implementation of a system of internal controls over financial reporting;
|
2) |
lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;
|
3) |
inadequate segregation of duties consistent with control objectives;
|
4) |
ineffective controls over period end financial disclosure and reporting processes; and
|
5) |
lack of accounting personnel with adequate experience and training.
|
(3)
|
Articles of Incorporation and By-laws
|
3.1
|
|
3.2
|
|
3.3
|
|
(10)
|
Material Contracts
|
10.1
|
|
10.2
|
|
(31)
|
Section 302 Certification
|
31.1*
|
|
31.2*
|
|
(32)
|
Section 906 Certification
|
32.1*
|
|
32.2*
|
|
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
|
American Gene Engineer Corp. | |||
/s/ Ming Lin
|
|||
Ming Lin
|
|||
CEO, Principal Executive Officer, and Director
|
|||
Date:
|
|||
/s/ Han-Chen Lin
|
|||
Han-Chen Lin
|
|||
CFO, Principal Accounting Officer, and Director
|
|||
Date:
|
/s/ Ming Lin
|
|
Ming Lin
Principal Executive Officer
|
/s/ Han-Chen Lin
|
|
Han-Chen Lin
Principal Financial Officer and Principal
Accounting Officer |
/s/ Ming Lin
|
|
Ming Lin
Principal Executive Officer
|
/s/ Han-Chen Lin
|
|
Han-Chen Lin
Principal Financial Officer and Principal
Accounting Officer |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Sep. 19, 2017 |
|
Document and Entity Information | ||
Entity Registrant Name | AMERICAN GENE ENGINEER CORP | |
Entity Central Index Key | 0001600784 | |
Entity Filer Category | Smaller Reporting Company | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --10-31 | |
Entity Common Stock, Shares Outstanding | 100,000,000 |
Balance Sheets - USD ($) |
Jul. 31, 2017 |
Oct. 31, 2016 |
---|---|---|
Current assets: | ||
Cash and cash equivalents | $ 893 | $ 308,541 |
Prepaid expense | 158,530 | 92,357 |
Total current assets | 159,423 | 400,898 |
Rent deposit | 3,800 | 3,800 |
Total assets | 163,223 | 404,698 |
Current liabilities: | ||
Accounts payable and accrued expenses | 19,339 | 15,966 |
Accounts payable - related party | 2,858 | |
Deferred revenue | 568,000 | 568,000 |
Total liabilities | 587,339 | 586,824 |
Stockholders' deficit: | ||
Common stock, $0.001 par value, 200,000,000 authorized, 100,000,000 share issued and outstanding | 100,000 | 100,000 |
Additional paid-in capital | 247,375 | 230,614 |
Accumulated deficit | (771,491) | (512,740) |
Total stockholders' deficit | (424,116) | (182,126) |
Total liabilities and stockholders' deficit | $ 163,223 | $ 404,698 |
Balance Sheets (Parenthetical) - $ / shares |
Jul. 31, 2017 |
Oct. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorizied | 200,000,000 | 200,000,000 |
Common stock, shares issued | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 100,000,000 | 100,000,000 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Revenue: | ||||
Revenue | ||||
Operating expenses: | ||||
General and administrative | 80,751 | 23,963 | 258,751 | 72,455 |
Net loss | $ (80,751) | $ (23,963) | $ (258,751) | $ (72,455) |
Net loss per share - basic and diluted | $ 0.00 | $ 0.00 | $ (0.00) | $ 0.00 |
Weighted average number of shares outstanding during the period - basic and diluted | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Statements of Cash Flows (Unaudited) - USD ($) |
9 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Cash flows from operating activities: | ||
Net loss | $ (258,751) | $ (72,455) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (66,173) | 1,826 |
Accounts payable and accrued expenses | 515 | 12,212 |
Deferred revenue | 10,000 | |
Net cash used in operating activities | (324,409) | (48,417) |
Cash flows from financing activities: | ||
Capital contribution from related party | 16,761 | 49,030 |
Net cash provided by financing activities | 16,761 | 49,030 |
Net increase (decrease) in cash and cash equivalents | (307,648) | 613 |
Cash and cash equivalents, beginning of period | 308,541 | 9,549 |
Cash and cash equivalents, end of period | 893 | 10,162 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION
American Gene Engineer Corp. (the "Company") was incorporated in Delaware on November 15, 2010. The Company was established to provide professional consultation gene development, research, examination and studies. |
SUMMARY OF SIGNIFICANT ACCOUNTING |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
BASIS OF PRESENTATION
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended October 31, 2016 and notes thereto contained elsewhere in the Annual Report on Form 10-K filed with the SEC on February 15, 2017.
ESTIMATES AND ASSUMPTIONS
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value.
