UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] ☒QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2017June 30, 2022 or
[ ] ☐TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________________to _________
001-32522
Commission File Number: 1-32522file number
Trafalgar Resources, Inc.China Foods Holdings Ltd.
(Exact name of registrant as specified in its charter)
Delaware | 84-1735478 | |
State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
Room 2301A, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong | 0000 | |
(Address of principal executive offices) | (Zip Code) |
Utah(852)3618-8608
91-0974149
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
12587 S. 1745 E., Draper, Utah
84020
(Address of principal executive offices)
(Zip Code)
(801) 748-1114
(Registrant’sRegistrant’s telephone number, including area code)code
(Former name, former address and former fiscal year, if changed since last report)
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 pastpreceding 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 ☒ No ☐
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] ☒ No [ ]☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
Large Accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
IndicateState the number of shares outstanding of each of the issuer’sissuer’s classes of common equity, as of the latest practicable date.
5,251,309
Class | Outstanding August 15, 2022 | |
Common Stock, with $0.0001 par value | shares |
Table of no par value common stock on February 12, 2018Contents
Page | ||
No. | ||
PART I – FINANCIAL INFORMATION | ||
Item 1. | 3 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 24 |
Item 4. | Controls and Procedures | 24 |
PART II – OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 24 |
Item 1A. | Risk Factors | 24 |
Item 2. | Unregistered Sales of Equity Securities and Proceeds | 24 |
Item 3. | Defaults Upon Senior Securities | 24 |
Item 4. | Mine Safety Disclosure | 24 |
Item 5. | Other Information | 24 |
Item 6. | Exhibits | 25 |
SIGNATURES | 26 |
2 |
PartPART I -– FINANCIAL INFORMATION
Item 1. Financial Statements
Trafalgar Resources, Inc.
FINANCIAL STATEMENTSChina Foods Holdings Ltd.
(UNAUDITED)Condensed Consolidated Balance Sheets
December 31, 2017
June 30, 2022 | December 31, 2021 | |||||||
$ | $ | |||||||
(Unaudited) | (Audited) | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | 477,214 | 609,434 | ||||||
Prepayments and other receivables | 123,956 | 139,254 | ||||||
Inventories | 300,521 | 327,551 | ||||||
Tax recoverable | 70 | 8,910 | ||||||
Right-of-use assets | 278,235 | 350,563 | ||||||
Total Current Assets | 1,179,996 | 1,435,712 | ||||||
Non-Current Assets | ||||||||
Plant and equipment | 92,866 | 132,604 | ||||||
Intangible assets | 3,493 | 3,947 | ||||||
Total Non-Current Assets | 96,359 | 136,551 | ||||||
TOTAL ASSETS | 1,276,355 | 1,572,263 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Accrued liabilities and other payables | 58,339 | 51,200 | ||||||
Customer deposits | 246,951 | 340,783 | ||||||
Lease liabilities | 106,888 | 114,132 | ||||||
Amount due to a director | 214,665 | 219,461 | ||||||
Amount due to a related company | 199,964 | 199,964 | ||||||
Total Current Liabilities | 826,807 | 925,540 | ||||||
Non-Current Liabilities | ||||||||
Lease liabilities | 183,050 | 246,022 | ||||||
Total Non-Current Liabilities | 183,050 | 246,022 | ||||||
Stockholders’ Equity | ||||||||
Common stock $ par value, shares authorized, and shares issued and outstanding as of June 30, 2022 and December 31, 2021 respectively | 2,025 | 2,025 | ||||||
Additional paid-in capital | 1,290,355 | 1,290,355 | ||||||
Accumulated other comprehensive income | 6,860 | 26,516 | ||||||
Accumulated deficit | (1,032,742 | ) | (918,195 | ) | ||||
Total Shareholders’ Equity | 266,498 | 400,701 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 1,276,355 | 1,572,263 |
The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.
Trafalgar Resources, Inc. BALANCE SHEETS | |||
| December 31, 2017 |
| September 30, 2017 |
| (Unaudited) |
|
|
ASSETS |
|
|
|
CURRENT ASSETS |
|
|
|
Cash | $ 9,972 |
| $ 15,140 |
Prepaid Expenses | 2,500 |
| 3,333 |
|
|
|
|
TOTAL CURRENT ASSETS | 12,472 |
| 18,473 |
|
|
|
|
TOTAL ASSETS | $ 12,472 |
| $ 18,473 |
|
|
|
|
LIABILITIES AND STOCKHOLDERS' (DEFICIT) |
|
|
|
CURRENT LIABILITIES |
|
|
|
Accounts payable | $ 632 |
| $ 632 |
Interest payable - related party | 110,239 |
| 103,589 |
Income taxes payable | 100 |
| 100 |
Note Payable – Related Party – Current | 220,000 |
| 190,000 |
|
|
|
|
TOTAL CURRENT LIABILITIES | 330,971 |
| 294,321 |
|
|
|
|
LONG-TERM LIABILITIES |
|
|
|
Note payable -- Related party (Note 2) | - |
| 30,000 |
|
|
|
|
TOTAL LIABILITIES | 330,971 |
| 324,321 |
|
|
|
|
STOCKHOLDERS' (DEFICIT) |
|
|
|
|
|
|
|
Common stock no par value, 100,000,000 shares authorized, 5,251,309 shares issued and outstanding | 137,413 |
| 137,413 |
Retained (Deficit) | (455,912) |
| (443,261) |
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' (DEFICIT) | (318,499) |
| (305,848) |
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $ 12,472 |
| $ 18,473 |
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.statements
3 |
Trafalgar Resources, Inc. STATEMENTS OF OPERATIONS (Unaudited) | |||
| Three Months Ended December 31, 2017 |
| Three Months Ended December 31, 2016 |
Statement of Income |
|
|
|
Revenue | $ - |
| $ - |
Cost of Sales | - |
| - |
|
|
|
|
GROSS PROFIT | - |
| - |
|
|
|
|
Expenses |
|
|
|
General and Administrative | 6,001 |
| 10,865 |
Total Expenses | 6,001 |
| 10,865 |
|
|
|
|
Other Income and (Expenses) |
|
|
|
Interest (Expense) | (6,650) |
| (5,751) |
Other Income | - |
| - |
Total other Income and (Expense) | (6,650) |
| (5,751) |
|
|
|
|
(LOSS) BEFORE TAXES | (12,651) |
| (16,616) |
|
|
|
|
PROVISION FOR TAXES | - |
| - |
|
|
|
|
NET (LOSS) | $ (12,651) |
| $ (16,616) |
|
|
|
|
(LOSS) PER COMMON SHARE |
|
|
|
Basic and fully diluted loss per weighted average common share outstanding | $ (0.00) |
| $ (0.00) |
|
|
|
|
Weighted average number of common shares outstanding | 5,251,309 |
| 5,251,309 |
China Foods Holdings Ltd.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
Revenue, net | 94,835 | 266,926 | 163,634 | 434,569 | ||||||||||||
Cost of revenue | (28,474 | ) | (59,284 | ) | (47,311 | ) | (212,968 | ) | ||||||||
Gross profit | 66,361 | 207,642 | 116,323 | 221,601 | ||||||||||||
Operating expenses | ||||||||||||||||
Selling and distribution expenses | 2,642 | 2,563 | 2,650 | 14,212 | ||||||||||||
General and administrative expenses | 107,762 | 170,800 | 232,691 | 384,976 | ||||||||||||
Total operating expenses | 110,404 | 173,363 | 235,341 | 399,188 | ||||||||||||
(Loss) income from operation | (44,043 | ) | 34,279 | (119,018 | ) | (177,587 | ) | |||||||||
Other Income | ||||||||||||||||
Interest income | 36 | 361 | 113 | 871 | ||||||||||||
Sundry income | 10,589 | 30 | 10,931 | 6,319 | ||||||||||||
Total other income | 10,625 | 391 | 11,044 | 7,190 | ||||||||||||
(Loss) income before income tax | (33,418 | ) | 34,670 | (107,974 | ) | (170,397 | ) | |||||||||
Income tax expenses | (4,305 | ) | - | (6,573 | ) | - | ||||||||||
Net (loss) income | (37,723 | ) | 34,670 | (114,547 | ) | (170,397 | ) | |||||||||
Other comprehensive (loss) income | ||||||||||||||||
Foreign currency adjustment gain (loss) | (19,054 | ) | 12,037 | (19,656 | ) | 13,893 | ||||||||||
Comprehensive (loss) income | (56,777 | ) | 46,707 | (134,203 | ) | (156,504 | ) | |||||||||
