Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 12, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Future FinTech Group Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 41,734,946 | |
Amendment Flag | false | |
Entity Central Index Key | 0001066923 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-34502 | |
Entity Incorporation, State or Country Code | FL | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 576,303 | $ 539,316 |
Accounts receivable | 464 | 4,954 |
Other receivables, net | 44,668 | 7,489 |
Inventories | 3,044 | 3,594 |
Advances to suppliers and other current assets | 145,868 | 1,668,847 |
Loan receivables | 206,512 | |
Assets related to discontinued operation | 92,772,786 | |
TOTAL CURRENT ASSETS | 976,859 | 94,996,986 |
Property, plant and equipment, net | 16,466 | 17,855 |
Intangible assets, net | 6,981,330 | 5,312,906 |
Amount due from related parties | 3,089,063 | 3,402,823 |
Long term investments | 12,250,000 | 12,250,000 |
TOTAL ASSETS | 23,313,718 | 115,980,570 |
Accounts payable | 316,783 | 320,378 |
Accrued expenses and other payables | 2,661,944 | 2,574,471 |
Advances from customers | 422,994 | 702,179 |
Short-term bank loans | 844,805 | 957,990 |
Loans payable | 2,252,556 | 1,972,909 |
Advances from issuance of the Company’s Common Stock | 500,000 | |
Liabilities related to discontinued operations | 196,261,748 | |
TOTAL CURRENT LIABILITIES | 6,999,082 | 202,789,675 |
Amount due to related parties | 1,603,177 | 1,268,101 |
TOTAL LIABILITIES | 8,602,259 | 204,057,776 |
Commitments and contingencies (Note 14) | ||
STOCKHOLDER’S EQUITY | ||
Common stock, $0.001 par value; 60,000,000 shares authorized and 38,494,063 shares issued and outstanding as of June 30, 2020 and 33,810,416 shares issued and outstanding as of December 31, 2019, respectively | 38,494 | 33,810 |
Additional paid-in capital | 109,739,379 | 107,852,827 |
Accumulated deficits | (96,636,617) | (213,314,612) |
Accumulated other comprehensive income | 3,667,726 | 12,989,408 |
Total Future FinTech Group Inc. stockholders’ equity | 16,808,982 | (92,438,567) |
Non-controlling interests | (2,097,523) | 4,361,361 |
Total stockholders’ equity | 14,711,459 | (88,077,206) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 23,313,718 | $ 115,980,570 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 38,494,063 | 33,810,416 |
Common stock, shares outstanding | 38,494,063 | 33,810,416 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | [1] | Jun. 30, 2020 | Jun. 30, 2019 | [1] | |
Income Statement [Abstract] | ||||||
Revenue | $ 113,687 | $ 257,018 | $ 313,638 | $ 417,193 | ||
Cost of goods sold | 9,359 | 116,649 | 9,872 | 246,210 | ||
Gross profit | 104,328 | 140,369 | 303,766 | 170,983 | ||
Operating Expenses | ||||||
General and administrative expenses | 413,503 | 868,951 | 2,332,817 | 1,816,644 | ||
Selling expenses | 7,693 | 492,221 | 20,474 | 558,201 | ||
Bad debt provision | 210,510 | 4,413,564 | 7,443 | |||
Total operating expenses | 631,706 | 1,361,172 | 6,766,855 | 2,382,288 | ||
Loss from operations | (527,378) | (1,220,803) | (6,463,089) | (2,211,305) | ||
Other income (expense) | ||||||
Interest income | 62 | 3,900 | 188 | 3,921 | ||
Interest expenses | (26,682) | (21,405) | (53,819) | (112,807) | ||
Other income (expenses) | 16,657 | (12,630) | (502,799) | 3,402 | ||
Total other income (expenses) | (9,963) | (30,135) | (556,430) | (105,484) | ||
Loss from Continuing Operations before Income Tax | (537,341) | (1,250,938) | (7,019,519) | (2,316,789) | ||
Income tax provision | 75 | 75 | ||||
Loss from Continuing Operations, net of tax | (537,341) | (1,251,013) | (7,019,519) | (2,316,864) | ||
Discontinued Operations (Note 9) | ||||||
Loss from discontinued operations | (721,158) | (1,307,608) | ||||
Gain on disposal of discontinued operations | 123,688,874 | |||||
NET INCOME (LOSS) | (537,341) | (1,972,171) | 116,669,355 | (3,624,472) | [2] | |
Less: Loss attributable to the non-controlling interest | (8,578) | (382,318) | (8,640) | (705,963) | ||
Net income (loss) attributable to Future Fintech Group, Inc. Common Shareholders | (528,763) | (1,589,853) | 116,677,995 | (2,918,509) | ||
Comprehensive income (loss): | ||||||
Net income (loss) | (537,341) | (1,972,171) | 116,669,355 | (3,624,472) | [2] | |
Foreign currency translation | (83,155) | 5,757,890 | (679,589) | 5,192,088 | ||
Comprehensive income (loss) | (620,496) | 3,785,719 | 115,989,766 | 1,567,616 | ||