REVENUE RECOGNITION
The Company recognizes revenue only when (1) there is persuasive evidence of an arrangement with the customer; (2) delivery has occurred or services have been rendered; (3) amount due to the customer is fixed or determinable; and (4) collectability is reasonably assured. Advance payments from customers are deferred and recorded in deferred revenue. During the year ended October 31, 2016, the Company received $568,000 from customers for gene analysis reports to be provided by the Company. During the nine months ended July 31, 2017, the Company received no payments from customers for gene analysis to be provided by the Company. Revenue will be recorded by the Company when the report is delivered. As of July 31, 2017, no service has been provided by the Company.
INCOME TAXES
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
In the event the Company is charged interest or penalties related to income tax matters, the Company would record such interest as interest expense and would record such penalties as other expense in the statement of operations. No such charges have been incurred by the Company. As of July 31, 2017, the Company has no accrued interest related to uncertain tax positions.
EARNINGS (LOSS) PER COMMON SHARE
Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
SUBSEQUENT EVENTS
The Company has evaluated all transactions from July 31, 2017 through the financial statement issuance date for subsequent event disclosure consideration and noted no significant subsequent event that needs to be disclosed.
NEW ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The guidance requires a company to recognize revenue when it transfers promised services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those services and requires enhanced disclosures. The new guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is not permitted. On July 9, 2015, the FASB approved the deferral of the effective date of the new revenue guidance by one year to annual reporting periods beginning after December 15, 2017, with early adoption being permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the new guidance.
There were various other accounting standard and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows. |
GOING CONCERN |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN
At July 31, 2017, the Company had a net working capital deficit of $427,916. The Company has suffered recurring losses and expects such losses to continue through at least fiscal year 2018. The Company expects to finance its operations primarily through contributions from its Chief Executive Officer and receipts from customer contracts. The Chief Executive Officer is not legally obligated to provide any financing.
There is no assurance that the Company will be able to obtain such additional capital. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet the Company’s ultimate capital needs and to support its growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, the Company’s operations would be materially negatively impacted.
As a result of the above discussed conditions, there exists substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should it be determined that the Company is unable to continue as a going concern. |
PREPAID EXPENSE |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expense and Other Assets, Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
PREPAID EXPENSE | NOTE 4 – PREPAID EXPENSE
Prepaid expense consisted of the following at July 31, 2017 and October 31, 2016:
On November 1, 2016, the Company
entered into a service agreement with Asia Pacific Gene Engineering Co., an entity is controlled by the Company's CEO's son.
Pursuant to the agreement, Asia Pacific Gene Engineering Co. will provide services to the Company’s customers, such as
pre-exam consulting, testing result analyzing and post exam consulting for one year for a $200,000 service fee. The Company
paid the $200,000 service fee in January 2017 and expensed $150,000 for the nine months ended July 31, 2017. During the nine months ended July 31, 2017, the Company also paid Asia Pacific Gene Engineering Co. $20,000 as a future testing fee, which was included in the prepaid examination fee.
|
RELATED PARTY TRANSACTIONS |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS
As of July 31, 2017 and October 31, 2016, salary payable to the Company’s Chief Executive Officer was $nil and $2,858.
During the nine months ended July 31, 2017, the Company recorded $150,000 consulting expense and various other expenses and fees related to an agreement with Asia Pacific Gene Engineering Co., an affiliated company. See Note 4.
See Note 7 for contributions made by the Company’s Chief Executive Officer. |
INCOME TAXES |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES
At July 31, 2017, we had federal income tax net operating loss (“NOL”) carryforwards of approximately $772,000. The NOL carryforwards expire from fiscal year 2033 through 2037. The value of these carryforwards depends on our ability to generate taxable income. A change in ownership, as defined by federal income tax regulations, could significantly limit our ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if we fail to generate taxable income prior to the expiration dates we may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. We have had cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at July 31, 2017 and October 31, 2016. |
EQUITY |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 7 – EQUITY
During the nine months ended July 31, 2017 and July 31, 2016, the Company’s president contributed cash of $16,761 and $49,030, respectively, to the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTING (Policies) |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended October 31, 2016 and notes thereto contained elsewhere in the Annual Report on Form 10-K filed with the SEC on February 15, 2017. |
ESTIMATES AND ASSUMPTIONS | ESTIMATES AND ASSUMPTIONS
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. |
REVENUE RECOGNITION | REVENUE RECOGNITION
The Company recognizes revenue only when (1) there is persuasive evidence of an arrangement with the customer; (2) delivery has occurred or services have been rendered; (3) amount due to the customer is fixed or determinable; and (4) collectability is reasonably assured. Advance payments from customers are deferred and recorded in deferred revenue. During the year ended October 31, 2016, the Company received $568,000 from customers for gene analysis reports to be provided by the Company. During the nine months ended July 31, 2017, the Company received no payments from customers for gene analysis to be provided by the Company. Revenue will be recorded by the Company when the report is delivered. As of July 31, 2017, no service has been provided by the Company. |
INCOME TAXES | INCOME TAXES
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
In the event the Company is charged interest or penalties related to income tax matters, the Company would record such interest as interest expense and would record such penalties as other expense in the statement of operations. No such charges have been incurred by the Company. As of July 31, 2017, the Company has no accrued interest related to uncertain tax positions. |
EARNINGS (LOSS) PER COMMON SHARE | EARNINGS (LOSS) PER COMMON SHARE
Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS
The Company has evaluated all transactions from July 31, 2017 through the financial statement issuance date for subsequent event disclosure consideration and noted no significant subsequent event that needs to be disclosed. |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The guidance requires a company to recognize revenue when it transfers promised services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those services and requires enhanced disclosures. The new guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is not permitted. On July 9, 2015, the FASB approved the deferral of the effective date of the new revenue guidance by one year to annual reporting periods beginning after December 15, 2017, with early adoption being permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the new guidance.