Net (loss) income per common share | ||||||||||||||||
Basic and diluted* | $ | (0.00 | ) | $ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) | |||||
Weighted average number of common share | ||||||||||||||||
Basic and diluted | 20,252,309 | 20,252,309 | 20,252,309 | 20,252,309 |
* | denotes net loss per common share of less than $0.01 per share. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.statements
4 |
Trafalgar Resources, Inc. STATEMENTS OF CASH FLOWS (Unaudited) | ||||
|
| Three Months Ended December 31, 2017 |
| Three Months Ended December 31, 2016 |
OPERATING ACTIVITIES |
|
|
|
|
NET (LOSS) | $ | (12,651) | $ | (16,616) |
Adjustments to reconcile net (loss) to net cash (used) by operating activities: |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
(Increase)/Decrease Prepaid Expenses |
| 833 |
| (8,125) |
Increase/(Decrease) Interest payable |
| 6,650 |
| 5,751 |
Increase/(Decrease) Income taxes payable |
| - |
| (100) |
|
|
|
|
|
NET CASH (USED) BY OPERATING ACTIVITIES |
| (5,168) |
| (19,090) |
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
Loans - Notes payable - Related party |
| - |
| 30,000 |
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
| - |
| 30,000 |
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH |
| (5,168) |
| 10,910 |
|
|
|
|
|
CASH AT BEGINNING OF PERIOD |
| 15,140 |
| 15,191 |
|
|
|
|
|
CASH AT END OF PERIOD | $ | 9,972 | $ | 26,101 |
|
|
|
|
|
CASH PAID FOR TAXES | $ | 100 | $ | 100 |
|
|
|
|
|
CASH PAID FOR INTEREST | $ | - | $ | - |
CHINA FOODS HOLDINGS LTD.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
Share | Amount | capital | Deficit | income | Equity | |||||||||||||||||||
Common Stock | Additional paid-in | Accumulated | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||
Share | Amount | capital | Deficit | income | Equity | |||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance at January 1, 2022 | 20,252,309 | 2,025 | 1,290,355 | (918,195 | ) | 26,516 | 400,701 | |||||||||||||||||
Net loss for the period | - | - | - | (76,824 | ) | - | (76,824 | ) | ||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | (602 | ) | (602 | ) | ||||||||||||||||
Balance at March 31, 2022 | 20,252,309 | 2,025 | 1,290,355 | (995,019 | ) | 25,914 | 323,275 | |||||||||||||||||
Net loss for the period | - | - | - | (37,723 | ) | - | (37,723 | ) | ||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | (19,054 | ) | (19,054 | ) | ||||||||||||||||
Balance at June 30, 2022 | 20,252,309 | 2,025 | 1,290,355 | (1,032,742 | ) | 6,860 | 266,498 |
Common Stock | Additional paid-in | Accumulated | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||
Share | Amount | capital | Deficit | income | Equity | |||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance at January 1, 2021 | 20,252,309 | 2,025 | 1,290,355 | (462,786 | ) | 5,244 | 834,838 | |||||||||||||||||
Net loss for the period | - | - | - | (205,067 | ) | - | (205,067 | ) | ||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | 1,856 | 1,856 | ||||||||||||||||||
Balance at March 31, 2021 | 20,252,309 | 2,025 | 1,290,355 | (667,853 | ) | 7,100 | 631,627 | |||||||||||||||||
Net income for the period | - | - | - | 34,670 | - | 34,670 | ||||||||||||||||||
Net income (loss) | - | - | - | 34,670 | - | 34,670 | ||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | 12,037 | 12,037 | ||||||||||||||||||
Balance at June 30, 2021 | 20,252,309 | 2,025 | 1,290,355 | (633,183 | ) | 19,137 | 678,334 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.statements
5 |
TRAFALGAR RESOURCES, INC.
China Foods Holdings Ltd.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
June 30, 2022 | June 30, 2021 | |||||||
Six months ended | ||||||||
June 30, 2022 | June 30, 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (114,547 | ) | $ | (170,397 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation | 36,191 | 42,671 | ||||||
Amortization | 259 | 260 | ||||||
Non-cash lease expense | 35,814 | 7,485 | ||||||
(42,283 | ) | (119,981 | ) | |||||
Change in operating assets and liabilities: | ||||||||
Accounts receivables | - | (167,223 | ) | |||||
Prepayments and other receivables | 15,298 | (9,185 | ) | |||||
Inventories | 27,030 | 65,411 | ||||||
Accrued liabilities and other payables | 7,139 | 46,084 | ||||||
Accounts payable | - | (7,827 | ) | |||||
Tax payable | 8,840 | 7,305 | ||||||
Customer deposits | (93,832 | ) | (128,499 | ) | ||||
Lease liabilities | (49,104 | ) | 36,135 | |||||
Net cash used in operating activities | (126,912 | ) | (277,780 | ) | ||||
Cash flows from financing activities: | ||||||||
Repayment of lease liabilities | - | (31,721 | ) | |||||
(Repayment to) advances from a director | (4,796 | ) | 81,899 | |||||
Net cash (used in) provided by financing activities | (4,796 | ) | 50,178 | |||||
Foreign currency translation adjustment | (512 | ) | 4,979 | |||||
Net change in cash and cash equivalents | (132,220 | ) | (222,623 | ) | ||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 609,434 | 1,006,394 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 477,214 | $ | 783,771 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for income taxes | $ | - | $ | - |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
6 |
China Foods Holdings Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
December 31,Six months ended June 30, 2022
NOTE 1 – NATURE OF OPERATIONS
China Foods Holdings Ltd. (the “Company”) was incorporated in Delaware on January 10, 2019. On July 9, 2020, the Company consummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands (“ECGL”). As a result of the acquisition of ECGL, the Company entered into the healthcare product distributing and marketing industry, pursuing a new strategy of developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and Australia.
We are a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China. We work with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.
In addition to products, we are committed to providing customized science based wellness consultation and service programs to customers. Our diverse products and services target health conscious customers and differentiate based upon age and gender and seek to manage different conditions. We reach out to customers fitting certain health and lifestyle profiles through our offline and online consultation services, and track eating habits and health indicators to provide customized products such as supplements. We believe this will facilitate the ability of customers to monitor, understand and adjust their health practices and lifestyle anytime and anywhere for increased customer engagement and retention.
We conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017 and Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019. Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on September 5, 2018, is holding companies without operations.
Note 1: SummaryNOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Significant Accounting Policiespresentation and consolidation
Organization and Operation
Trafalgar Resources, Inc. (the "Company") was incorporated under the lawsThe accompanying unaudited condensed consolidated financial statements of the State of Utah on October 25, 1972. The Company has not commenced operations that have resulted in significant revenue and the Company's efforts have been devoted primarily to activities related to raising capital and attempting to acquire an operating entity.