Less: Comprehensive income (loss) attributable to non-controlling interest | 1,056,105 | (2,139,179) | 705,963 | |||
Comprehensive Income (Loss) Attributable to Future Fintech Group, Inc. Common Shareholders | $ (620,496) | $ 2,729,614 | $ 118,128,945 | $ 861,653 | ||
Basic Earnings (Loss) per Share: | ||||||
Basic loss per share from continuing operations (in Dollars per share) | $ (0.02) | $ (0.03) | $ (0.20) | $ (0.05) | ||
Basic earnings (loss) per share from discontinued operations (in Dollars per share) | (0.02) | 3.45 | (0.04) | |||
Basic Earnings (Loss) per Share from Net Income (Loss) (in Dollars per share) | (0.02) | (0.05) | 3.25 | (0.09) | ||
Diluted Earnings (Loss) per Share: | ||||||
Diluted loss per share from continuing operations (in Dollars per share) | (0.02) | (0.03) | (0.19) | (0.05) | ||
Diluted earnings (loss) per share from discontinued operations (in Dollars per share) | (0.02) | 3.39 | (0.04) | |||
Diluted Earnings (Loss) per Share from Net Income (Loss) (in Dollars per share) | $ (0.02) | $ (0.05) | $ 3.19 | $ (0.09) | ||
Weighted average number of shares outstanding | ||||||
Basic (in Shares) | 33,334,888 | 31,174,818 | 35,867,188 | 31,174,818 | ||
Diluted (in Shares) | 34,004,411 | 31,844,341 | 36,536,711 | 31,844,341 | ||
[1] | Reclassification- certain reclassifications have been made to the financial statements for the period ended June 30, 2019 to conform to the presentation for the period ended June 30, 2020, with no effect on previously reported net income (loss). | |||||
[2] | Reclassification- certain reclassifications have been made to the statements of cash flow for the period ended June 30, 2019 to conform to the presentation for the period ended June 30, 2020. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | [2] | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 116,669,355 | $ (3,624,472) | [1] |
Adjustments to reconcile net loss to net cash provided by operating activities | |||
Depreciation and amortization | 92,341 | 720,962 | |
Bad debt | 4,413,564 | 7,443 | |
Gain on sale of discontinued operations | (123,688,874) | ||
Share based compensation | 1,191,000 | ||
Changes in operating assets and liabilities | |||
Accounts receivable | 4,491 | (3,444,336) | |
Other receivable | (37,179) | 7,730,081 | |
Advances to suppliers and other current assets | (325,739) | (158,053) | |
Inventories | 549 | (174,005) | |
Accounts payable | (3,595) | 56,289 | |
Accrued expenses | 87,473 | (11,861,703) | |
Change in net assets related to discontinued operations | 608,298 | 10,450,684 | |
Advances from customers | (279,185) | 550,779 | |
Net Cash Provided by (Used in) Operating Activities | (1,267,501) | 253,669 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Payments for short-term loan investment | (206,512) | ||
Net cash used in investing activities | (206,512) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Advances from issuance of the Company’s Common Stock | 500,000 | ||
Proceeds from loans from related parties | 468,468 | ||
Repayment of amount due to related parties | (114,607) | ||
Proceeds from secured convertible promissory note | 533,278 | 503,818 | |
Changes in net assets related to discontinued operations | 31,803 | ||
Proceeds from loans | 211,876 | ||
Proceeds from sale of discontinued operations | 85,714 | ||
Net cash provided by financing activities | 1,684,729 | 535,621 | |
Effect of change in exchange rate | (173,729) | (755,177) | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 36,987 | 34,113 | |
Cash and cash equivalents, beginning of year | 539,316 | 33,461 | |
Cash and cash equivalents, end of period | 576,303 | 67,574 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION | |||
Conversion of convertible notes | $ 533,278 | ||
[1] | Reclassification- certain reclassifications have been made to the financial statements for the period ended June 30, 2019 to conform to the presentation for the period ended June 30, 2020, with no effect on previously reported net income (loss). | ||
[2] | Reclassification- certain reclassifications have been made to the statements of cash flow for the period ended June 30, 2019 to conform to the presentation for the period ended June 30, 2020. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional paid-in capital | Accumulated deficits | Accumulative other comprehensive income | Non- controlling interests | Total | |