There were various other accounting standard and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows. |
PREPAID EXPENSE (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expense and Other Assets, Current [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
Schedule of Prepaid Expenses | Prepaid expense consisted of the following at July 31, 2017 and October 31, 2016:
|
SUMMARY OF SIGNIFICANT ACCOUNTING (Details) - USD ($) |
Jul. 31, 2017 |
Oct. 31, 2016 |
---|---|---|
Accounting Policies [Abstract] | ||
Accrued interest related to uncertain tax positions | ||
Deferred revenue | $ 568,000 | $ 568,000 |
GOING CONCERN (Details) |
Jul. 31, 2017
USD ($)
|
---|---|
GOING CONCERN [Abstract] | |
Net working capital deficit | $ 427,916 |
PREPAID EXPENSE (Details) - USD ($) |
Jul. 31, 2017 |
Oct. 31, 2016 |
---|---|---|
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid examination fee | $ 108,280 | $ 90,007 |
Prepaid consulting fee to an affiliated company | 50,000 | |
Other | 250 | 2,350 |
Total prepaid expense | $ 158,530 | $ 92,357 |
PREPAID EXPENSE (Narrative) (Details) - USD ($) |
1 Months Ended | 9 Months Ended |
---|---|---|
Jan. 31, 2017 |
Jul. 31, 2017 |
|
Related Party Transaction [Line Items] | ||
Service fee expense | $ 0 | |
Affiliated Company [Member] | ||
Related Party Transaction [Line Items] | ||
Service fee paid to related party | $ 200,000 | |
Service fee expense | 150,000 | |
Future testing fees | $ 20,000 |
RELATED PARTY TRANSACTIONS (Details) - USD ($) |
9 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Oct. 31, 2016 |
|
Salary payable to chief executive officer | $ 2,858 | |
Consulting expense | 150,000 | |
Service fee expense | 0 | |
Affiliated Company [Member] | ||
Service fee expense | $ 150,000 |
INCOME TAXES (Details) - Internal Revenue Service (IRS) [Member] |
9 Months Ended |
---|---|
Jul. 31, 2017
USD ($)
| |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 772,000 |
Earliest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, expiration date | Dec. 31, 2033 |
Latest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, expiration date | Dec. 31, 2037 |
EQUITY (Details) - USD ($) |
9 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Stockholders' Equity Note [Abstract] | ||
Capital contributions from related party | $ 16,761 | $ 49,030 |
-)9IT7 T)V8'QR(-I&T8GRUNF-:2$/K,N4.KB[M.2AIX."(
M/VLMW)\]*#M6M*#OB1=YZD-,L+H ZD#CU_J!V&6
M-K?YO0IF<_)W^8#U9TI$V>(>+X ^F_H7?I;0/_!$6H5RT0Y+5*W$N'T9QH\[
M6HG'3WG\-(D7(LYU"1\.'M:#:G\NHQFY650>SQC-DFX"Y%J^,!-B;#EI07E2
M/">A3$./U25S$;=M:VHB= <3%>1ESV8KMNFC.!VFXQG@4HI9H,Q8DKTRE$%@@M"BAH
MBY[;SBZD41&XO#(O2')D1C&CB66 [Y@V(?) $4V\&%N%2B:XBDEGJ3%FA,^+
M8I^;+P2,*PB-"@G2.Z(\''W1CG]BL:D(V)D6,>0-@U]42(Z!!8C8Z+81JB[/GV^
MB9):0!)50MR--;.T_5?(,^B-AR@*)^+@RV@R.10W?)!V?8V4./E+;SP0G[BC
M1LX%W*;^"!R)G.N06WN>;9)RAX]S,63*K$?Z 9"&G''=;/D@@Y"/"YA8%J^Q
M[6BGAD?;$SQJ]@3+L[:T!@$XIA^XVTX86TWRS&/WWR=,QY8S%C_I 7 *EHA#:^#UITKED)"[W
M[^J?4N_8RU%X>++JEVQ#7]%[2EKHQ%F%%SM^AJF?6TJFYK_"!13"HQ.LT5CE
MTY