Unaudited Information
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America(“GAAP”) for interim financial informationreporting, and in accordance with the instructions tofor Form 10-Q and Article 810 of Regulation S-X of the United States Securities and Exchange Commission.S-X. Accordingly, they do not include all of the information and footnote disclosures normally included in annual financial statements prepared in accordance withfootnotes required by generally accepted accounting principles.
principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments (consisting ofthat are normal and recurring accruals)in nature and considered necessary to present fairlyfor a fair presentation of the financial position and the results of operations for the interim periods presented have been made. Thesepresented. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results of operations for the three months ending December 31, 2017,interim period are not necessarily indicative of the results expected for the full year. These unaudited condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the accompanyingfinancial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The unaudited condensed consolidated financial statements are presented in US Dollars and withinclude the historical financial informationaccounts of the Company and are not necessarily indicativeits subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.
7 |
The following table depicts the description of the results that may be expected for the year ending September 30, 2018.Company’s subsidiaries:
SCHEDULE OF SUBSIDIARIES INFORMATION
Name | Place of incorporation and kind of legal entity | Principal activities | Particulars of registered/ paid up share capital | Effective interest held | ||||||
Elite Creation Group Limited | BVI, a limited liability company | Investment holding | 1 each | issued shares of US$100 | % | |||||
Alpha Wellness (HK) Limited | Hong Kong, a limited liability company | Investment holding | 300,000 | issued shares for HK$100 | % | |||||
Guangzhou Xiao Xiang Health Industry Company Limited | The PRC, a limited liability company | Sales of healthcare products | RMB 8,300,000 | 100 | % |
Cash and cash equivalents
Cash Equivalents
The Company considersand cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with maturitiesan original maturity of three months or less as of the purchase date of such investments.
Inventories
Inventories are stated at the timelower of purchasecost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material and manufacturing overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of June 30, 2022 and December 31, 2021, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
SCHEDULE OF ESTIMATED USEFUL LIVES
Expected useful lives | Residual value | |||||
Furniture, fixture and equipment | 3 years | 5 | % | |||
Motor vehicle | 3.33 to 4 years | 5 | % | |||
Leasehold improvement | 2 years | 5 | % |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Depreciation expense for the three and six months ended June 30, 2022 were $16,573 and $36,191, respectively, and for the three and six months ended June 30, 2021 were $21,241 and $42,671, respectively.
Intangible assets
Intangible assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of their registrations on a straight-line basis, which is 10 years and will expire in 2028.
Amortization expense for the three and six months ended June 30, 2022 were $127 and $259, respectively.
Amortization expense for the three and six months ended June 30, 2021 were $130 and $260, respectively.
Impairment of long-lived assets
In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash equivalents.
Use of estimates
These financial statementsflows expected to be generated by the asset. If such assets are prepared in conformity with accounting principles generally accepted inconsidered to be impaired, the United States of America and require that management make estimates and assumptions that affectimpairment to be recognized is measured by the reportedamount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.
8 |
Revenue recognition
The Company adopted Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers” (“ASC Topic 606”). Under ASC Topic 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and liabilitiesservices, to a customer. Revenue is recognized when performance obligations are satisfied and the disclosurecustomer obtains control of contingent assetspromised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, the Company performs the following five steps:
● | identify the contract with a customer; | |
● | identify the performance obligations in the contract; | |
● | determine the transaction price; | |
● | allocate the transaction price to performance obligations in the contract; and | |
● | recognize revenue as the performance obligation is satisfied. |
Currently, the Company operates two business segments, the Healthcare Business and liabilities. the Wine Business.
The useHealthcare Business mainly provides health consulting advisory services and healthcare and wellness products to the customers.
Revenue is earned from the rendering of estimates and assumptions may also affecthealth consulting advisory services to the reported amounts of revenues and expenses. Actual results could differ from those estimates or assumptions.
Net loss per share of common stock
customers. The loss per share of common stock is computed by dividing the net loss duringCompany recognizes services revenue over the period presented by the weighted average number of shares outstanding during that same period.
Income taxes
We account for income taxes in accordance with FASB ASC 740-10-05, “Accounting for Income Taxes”. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differencessuch services are performed. Amounts expected to reverse. Deferred tax assets will be reflected onrecognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion.
The sale and distribution of the healthcare products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17% on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when itthe product delivered to the customers. The Company records its cost including taxes.
The Wine Business mainly provides the wine products to the customers. Revenue is determined thatrecognized from the sale of wine products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17% on the invoiced value of sales. The Company recorded 0 product sales returns for the six months ended June 30, 2022 and 2021. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records its cost including taxes.
Disaggregation of Revenue
The following table provides information about disaggregated revenue from customers into the nature of the products and services, and geographic regions, and includes a reconciliation of the disaggregated revenue with reportable segments.
SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS
For the Three Months Ended June 30, 2022 | For the Three Months Ended June 30, 2021 | |||||||
Consultancy service income | $ | 71,394 | $ | 165,640 | ||||
Sales of healthcare | 23,441 | 101,286 | ||||||
TOTAL | $ | 94,835 | $ | 266,926 |
For the Six Months Ended June 30, 2022 | For the Six Months Ended June 30, 2021 | |||||||
Consultancy service income | $ | 135,452 | $ | 165,640 | ||||
Sales of healthcare | 28,182 | 268,929 | ||||||
TOTAL | $ | 163,634 | $ | 434,569 |
Income taxes
The Company adopted the ASC Topic 740, “Income Taxes” paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the assettax position will be realized. A valuation allowancesustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has currently been recordeda greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to reduce ourits liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
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The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assetassets recorded on its balance sheets and provides valuation allowances as management deems necessary.
Uncertain tax positions
The Company did not take any uncertain tax positions and had no adjustments to $0.its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and six months ended June 30, 2022 and 2021, respectively.
Foreign currencies translation
6
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.
TRAFALGAR RESOURCES, INC.
Notes to Unaudited Financial Statements
December 31, 2017
(continued)
Note 1: SummaryThe reporting currency of Significant Accounting Policies (continued)
Revenue recognition
We will recognize revenuethe Company is United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the People’s Republic of China and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with FASB ASC 605, “Revenue Recognition.Topic 830-30, “Translation of Financial Statement” Under FASB ASC 605, revenue is recognized, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation of amounts from HK$ and RMB into US$ has been made at the pointfollowing exchange rates for the six months ended June 30, 2022 and 2021:
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES
2022 | 2021 | |||||||
Period-end HK$:US$ exchange rate | 0.12744 | 0.12878 | ||||||
Period average HK$:US$ exchange rate | 0.12779 | 0.12884 | ||||||
Period-end RMB:US$ exchange rate | 0.14930 | 0.15484 | ||||||
Period average RMB:US$ exchange rate | 0.15438 | 0.15461 |
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of passagecommon shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the customerdenominator is increased to include the number of titleadditional common shares that would have been outstanding if the potential common stock equivalents had been issued and riskif the additional common shares were dilutive.
Comprehensive income
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of loss, when therecomprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is persuasive evidencenot included in the computation of income tax expense or benefit.
Leases
The Company adopted ASC Topic 842, “Leases”, using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2019 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in ASC Topic 840, “Leases”.
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At the inception of an arrangement, the sales priceCompany determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
In accordance with the guidance in ASC Topic 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.
The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.