Balance at Dec. 31, 2018 | $ 31,017 | $ 105,737,256 | $ (188,085,680) | $ (8,961,549) | $ 4,601,121 | $ (86,667,835) | |
Balance (in Shares) at Dec. 31, 2018 | 31,017,083 | ||||||
Issuance of common stocks as compensation | $ 650 | 9,598,150 | 9,598,800 | ||||
Issuance of common stocks as compensation (in Shares) | 650,000 | ||||||
Net income (loss) | (2,918,509) | (705,963) | (3,624,472) | [1],[2] | |||
Foreign currency translation adjustment | 5,192,088 | (1) | 5,192,087 | ||||
Balance at Jun. 30, 2019 | $ 31,667 | 115,335,406 | (191,004,189) | (3,769,461) | 3,895,157 | (75,511,420) | |
Balance (in Shares) at Jun. 30, 2019 | 31,667,083 | ||||||
Balance at Mar. 31, 2019 | $ 31,017 | 115,336,056 | (189,414,336) | (9,877,494) | 4,250,979 | (79,673,778) | |
Balance (in Shares) at Mar. 31, 2019 | 31,017,083 | ||||||
Issuance of common stocks as compensation | $ 650 | (650) | |||||
Issuance of common stocks as compensation (in Shares) | 650,000 | ||||||
Net income (loss) | (1,589,853) | (382,318) | (1,972,171) | [1] | |||
Foreign currency translation adjustment | 6,108,033 | 26,496 | 6,134,529 | ||||
Balance at Jun. 30, 2019 | $ 31,667 | 115,335,406 | (191,004,189) | (3,769,461) | 3,895,157 | (75,511,420) | |
Balance (in Shares) at Jun. 30, 2019 | 31,667,083 | ||||||
Balance at Dec. 31, 2019 | $ 33,810 | 107,825,827 | (213,314,612) | 12,989,408 | 4,361,361 | (88,077,206) | |
Balance (in Shares) at Dec. 31, 2019 | 33,810,416 | ||||||
Issuance of common stocks as compensation | $ 934 | 699,302 | 700,236 | ||||
Issuance of common stocks as compensation (in Shares) | 933,647 | ||||||
Net income (loss) | 116,677,995 | (8,640) | 116,669,355 | ||||
Share-based payments | $ 3,750 | 1,187,250 | 1,191,000 | ||||
Share-based payments (in Shares) | 3,750,000 | ||||||
Foreign currency translation adjustment | 1,459,527 | (2,139,117) | (679,590) | ||||
Disposal of discontinued operation | (10,781,209) | (4,311,127) | (15,092,336) | ||||
Balance at Jun. 30, 2020 | $ 38,494 | 109,739,379 | (96,636,617) | 3,667,726 | (2,097,523) | 14,711,459 | |
Balance (in Shares) at Jun. 30, 2020 | 38,494,063 | ||||||
Balance at Mar. 31, 2020 | $ 38,140 | 109,474,497 | (96,107,854) | 3,750,881 | (2,088,945) | 15,066,719 | |
Balance (in Shares) at Mar. 31, 2020 | 38,140,415 | ||||||
Issuance of common stocks as compensation | $ 354 | 264,882 | 265,236 | ||||
Issuance of common stocks as compensation (in Shares) | 353,648 | ||||||
Net income (loss) | (528,763) | (8,578) | (537,341) | ||||
Foreign currency translation adjustment | (83,155) | (83,155) | |||||
Balance at Jun. 30, 2020 | $ 38,494 | $ 109,739,379 | $ (96,636,617) | $ 3,667,726 | $ (2,097,523) | $ 14,711,459 | |
Balance (in Shares) at Jun. 30, 2020 | 38,494,063 | ||||||
[1] | Reclassification- certain reclassifications have been made to the financial statements for the period ended June 30, 2019 to conform to the presentation for the period ended June 30, 2020, with no effect on previously reported net income (loss). | ||||||
[2] | Reclassification- certain reclassifications have been made to the statements of cash flow for the period ended June 30, 2019 to conform to the presentation for the period ended June 30, 2020. |
Business Description
Business Description | 6 Months Ended |
Jun. 30, 2020 | |
Business Description [Abstract] | |
BUSINESS DESCRIPTION | 1. BUSINESS DESCRIPTION Future FinTech Group Inc. (together with our direct or indirect subsidiaries, “we,” “us,” “our” or “the Company”) is a holding company incorporated under the laws of the State of Florida. The main business of the Company includes an online shopping platform, Chain Cloud Mall (CCM), which is based on blockchain technology; a cross-border e-commerce platform (NONOGIRL) which started its trial operation in March 2020 and formally launched in July 2020; a blockchain-based application incubator and a digital payment system (DCON); and the application and development of blockchain-based e-commerce technology and financial technology. Prior to 2019, the Company engaged in the production and sales of fruit juice concentrates, fruit juice beverages and other fruit-related products in the People’s Republic of China (“PRC”, or “China”), and overseas markets. Due to the drastically increased production cost and tightened environmental law in China, the Company has transformed its business from fruit juice manufacturing and distribution to a real-name blockchain e-commerce platform that integrates blockchain and internet technology from the end of 2018. On February 27, 2020 pursuant to a Share Transfer Agreement entered into by the Company’s subsidiary, HeDeTang Holdings (HK) Ltd (“HeDeTang HK”), and New Continent International Co., Ltd. on September 18, 2019, the Company sold HeDeTang HK and all its subsidiaries, which mainly engaged in fruit juice related business, to New Continent International Co., Ltd. On April 23, 2020, Future FinTech (Hong Kong) Limited registered GuangChengJi (Shanghai) Industrial Co., Ltd. (“Guangchengji”) with a registered capital of $30 million in Shanghai, China, which needs to be paid before April 22, 2049 when the business license will expire. The business scope of Guangchengji includes wholesaling of electronic components and equipment, metal materials, petroleum products, import and export business, computer software development, information technology, technology consulting and services, business management consulting and supply chain management. The Company’s activities are principally conducted by its subsidiaries operating in the PRC. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2020 and the results of operations and cash flows for the periods ended June 30, 2020 and 2019. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2020. The balance sheet at December 31, 2019 has been derived from the audited financial statements at that date. Our contractual arrangements with our VIE and their respective shareholders allow us to (i) exercise effective control over our VIE, (ii) receive substantially all of the economic benefits of our VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in our VIE when and to the extent permitted by PRC law. As a result of our direct ownership in our wholly foreign-owned enterprise (“WFOE”) and the contractual arrangements with our VIE, we are regarded as the primary beneficiary of our VIE, and we treat it and its subsidiaries as our consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of our VIE in our condensed consolidated financial statements in accordance with U.S. GAAP Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2019 as included in our Annual Report on Form 10-K. Going Concern The Company’s financial statements are prepared assuming that the Company will continue as a going concern. The Company incurred operating losses and had negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. In order to meet its working capital needs through the next twelve months and to fund the growth of the Company, the Company may consider plans to raise additional funds through the issuance of equity or debt. Although the Company intends to obtain additional financing to meet its cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For a detailed discussion about the Company significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in Company’s 2019 Form 10-K. During the three months ended June 30, 2020, there were no significant changes made to the Company’s significant accounting policies. Uses of Estimates in the Preparation of Financial Statements The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but not limited to, the allowance for doubtful receivable, estimated useful life and residual value of property, plant and equipment, impairment of long-lived assets provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our condensed consolidated financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. ASU 2016-13 will be effective on January 1, 2023. We are currently evaluating the effect of the adoption of ASU 2016-13 and believe it does not have any material impact on our results of operations or financial In August 2020, the FASB issued Accounting Standards Update No. 2020-06 (ASU 2020-06) “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. For public business entities that are not smaller reporting companies, ASU 2020-6 effective fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. We are currently evaluating the effect of the adoption of ASU 2020-06 and believe it does not have any material impact on our results of operations or financial. We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company. |
Loan Receivables
Loan Receivables | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