Related parties
The Company follows the ASC Topic 850-10, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and contingencies
The Company follows the ASC Topic 450-20, “Contingencies” to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
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If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and collectionmaterial, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the resulting receivable is reasonably assured. We will recognize revenue as services are provided. Revenues will be reflected netCompany’s business, financial position, and results of coupon discounts.operations or cash flows.
Fair value of financial instruments
The Company follows ASC Topic 825 “Financial Instruments” paragraph 825-10-50-10 for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of afair value hierarchy defined by paragraph 820-10-35-37 are described below:
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial instrumentassets and liabilities fall within more than one level described above, the categorization is based on the amount at whichlowest level input that is significant to the instrument could be exchanged in a current transaction between willing parties. fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and other current assets, accounts payable, taxes payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments.
Going concernSegment Reporting
As shownASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the accompanyingCompany operates in one reportable operating segment in Hong Kong and China.
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s financial statements the Company had a deficit working capital and a retained deficit incurred through December 31, 2017 which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Management intends to seek new capital from a related party to provide needed funds. disclosures.
New accounting pronouncements
The Company has reviewed Accounting Standards Updates (“ASU”)all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
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NOTE 3 - SEGMENT REPORTING
Currently, the Company has two reportable business segments:
(i) | Healthcare Segment, mainly provides health consulting advisory services and healthcare and wellness products to the customers; and |
(ii) | Wine Segment, mainly provides the wine products to the customers. |
SUMMARY OF REPORTABLE SEGMENTS
Three months ended 30 June, 2022 | ||||||||||||
Healthcare Segment | Wine Segment | Total | ||||||||||
Revenue from external customers: | ||||||||||||
Consulting service income | $ | 71,394 | $ | – | $ | 71,394 | ||||||
Sale of healthcare products | – | 23,441 | 23,441 | |||||||||
Total revenue | 71,394 | 23,441 | 94,835 | |||||||||
Cost of sales: | ||||||||||||
Consulting service income | (14,025 | ) | - | (14,025 | ) | |||||||
Sale of healthcare products | - | (14,449 | ) | (14,449 | ) | |||||||
Total cost of revenue | (14,025 | ) | (14,449 | ) | (28,474 | ) | ||||||
Gross profit | 57,369 | 8,992 | 66,361 | |||||||||
Operating Expenses | ||||||||||||
Selling and distribution | - | (2,642 | ) | (2,642 | ) | |||||||
General and administrative | (33,055 | ) | (74,707 | ) | (107,762 | ) | ||||||
Total operating expenses | (33,055 | ) | (77,349 | ) | (110,404 | ) | ||||||
Segment income (loss) | $ | 24,314 | $ | (68,357 | ) | $ | (44,043 | ) |
Three months ended 30 June, 2021 | ||||||||||||
Healthcare Segment | Wine Segment | Total | ||||||||||
Revenue from external customers: | ||||||||||||
Consulting service income | $ | 165,640 | $ | – | $ | 165,640 | ||||||
Sale of healthcare products | – | 101,286 | 101,286 | |||||||||
Total revenue | 165,640 | 101,286 | 266,926 | |||||||||
Cost of sales: | ||||||||||||
Consulting service income | (10,803 | ) | - | (10,803 | ) | |||||||
Sale of healthcare products | - | (48,481 | ) | (48,481 | ) | |||||||
Total cost of revenue | (10,803 | ) | (48,481 | ) | (59,284 | ) | ||||||
Gross profit | 154,837 | 52,805 | 207,642 | |||||||||
Operating Expenses | ||||||||||||
Selling and distribution | - | (2,563 | ) | (2,563 | ) | |||||||
General and administrative | (32,381 | ) | (138,419 | ) | (170,800 | ) | ||||||
Total operating expenses | (32,381 | ) | (140,982 | ) | (173,363 | ) | ||||||
Segment income (loss) | $ | 122,456 | $ | (88,177 | ) | $ | 34,279 |
Six months ended June 30, 2022 | ||||||||||||
Healthcare Segment | Wine Segment | Total | ||||||||||
Revenue from external customers: | ||||||||||||
Consulting service income | $ | 135,452 | $ | – | $ | 135,452 | ||||||
Sale of healthcare products | – | 28,182 | 28,182 | |||||||||
Total revenue | 135,452 | 28,182 | 163,634 | |||||||||
Cost of sales: | ||||||||||||
Consulting service income | (28,268 | ) | - | (28,268 | ) | |||||||
Sale of healthcare products | - | (19,043 | ) | (19,043 | ) | |||||||
Total cost of revenue | (28,268 | ) | (19,043 | ) | (47,311 | ) | ||||||
Gross profit | 107,184 | 9,139 | 116,323 | |||||||||
Operating Expenses | ||||||||||||
Selling and distribution | - | (2,650 | ) | (2,650 | ) | |||||||
General and administrative | (64,534 | ) | (168,157 | ) | (232,691 | ) | ||||||
Total operating expenses | (64,534 | ) | (170,807 | ) | (235,341 | ) | ||||||
Segment income (loss) | $ | 42,650 | $ | (161,668 | ) | $ | (119,018 | ) |
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Six months ended June 30, 2021 | ||||||||||||
Healthcare Segment | Wine Segment | Total | ||||||||||
Revenue from external customers: | ||||||||||||
Consulting service income | $ | 165,640 | $ | – | $ | 165,640 | ||||||
Sale of healthcare products | – | 268,929 | 268,929 | |||||||||
Total revenue | 165,640 | 268,929 | 434,569 | |||||||||
Cost of sales: | ||||||||||||
Consulting service income | (10,803 | ) | - | (10,803 | ) | |||||||
Sale of healthcare products | - | (202,165 | ) | (202,165 | ) | |||||||
Total cost of revenue | (10,803 | ) | (202,165 | ) | (212,968 | ) | ||||||
Gross profit | 154,837 | 66,764 | 221,601 | |||||||||
Operating Expenses | ||||||||||||
Selling and distribution | - | (14,212 | ) | (14,212 | ) | |||||||
General and administrative | (67,220 | ) | (317,756 | ) | (384,976 | ) | ||||||
Total operating expenses | (67,220 | ) | (331,968 | ) | (399,188 | ) | ||||||
Segment income (loss) | $ | 87,617 | $ | (265,204 | ) | $ | (177,587 | ) |
NOTE 4 - PREPAYMENTS AND OTHER RECEIVABLES
Prepayments and other receivables consisted of the following:
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLE
June 30, 2022 | December 31, 2021 | |||||||
Prepayments | $ | - | $ | 3,077 | ||||
Other deposits | 33,777 | 33,961 | ||||||
Other receivables | 90,179 | 102,216 | ||||||
Prepayments and other receivable | $ | 123,956 | $ | 139,254 |
Other receivables represented deposit payments made to suppliers for daily operation, procurement, which are interest-free, unsecured and received by the Company when cooperation with suppliers are terminated.
NOTE 5 - INVENTORIES
Inventories consisted of the following:
SCHEDULE OF INVENTORIES
June 30, 2022 | December 31, 2021 | |||||||
Finished goods | $ | 300,521 | $ | 327,551 |
For the three and six months ended June 30, 2022 and 2021, 0 allowance for obsolete inventories was recorded by the Company.
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NOTE 6 - LEASE
The Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 2 to 4 years, through ASU No. 2016-20, which contain technical corrections to existing guidance or affect guidance to specialized industries or entitiesDecember 31, 2025.
Right of use assets and lease liability – right of use are as follows:
SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITY
June 30, 2022 | December 31, 2021 | |||||||
Right-of-use assets | $ | 278,235 | $ | 350,563 |
The lease liability – right of use is as follows:
June 30, 2022 | December 31, 2021 | |||||||
Current portion | 106,888 | 114,132 | ||||||
Non-current portion | 183,050 | 246,022 | ||||||
Total | $ | 289,938 | $ | 360,154 |
As of June 30, 2022, the operating lease payment of $106,888 will become matured in the next 12 months.