LOAN RECEIVABLES | 4. LOAN RECEIVABLES As of June 30, 2020, the balance of loan receivables was $0.21 million, which was from Shenzhen Tiantian Haodian Technology Co., Ltd. (“Tiantian Haodian”) On June 28, 2020, Guangchengji, a wholly owned subsidiary of Future FinTech (Hong Kong) Limited, entered into a “Loan Agreement” with Tiantian Haodian. Pursuant to the Loan Agreement, Guangchengji agrees to lend cash up to but not greater than $5 million with Tiantian Haodian at the annual interest rate of 10% from June 28, 2020 to June 27, 2021. The interest is paid quarterly. There is no collateral or guarantee provided by Tiantian Haodian. |
Related Party Transaction
Related Party Transaction | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | 5. RELATED PARTY TRANSACTION The Company did not have any sales to related parties for the six months ended June 30, 2020 and June 30, 2019, respectively. The amount due to the related parties was $1.60 million as of June 30, 2020, which consisted of the followings: Name of Related Party from Whom Amounts were Received Amount Relationship Note Shanchun Huang 416,496 Chief Executive Officer of the Company Loan payable Shaanxi Fullmart Convenient Chain Supermarket Co., Ltd. (“Fullmart”) 7,063 Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd. was 100% owned by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd. holds 16.67% equity of Fullmart. Accounts payables Shaanxi Fullmart Convenient Chain Supermarket Management Co., Ltd. (“Fullmar Management”) 134,190 83.33% of the equity share of Fullmart management is owned by Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd., which is owned 100% by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. Accounts payables Kai Xu 20,484 Chief Operating Officer of the Company Payable to employee InUnion Chain Ltd. (“INU”) 288,695 The Company is the 10% equity shareholder of INU Accounts payables Zhi Yan 58,707 Chief Technology Officer of the Company Payable to employee Jing chen 4,706 Chief Financial Officer of the Company Payable to employee Zeyao Xue 305,725 Son of the Chairman of the Company and a major shareholder of the Company of the Company Loan payable Shenzen TianShunDa Equity Investment Fund Management Co., Ltd. (the “TSD”) 310,610 TSD holds 26.36% of the equity interest of SkyPoeple (China), a subsidiary of the Company, which was sold to New Continent International Co., Ltd. on February 27, 2020. Accounts payables Weicheng Pan 56,501 Legal representative of GuangChengJi (Shanghai) Co., Ltd., a subsidiary of Future Fintech (Hong Kong) Limited Loan payable The amount due from the related parties was $3.09 million as of June 30, 2020, which consisted of the followings: Name of Related Party to Whom the Amounts were Paid Amount Relationship Note Shaanxi Chunlv Ecological Agriculture Co., Ltd. 2,999,780 Holds 20.0% interest in CCM logistics Including creditor’s rights of Shaanxi Youyi Co., Ltd of $3.24 million, which is partially offset by $0.24 million payable to the Company Shaanxi Fullmart Commercial Holdings (Xi’an) Co., Ltd. 23,024 Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd. was 100% owned by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. Service fee due Shaanxi Quangou Convenient Island Co., Ltd. 23,470 Fullmart holds 33.33% its equity Interest free loan* Yongke Xue 42,337 Chairman of the Company Interest free loan* * The interest free loans have been approved by the Company’s Audit Committee. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS On May 1, 2020, the Company launched CCM v3.0, which creates a new value cycle system of online shopping malls with a real-name blockchain system. After the launch of CCM v3.0, the Company reclassified this prepaid asset into intangible assets in the second quarter of 2020, which will be amortized over 10 years. Also included in the intangible assets is land use right. The government of the PRC, its agencies and collectives hold all land ownership. Companies or individuals are authorized to use the land only through land usage rights granted by the PRC government. Land usage rights can be transferred upon approval by the land administrative authorities of the PRC (State Land Administration Bureau) upon payment of the required land transfer fee. Accordingly, the Company paid in advance for land usage rights. Prepaid land usage rights are being amortized and recorded as lease expenses using the straight-line method over the terms of the leases, which range from 40 to 50 years. The amortization expense was $0.09 million and $0.59 million for the six months ended June 30, 2020. The following table sets intangible assets of the Company as of June 30, 2020 and December 31, 2019, respectively. CCM Land Use Right June 30, December 31, June 30, December 31, 2020 2019 2020 2019 Cost $ 1,878,664 $ 43,004 $ 5,761,692 $ 5,847,008 Less: Accumulated amortization (34,843 ) (2,114 ) (624,183 ) (574,992 ) Balance as of June 30, 2020 $ 1,843,821 40,890 $ 5,137,509 $ 5,272,016 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization Year ending December 31, recognized 2020 (excluding the six months ended March 31, 2020) $ 151 2021 303 2022 303 2023 303 2024 303 2025 and thereafter 5,618 Total $ 6,981 |