NOTE 7 - PLANT AND EQUIPMENT
SCHEDULE OF PLANT AND EQUIPMENT
June 30, 2022 | December 31, 2021 | |||||||
Motor vehicle | $ | 311,343 | $ | 311,343 | ||||
Furniture, fixture and equipment | 15,465 | 15,465 | ||||||
Leasehold improvement | 27,358 | 27,358 | ||||||
Foreign translation adjustment | 2,841 | 17,603 | ||||||
Plant and equipment, gross | 357,007 | 371,769 | ||||||
Less: accumulated depreciation | (264,698 | ) | (228,507 | ) | ||||
Foreign translation adjustment | 557 | (10,658 | ) | |||||
Plant and equipment, net | $ | 92,866 | $ | 132,604 |
Depreciation expense for the three and six months ended June 30, 2022 were recently issued. These updates have no current applicability$16,573 and $36,191, respectively.
Depreciation expense for the three and six months ended June 30, 2021 were $21,241 and $42,671, respectively.
NOTE - 8 AMOUNTS DUE TO A DIRECTOR AND A RELATED COMPANY
As of June 30, 2022 and December 31, 2021, the amounts represented temporary advances to the Company by its director and its related company which were unsecured, interest-free and have no fixed terms of repayments.
NOTE 9 – SHAREHOLDERS’ EQUITY
Preferred Stock
The Company is not currently authorized to issue shares of preferred stock. The Certificate of Incorporation however, allows the board of directors to authorize the issuance of preferred stock with voting or theirconversion rights that could adversely affect the voting power or other rights of the holders of the common stock in the event that shares of preferred stock are authorized in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. The Company has no current plans to issue any shares of preferred stock.
Common Stock
The Company is authorized, subject to limitations prescribed by Delaware law, to issue up to shares of common stock with a nominal par value of $ .
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Dividend Rights
Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.
Voting Rights
Each holder of common stock is entitled to one vote for each share of common stock held on the financial statements wouldall matters submitted to a vote of stockholders. Under our Certificate of Incorporation, stockholders do not have been significant.the right to cumulate votes for the election of directors.
NOTE 2: RELATED PARTY TRANSACTIONSNo Preemptive or Similar Rights
At December 31, 2017Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
Upon our dissolution, liquidation or winding-up, the Company owed $110,239assets legally available for distribution to our stockholders are distributable ratably among the holders of interest and $220,000our common stock, subject to its President. Note 1 is for $10,000 and bears interestprior satisfaction of 4.5% per year. Note 2 is for $10,000 and bears interest of 4.5% per year and $10,450 in interest and principal was due February 28, 2011. Note 3 is for $20,000 and bears interest of 4.5% per year. $900 in interest was due on January 15, 2011, 2012, and 2013. $20,900 in interest and principal was due January 15, 2014. Note 1, 2 and 3 are in default resulting in an 18% default rate of interest accruing.
Note 4 is for $10,000 and bears interest of 4.5% per year. Interest of $450 was due on May 7, 2011, 2012, 2013, and 2014. Interest and principal of $10,450 was due May 7, 2015. Note 4 is in default resulting in a 14% default rate of interest accruing.
7
TRAFALGAR RESOURCES, INC.
Notes to Unaudited Financial Statements
December 31, 2017
(continued)
NOTE 2: RELATED PARTY TRANSACTIONS (continued)
Note 5 is for $20,000 and bears interest of 4.75% per year. Interest of $950 was due on February 1, 2012, 2013, and 2014. Interest and principal of $20,950 was due on February 1, 2015. Note 5 is in default resulting in a 12% default rate of interest accruing.
Note 6 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due on February 1, 2013. Interest and principal of $21,600 was due on February 1, 2014. Note 6 is in default resulting in a 12% default rate of interest.
Note 7 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due on March 1, 2014. Interest and principal of $21,600 was due on March 1, 2015. Note 7 is in default resulting in a 12% default rate of interest accruing.
Note 8 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due February 3, 2015. Interest and principal of $21,600 was due on February 3, 2016. Note 8 is in default resulting in a 12% default rate of interest accruing.
Note 9 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due December 12, 2016. Interest and principal of $32,400 was due December 12, 2016. Note 9 is in default resulting in a 12% default rate of interest accruing.
Note 10 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due January 5, 2017. Interest and principal of $32,400 is due January 5, 2018.
Note 11 is for $30,000 and bears interest of 8.0%. Interest of $2,400 was due December 27, 2017. Interest and principal of $32,400 is due December 27, 2018.
Related party notes payable are due as follows:
Year ending September 30,
2018: $190,000
2019: $30,000
NOTE 3: INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assetsall outstanding debt and liabilities and their tax bases. Deferred tax assets are reduced bythe preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
As of June 30, 2022, and December 31, 2021, a valuation allowance when,total of and outstanding shares of common stock were issued, respectively.
NOTE 10 - INCOME TAXES
The provision for income taxes consisted of the following:
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE
Six months ended June 30, | ||||||||
2022 | 2021 | |||||||
Current tax | $ | 6,573 | $ | - | ||||
Deferred tax | - | - | ||||||
Income tax expense | $ | 6,573 | $ | - |
The Company mainly operates in the opinionPRC that is subject to taxes in the governing jurisdictions in which it operates. The effective tax rate in the years presented is the result of management, itthe mix of income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows:
BVI
Under the current BVI law, the Company is more likely than not that some portion or allsubject to tax on income.
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The PRC
The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows:
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE
Six months ended June 30, | ||||||||
2022 | 2021 | |||||||
Loss before income taxes | $ | (152,669 | ) | $ | (257,606 | ) | ||
Statutory income tax rate | 25 | % | 25 | % | ||||
Income tax expense at statutory rate | (38,167 | ) | (64,402 | ) | ||||
Net operating loss | 38,167 | 64,402 | ||||||
Income tax expense | $ | - | $ | - |
Hong Kong
The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows:
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE
Six months ended June 30, | ||||||||
2022 | 2021 | |||||||
Profit before income taxes | $ | 55,876 | $ | 103,283 | ||||
Profit (loss) before income taxes | $ | 55,876 | $ | 103,283 | ||||
Statutory income tax rate | 8.25 | % | 8.25 | % | ||||
Income tax expense at statutory rate | 4,610 | 8,521 | ||||||
Tax adjustments | 1,963 | - | ||||||
One-off tax reduction | - | (8,521 | ) | |||||
Income tax expense | $ | 6,573 | $ | - |
The following table sets forth the significant components of the deferred tax assets will not be realized. Deferred tax assetsof the Company as of June 30, 2022 and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Income tax periods 2014, 2015 and 2016 are open for examination by taxing authorities.
TRAFALGAR RESOURCES, INC.
Notes to Unaudited Financial Statements
December 31, 20172021:
(continued)SCHEDULE OF DEFERRED TAX ASSETS
June 30, 2022 | December 31, 2021 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | ||||||||
- United States | $ | 43,086 | 54,747 | |||||
- PRC | 315,729 | 246,903 | ||||||
Net operating loss carryforwards | 358,815 | 301,650 | ||||||
Less: valuation allowance | (358,815 | ) | (301,650 | ) | ||||
Deferred tax assets, net | $ | - | $ | - |
NOTE 3: INCOME TAXES 11 - RELATED PARTY TRANSACTIONS(continued)
From time to time, the Company’s director advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.
The income taxCompany has been provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense (benefit) for the quarter ended December 31, 2017 differsin its condensed consolidated financial statements.
Apart from the amount computed usingtransactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the federal statutory rates as follows:Company has no other significant or material related party transactions during the periods presented.
| Quarter Ended December 31, 2017 |
| Quarter Ended December 31, 2016 |
Income tax expense (benefit) at | $(4,428) |
| $(5,816) |
Valuation allowance | 4,428 |
| 5,816 |
| -- |
| -- |
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On December 22, 2017,
NOTE 12 - CONCENTRATIONS OF RISK
The Company is exposed to the 2017 Tax Cutsfollowing concentrations of risk:
(a) Major customers
For the three and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earningssix months ended June 30, 2022 and a reduction2021, the customers who account for 10% or more of the corporate income tax rate to 21% effective January 1, 2018, among others. WeCompany’s revenues and its outstanding receivables balance as at period-end dates, are required to recognizepresented as follows:
SCHEDULE OF CONCENTRATIONS OF RISK
Three Months ended June 30, 2022 | ||||||||
Customer | Revenues | Percentage of revenues | ||||||
Customer C | $ | 71,394 | 75 | % | ||||
Customer D | 14,084 | 15 | % | |||||
Total: | $ | 85,478 | 90 | % |
Six months ended June 30, 2022 | June 30, 2022 | |||||||||||||||||||
Customer | Revenues | Percentage of revenues | Accounts receivable | Percentage of Accounts Receivable | ||||||||||||||||
Customer C | 135,452 | 83 | % | - | - | |||||||||||||||
Total: | $ | 135,452 | 83 | % | Total | - | - |
Three Months ended June 30, 2021 | ||||||||
Customer | Revenues | Percentage of revenues | ||||||
Customer A | $ | 84,877 | 32 | % | ||||
Customer B | 165,640 | 62 | % | |||||
Total: | $ | 250,517 | 94 | % |
Six Months ended June 30, 2021 | June 30,2021 | |||||||||||||||
Customer | Revenues | Percentage of revenues | Accounts receivable | Percentage of Accounts Receivable | ||||||||||||
Customer A | $ | 252,520 | 58 | % | 164,682 | 98 | % | |||||||||
Customer B | 165,640 | 40 | % | - | - | |||||||||||
Total: | $ | 418,160 | 98 | % | 164,682 | 98 | % |
The Company’s customers are located in the effectPeople’s Republic of China and Hong Kong.
(a) Major vendors
For the three and six months ended June 30, 2022, a single vendor represented more than 10% of the tax law changesCompany’s purchases. This vendor accounted for 100% of the Company’s purchases amounting to $0 with $0 of accounts payable and amounting to $7,981 with $0 of accounts payable, respectively.
For the three and six months ended June 30, 2021, a single vendor represented more than 10% of the Company’s purchases. This vendor accounted for 100% of the Company’s purchases amounting to $69,444 with $0 of accounts payable and amounting to $193,186 with $0 of accounts payable, respectively.
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All of the Company’s vendors are located in the periodPeople’s Republic of enactment, such as determiningChina.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the transition tax, remeasuring our U.S. deferred tax assetsconcentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities.relatively short collection terms. The Company does not have any foreign earningsgenerally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Economic and political risk
The Company’s major operations are conducted in the People’s Republic of China. Accordingly, the political, economic, and legal environments in PRC, as well as the general state of PRC’s economy may influence the Company’s business, financial condition, and results of operations.
(e) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain steady; therefore we do not anticipatethere is a possibility that the impactCompany could post the same amount of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income taxprofit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of 21%. SinceRMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
NOTE 13 - COMMITMENTS AND CONTINGENCIES
As of June 30, 2022, the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period inCompany has no material commitments or contingencies.
NOTE 14 - SUBSEQUENT EVENTS
In accordance with SAB 118.
Deferred tax assetsASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for the quarter ending December 31, 2017 are comprised primarilyand disclosure of the following:
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At December 31, 2017, the Company had a net operating loss carry forward of approximately $220,000events that may be offset against future taxable income through 2036. These losses will start to expire in the year 2016 through 2036. No tax benefit has been reported in the financial statements because the Company believes that it is more likely than not that the carryforwards will expire unused. The utilization of future losses may be limited under various provisions of the Internal Revenue Code pertaining to continuity of business operations limits and substantial changes in ownership. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. The valuation allowance decreased during the period ended December 31, 2017 by approximately $45,300 due to changes in enacted tax rates related to the Tax Act as mentioned above. Deferred tax assets related to operating loss carryforwards and related party interest decreased by approximately $32,200 and $13,100, respectively, due to the Tax Act.
Note 4: SUBSEQUENT EVENTS
The Company has evaluated subsequent events fromoccur after the balance sheet date andbut before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2022 up through the date the Company issued the unaudited condensed consolidated financial statements were issued.statements. During thisthe period, the Company did not have any material recognizable subsequent events.
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Item 2. Management’s Discussion and Analysis or Plan of Financial Condition and Results of OperationsOperation.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this periodic report that are not historical facts are hereby identified as forward-looking statements. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward-looking statements include a wide range of factors that could materially affect future developments and performance, including the following:
Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions; changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally; legal and regulatory developments, such as regulatory actions affecting environmental activities; the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes; and labor disputes, which may lead to increased costs or disruption of operations.
This list of factors that may affect future performance and the accuracy of forward-looking statements are illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
Business Overview
We are a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China. We work with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.
In addition to products, we are committed to providing customized science based wellness consultation and service programs to customers. Our diverse products and services target health conscious customers and differentiate based upon age and gender and seek to manage different conditions. We reach out to customers fitting certain health and lifestyle profiles through our offline and online consultation services, and track eating habits and health indicators to provide customized products such as supplements. We believe this will facilitate the ability of customers to monitor, understand and adjust their health practices and lifestyle anytime and anywhere for increased customer engagement and retention.
We conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017 and Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019. Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on September 5, 2018, is holding companies without operations.
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Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS
We have been significantly impacted by COVID-19 global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. China and many other countries have issued policies intended to stop or slow the further spread of the disease.
COVID-19 and China’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations.
The following table sets forth certain operational data for the three and six months ended June 30, 2022 and 2021:
Three Months Ended | Three Months Ended | |||||||
June 30, 2022 | June 30, 2021 | |||||||
Revenue, net | $ | 94,835 | $ | 266,926 | ||||
Cost of revenue | (28,474 | ) | (59,284 | ) | ||||
Gross profit | 66,361 | 207,642 | ||||||
Total operating expenses | (110,404 | ) | (173,363 | ) | ||||
Total other income | 10,625 | 391 | ||||||
(Loss) income before income tax | (33,418 | ) | 34,670 | |||||
Income tax expenses | (4,305 | ) | - | |||||
Net (loss) income | (37,723 | ) | 34,670 |
Six Months Ended | Six Months Ended | |||||||
June 30, 2022 | June 30, 2021 | |||||||
Revenue, net | $ | 163,634 | $ | 434,569 | ||||
Cost of revenue | (47,311 | ) | (212,968 | ) | ||||
Gross profit | 116,323 | 221,601 | ||||||
Total operating expenses | (235,341 | ) | (399,188 | ) | ||||
Total other income | 11,044 | 7,190 | ||||||
Loss before income tax | (107,974 | ) | (170,397 | ) | ||||
Income tax expenses | (6,573 | ) | - | |||||
Net loss | (114,547 | ) | (170,397 | ) |
Revenue. For the three and six months ended June 30, 2022, we generated revenues of $94,835 and $163,634, respectively. For the comparative three and six months ended June 30, 2021, we generated revenues of $266,926 and $434,569, respectively. The significant decrease in revenue because a significant drop in the sales of $240,747 in the PRC. The major customers are located in Hong Kong during the period ended June 30, 2022, while the major customers are located in the PRC during the period ended June 30, 2021.
Cost of Revenue. For the three and six months ended June 30, 2022, the cost of revenue was $28,474 and $47,311, respectively, and as a percentage of net revenue, approximately 30% and 29%. Cost of revenue for the three and six months ended June 30, 2021 was $59,284 and $212,968, respectively, and as a percentage of net revenue, approximately 22% and 49%, respectively. The cost of revenue decreased due to a significant drop in the sales in the PRC and the major income was from Hong Kong mentioned above.
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Operation expenses. For the three and six months ended June 30, 2022, the operation cost was $110,404 and $235,341, respectively, and while for the three and six months ended June 30, 2021 was $173,363 and $399,188, respectively. The operation expenses decreased due to a decrease in administrative expenses.
Other income. For the three and six months ended June 30, 2022, the other income was $10,625 and $11,044, respectively and while for the three and six months ended June 30, 2021 was $391 and $7,190, respectively. The other income increased due to receipt of government subsidies during the period ended June 30, 2022.
Net Loss. For the three and six months ended June 30, 2022, we incurred a net loss of $37,723 and $114,547, respectively and while for the three and six months ended June 30, 2021, we incurred a net income of $34,670 and net loss of $170,397, respectively. The decrease in net loss is primarily attributable to the decrease in administrative expenses and decrease in revenue.
Liquidity and Capital Resources
As of June 30, 2022, we had cash and cash equivalents of $477,214, inventories of $300,521, right-of-use assets of $278,235, tax recoverable of $70, and prepayments and other receivables of $123,956.
As of December 31, 2021, we had cash and cash equivalents of $609,434, inventories of $327,551, right-of-use assets of $350,563, tax recoverable of $8,910, and prepayments and other receivables of $139,254.
We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.
Six Months Ended June 30, | ||||||||
2022 | 2021 | |||||||
Net cash used in operating activities | $ | (126,912 | ) | $ | (277,780 | ) | ||
Net cash used in investing activities | - | - | ||||||
Net cash (used in) provided by financing activities | (4,796 | ) | 50,178 |
Net Cash Used In Operating Activities.
For the six months ended June 30, 2022, net cash used in operating activities was $126,912, which consisted primarily of decrease in prepayments and other receivables of $15,298, decrease in inventories of $27,030, increase in accrued liabilities and other payables of $7,139, increase in income tax payable of 8,840, decrease in customers deposits of $93,832, and decrease in lease liabilities of $49,104.
For the six months ended June 30, 2021, net cash used in operating activities was $277,780, which consisted primarily of the increase in accounts receivables of $167,223, increase in prepayments and other receivables of $9,185, decrease in inventories of $65,411, increase in accrued liabilities and other payables of $46,084, decrease in accounts payable of $7,827, increase in income tax payable of 7,305, decrease in customers deposits of $128,499, and increase in lease liabilities of $36,135.
We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.
Net Cash Used In Investing Activities.
For the six months ended June 30, 2022, there is no net cash used in investing activities.
For the six months ended June 30, 2021, there is no net cash used in investing activities.
Net Cash (Used In) Provided By Financing Activities.
For the six months ended June 30, 2022, net cash used in financing activities was $4,796, which consisted primarily of repayment to a director of $4,796
For the six months ended June 30, 2021, net cash provided by financing activities was $50,178, which consisted primarily of advance from a director of $81,899 and repayment of lease liabilities of $31,721.
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Off Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.
Critical Accounting Policies, Judgments and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our management to make assumptions, estimates and assumptionsjudgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following accounting policies are critical in the unaudited Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the three month periods ended December 31, 2017, to the items disclosed as significant accounting policies since the Company’s last auditedpreparation of our financial statements for the year ended September 30, 2017.statements.
The Company’s accounting policies are more fully described in Note 12 of the financial statements. As discussed in Note 1,2, the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the future events that affect the amounts reported in the financial statements and the accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual differences could differ from these estimates under different assumptions or conditions. The Company believes that the following addresses the Company’s most critical accounting policies.
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Revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured. We recognize revenue as services are provided.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized. A valuation allowance has currently been recorded to reduce our deferred tax asset to $0.
Business of the Company
The Company was incorporated under the laws of the state of Utah on October 25, 1972, under the name of Electronic Agricultural Machinery Development Corporation. In 1974, the Company changed its name to Zenith Development Corporation. In 1980, the Company changed its name to Alternative Energy Resources, Inc. In 2004, the Company changed its name to Trafalgar Resources, Inc.
Initially, the Company sought to develop and market inventions, including an asparagus harvester, a hot water saving device and a gas alert signal. Ultimately, none of the inventions were successful and they were abandoned. The Company ceased to conduct any business and has not conducted any business during the last three years.
Currently, the Company is in the process of investigating potential business ventures which, in the opinion of management, will provide a source of eventual profit to the Company. Such involvement may take many forms, including the acquisition of an existing business or the acquisition of assets to establish subsidiary businesses. All risks inherent in new and inexperienced enterprises are inherent in the Company’s business.
The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Company has only limited resources, it may be difficult to find good opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders. The Company will select any potential business opportunity based on management's business judgment.
The activities of the Company are subject to several significant risks which arise primarily as a result of the fact that the Company has no specific business and may acquire or participate in a business opportunity based on the decision of management which potentially could act without the consent, vote, or approval of the Company’s shareholders. The risks faced by the Company are further increased as a result of its lack of resources and its inability to provide a prospective business opportunity with significant capital.
Discussion and Analysis of Financial Condition and Results of Operations
The Company is in the process of looking for potential business ventures. As the Company possesses limited funds, the Company will be extremely limited in its attempts to locate potential business situations for investigation. The Company intends to commence, on a limited basis, the process of investigating possible merger and acquisition candidates, and believes that the Company’s status as a publicly-held corporation will enhance its ability to locate such potential business ventures. No assurance can be given as to when the Company may locate suitable business opportunities and such opportunities may be difficult to locate; however, the Company intends to actively search for potential business ventures for the foreseeable future. The Company’s management does not expect to remain involved as management of any acquired business.
Management anticipates that due to its lack of funds, and the limited amount of its resources, the Company may be restricted to participation in only one potential business venture. This lack of diversification should be considered a substantial risk because it will not permit the Company to offset potential losses from one venture against gains from another.
Business opportunities, if any arise, are expected to become available to the Company principally from the personal
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contacts of its officers and directors. While it is not expected that the Company will engage professional firms specializing in business acquisitions or reorganizations, such firms may be retained if funds become available in the future, and if deemed advisable. Opportunities may thus become available from professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and other sources of unsolicited proposals. In certain circumstances, the Company may agree to pay a finder’s fee or other form of compensation, including perhaps one-time cash payments, payments based upon a percentage of revenues or sales volume, and/or payments involving the issuance of securities, for services provided by persons who submit a business opportunity in which the Company shall decide to participate, although no contracts or arrangements of this nature presently exist. The Company is unable to predict at this time the cost of locating a suitable business opportunity.
The analysis of business opportunities will be undertaken by or under the supervision of the Company’s management, none of whom is a professional analyst and none of whom have significant general business experience. Among the factors which management will consider in analyzing potential business opportunities are the available technical, financial and managerial resources; working capital and financial requirements; the history of operation, if any; future prospects; the nature of present and anticipated competition; potential for further research, developments or exploration; growth and expansion potential; the perceived public recognition or acceptance of products or services; name identification, and other relevant factors.
It is not possible at present to predict the exact manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed and, based upon such review, the appropriate legal structure or method of participation will be decided upon by management. Such structures and methods may include, without limitation, leases, purchase and sale agreements, licenses, joint ventures; and may involve merger, consolidation or reorganization. The Company may act directly or indirectly through an interest in a partnership, corporation or reorganization. However, it is most likely that any acquisition of a business venture the Company would make would be by conducting a reorganization involving the issuance of the Company’s restricted securities. Such a reorganization may involve a merger (or combination pursuant to state corporate statutes, where one of the entities dissolves or is absorbed by the other), or it may occur as a consolidation, where a new entity is formed and the Company and such other entity combine assets in the new entity. A reorganization may also occur, directly or indirectly, through subsidiaries, and there is no assurance that the Company would be the surviving entity. Any such reorganization could result in loss of control of a majority of the shares. The Company’s present directors may be required to resign in connection with a reorganization.
The Company may choose to enter into a venture involving the acquisition of or merger with a company which does not need substantial additional capital but desires to establish a public trading market of its securities. Such a company may desire to consolidate its operations with the Company through a merger, reorganization, asset acquisition, or other combination, in order to avoid possible adverse consequences of undertaking its own public offering. Such consequences might include expense, time delays or loss of voting control. In the event of such a merger, the Company may be required to issue significant additional shares, and it may be anticipated that control over the Company’s affairs may be transferred to others.
As part of their investigation of acquisition possibilities, the Company’s management may meet with executive officers of the business and its personnel; inspect its facilities; obtain independent analysis or verification of the information provided, and conduct other reasonable measures, to the extent permitted by the Company’s limited resources and management’s limited expertise. Generally, the Company intends to analyze and make a determination based upon all available information without reliance upon any single factor as controlling.
In all likelihood, the Company’s management will be inexperienced in the areas in which potential businesses will be investigated and in which the Company may make an acquisition or investment. Thus, it may become necessary for the Company to retain consultants or outside professional firms to assist management in evaluating potential investments. The Company can give no assurance that it will be able to find suitable consultants or managers. The Company has no policy regarding the use of consultants, however, if management, in its discretion, determines that it is in the best interests of the Company, management may seek consultants to review potential merger or acquisition candidates.
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It may be anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention, and substantial costs for accountants, attorneys and others. Should a decision thereafter be made not to participate in a specific business opportunity, it is likely that costs already expended would not be recoverable. It is likely, in the event a transaction should eventually fail to be consummated, for any reason, that the costs incurred by the Company would not be recoverable. The Company’s officers and directors are entitled to reimbursement for all expenses incurred in their investigation of possible business ventures on behalf of the Company, and no assurance can be given that if the Company has available funds they will not be depleted in such expenses.
Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like the Company, without many assets or many liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the registration process of “going public.” However, should any of these conditions change, it is very possible that there would be little or no economic value for anyone taking over control of the Company.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2017, the Company had $12,472 in current assets and $330,971 in current liabilities resulting in a negative working capital as of December 31, 2017 of $318,499. The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and maintaining the Company’s reporting obligations to the Securities and Exchange Commission. Current management has indicated a willingness to help support the Company’s ongoing expenses through the purchase of securities of the Company or loans to the Company. Existing liabilities are related to loans by management to help fund ongoing expenses.
For the three months ended December 31, 2017, the Company had $6,001 in general and administrative expense related to maintaining its corporate status, and paying accounting and legal fees. Additionally, the Company had related party interest expense of $6,650 for the three months ended December 31, 2017. Management anticipates only nominal continuing expenses related to investigating business opportunities and legal and accounting costs. For the three months ended December 31, 2017, the Company had a net loss of $12,651, compared to a loss of $16,616 for the three months ended December 31, 2016.
Since inception, the Company has not generated significant revenue, and it is unlikely that any revenue will be generated until the Company locates a business opportunity with which to acquire or merge. Management of the Company will be investigating various business opportunities. These efforts may cost the Company not only out of pocket expenses for its management but also expenses associated with legal and accounting costs. There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities.
Management does not anticipate employing any employees in the future until a merger or acquisition can be accomplished. Management will continue to rely on outside consultants to assist in its corporate filing requirements.
RESULTS OF OPERATIONS
The Company has not had any significant revenues. The Company continues to suffer a loss related to maintaining its corporate status and reporting obligations. For the three months ended December 31, 2017, the Company had a net loss of $12,651. The Company does not anticipate any revenue until it locates a new business opportunity.
Off-balance sheet arrangements
The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.
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Forward-looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of our Company. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward-looking statements include a wide range of factors that could materially affect future developments and performance, including the following:
Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions; changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally; legal and regulatory developments, such as regulatory actions affecting environmental activities; the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes; and labor disputes, which may lead to increased costs or disruption of operations.
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
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Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk.Risk
NA-Smaller Reporting CompanyNot required for smaller reporting companies.
Item 4. Controls and Procedures.Procedures
Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.
(a) Evaluation of Disclosure Controls and Procedures
Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected but we believe the controls and procedures do provide a reasonable assurance.
(b) Changes in internal control over financial reportingthe Company’s Internal Controls Over Financial Reporting
There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.
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PARTPart II - OTHER INFORMATIONOther Information
ITEMItem 1. Legal Proceedings
NoneThere are no legal proceedings, which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
ITEMItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
We have not sold any restricted securities during the three and six months ended December 31, 2017.June 30, 2022.
Use of Proceeds of Registered Securities
None; not applicable.
Purchases of Equity Securities by Us and Affiliated Purchasers
During the three and six months ended December 31, 2017,June 30, 2022, we have not purchased any equity securities nor have any officers or directors of the Company.
ITEMItem 3. Defaults Upon Senior Securities
We are not aware of any defaults upon senior securities. Management has indicated they do not, at this time, intend to pursue the defaults.
ITEMItem 4. Mine Safety Disclosures
The Company isNone; not involved in the mining business and has no safety disclosure issues.applicable.
ITEMItem 5. Other Information.Information
The Company has relied on loans from its president. As of December 31, 2017, the Company was in default on such loans.None; not applicable.
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ITEMItem 6. Exhibits
(a) Exhibits. No.
31.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 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* | Inline XBRL Instance Document | ||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | These interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
Item 4
Exhibit No.
25 |
Instruments Defining the Rights of Security Holders
Location
31
CEO certification Pursuant
to 18 USC Section 1350, as
adopted pursuant to Section 302
of Sarbanes-Oxley Act of 2002
This Filing
31
CFO certification Pursuant
to 18 USC Section 1350, as
adopted pursuant to Section 302
of Sarbanes-Oxley Act of 2002
This Filing
32
CEO Certification pursuant toSIGNATURES
section 906
This Filing
32
CFO Certification pursuant to
15
Section 906
This Filing
101.INS
XBRL Instance*
101.XSD
XBRL Schema*
101.CAL
XBRL Calculation*
101.DEF
XBRL Definition*
101.LAB
XBRL Label*
101.PRE
XBRL Presentation*
*These interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
China Foods Holdings Ltd. | ||
Dated: August 15, 2022 | By: | /s/ Kong Xiao Jun |
Kong Xiao Jun | ||
Chief Executive Officer & Chief Financial Officer |
26 |
Trafalgar Resources, Inc.
[Registrant]
Dated: February 13, 2018
By: /s/ Anthony Brandon Escobar
Anthony Brandon Escobar, President
(Principal Executive Officer)
February 13, 2018
By: /s/ Anthony Coletti
Anthony Coletti, Principal Accounting
Officer
17