Long Term Investment
Long Term Investment | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG TERM INVESTMENT | 7. LONG TERM INVESTMENT On June 22, 2018, Digipay Fintech Limited (“Digipay”), a wholly-owned subsidiary of the Company acquired 10% ownership interest in InUnion Chain Ltd. (“InUnion”) Lake Chenliu, who are the sole owner of InUnion (the “Seller”). Upon acquiring the InUnion Shares, Digipay have access to, and the use of, certain software, technology and related intellectual property of InUnion without further payment. Digipay also have the right to designate a director nominee to the board of directors of InUnion. As of December 31, 2019, management assessed the value of the above investment, and recorded an impairment loss of $2.5 million. As of June 30, 2020, the balance of this long-term investment was $12.25 million. |
Common Stocks Issued
Common Stocks Issued | 6 Months Ended |
Jun. 30, 2020 | |
Common Stocks Issued [Abstract] | |
COMMON STOCKS ISSUED | 8. COMMON STOCKS ISSUED On May 13, 2019, the Company issued 500,000 of its Common Stock to two employees granted in December 2018 by the Compensation Committee of the Board pursuant to the Company’s 2017 Omnibus Equity Plan (the “Plan”). On June 5, 2019, the Company issued 150,000 shares of its Common Stock to three employees granted in December 2018 by the Compensation Committee of the Board pursuant to the Plan . Common stocks issued in connection with the convertible notes On January 6, 2020, the Company entered into the Eighth Exchange Agreement (the “Eighth Exchange Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”). Pursuant to the Eighth Exchange Agreement, the Company and Lender agreed to partition a new Secured Convertible Promissory Note in the original principal amount of $145,000 (the “Eighth Partitioned Note”) from a Secured Convertible Promissory Note (the “Note”) issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Partitioned Note. The Company and Lender further agreed to exchange the Eighth Partitioned Note for the delivery of 193,333 shares of the Company’s Common Stock, according to the terms and conditions of the Exchange Agreement. On January 15, 2020, the Company entered into the Ninth Exchange Agreement (the “Ninth Exchange Agreement”) with the Lender. Pursuant to the Exchange Agreement, the Company and Lender agreed to partition a new Secured Convertible Promissory Note in the original principal amount of $140,000 (the “Ninth Partitioned Note”) from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Ninth Partitioned Note. The Company and Lender further agreed to exchange the Partitioned Note for the delivery of 186,666 shares of the Company’s Common Stock, according to the terms and conditions of the Exchange Agreement. On March 11, 2020, the Company entered into the Tenth Exchange Agreement (the “Tenth Exchange Agreement”) with the Lender. Pursuant to the Tenth Exchange Agreement, the Company and Lender agreed to partition a new Secured Convertible Promissory Note in the original principal amount of $150,000 (the “Tenth Partitioned Note”) from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Partitioned Note. The Company and Lender further agreed to exchange the Partitioned Note for the delivery of 200,000 shares of the Company’s Common Stock, according to the terms and conditions of the Exchange Agreement. On April 17, 2020, the Company entered into the Eleventh Exchange Agreement (the “Eleventh Exchange Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”). Pursuant to Eleventh Exchange Agreement, the Company and Lender agreed to partition a new Secured Convertible Promissory Note in the original principal amount of $153,750 (the “Eleventh Partitioned Note”) from a Secured Convertible Promissory Note (the “Note”) issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Eleventh Partitioned Note. The Company and Lender further agreed to exchange the Eleventh Partitioned Note for the delivery of 205,000 shares of the Company’s Common Stock, according to the terms and conditions of the Eleventh Exchange Agreement. On June 10, 2020, the Company entered into the Twelfth Exchange Agreement (the “Twelfth Exchange Agreement”) with the Lender. Pursuant to the Twelfth Exchange Agreement, the Company and Lender agreed to partition a new Secured Convertible Promissory Note in the original principal amount of $111,486 (the “Twelfth Partitioned Note”) from the Note issued by the Company on March 26, 2019. The outstanding balance of the Note shall be reduced by an amount equal to the outstanding balance of the Partitioned Note. The Company and Lender further agreed to exchange the Twelfth Partitioned Note for the delivery of 148,648 shares of the Company’s Common Stock, according to the terms and conditions of the Twelfth Exchange Agreement. Consulting Service Agreement On January 25, 2020, the Company entered into a Consulting Service Agreement (the “Agreement”) with Dragon Investment Holding Limited (Malta) (the “Consultant”), a company incorporated in Malta, pursuant to which Consultant will: (i) help the Company to locate new merger projects globally, develop new merger strategy and provide the Company with at least five (5) merger and acquisition targets that have synergy with the Company’s business and development plans and could clearly contribute to the Company’s strategic goals each year; (ii) help the Company to map out new growth strategies in addition to its current business; (iii) work with the Company to explore new lines of business and associated growth strategies; and (iv) conduct market research and evaluating variable projects and providing feasibility studies per Company’s request from time to time. The term of the Agreement is three years. In consideration of the services to be provided by Consultant to the Company, the Company agrees to pay the Consultant a three-year consulting fee totaling $3 million. The Company shall issue a total of 3,750,000 restricted shares of the Company Common Stock (the “Consultant Shares”) at a price of $0.794 per share, (the closing price of the Agreement date), as the payment for the above mentioned consultant fee to the Consultant. On February 23, 2020, The Company issued the Consultant Shares pursuant to the Agreement, of which 1,500,000 shares were released to the Consultant immediately, 1,125,000 and 1,125,000 shares, respectively, will be held by the Company and released to the Consultant on January 25, 2021 and January 25, 2022 if this Agreement has not been terminated and there has been no breach of the Agreement by the Consultant at such time. If the second and/or third release of the shares mentioned above does not occur, such shares shall be returned to the Company as treasury shares. The shares contemplated in the Agreement were issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. For the six months ended June 30, 2020, the Company recorded stock related compensation of $1.19 million, based on the stock closing price of $0.794 on the Agreement date, for the 1,500,000 shares which were released to the Consultant immediately upon issuance. The Company will recognize stock related compensation of $1.79 million for the 2,250,000 shares in the future when they are released to the Consultant pursuant to the Agreement. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 9. DISCONTINUED OPERATIONS HeDeTang HK On September 18, 2019, HeDeTang HK entered into a Share Transfer Agreement (the “Agreement”) with New Continent International Co., Ltd., (the “Buyer”) a company incorporated in the British Virgin Islands. Pursuant to the terms of the Agreement, the Buyer purchased 100% ownership of HeDeTang HK, which value is primarily derived from HeDeTang HK’s wholly-owned subsidiary HeDeJiaChuan Holdings Co., Ltd. and 73.41% owned subsidiary SkyPeople Juice Group Co., Ltd., for a total price of RMB 600,000 (approximately $85,714) (the “Sale Transaction”). The Sale Transaction was closed on February 27, 2020. In accordance with ASC Topic 205, Presentation of Financial Statement Discontinued Operations Huludao Wonder The discontinued operation presented in the financial statement for the period ended June 30, 2019 includes Huludao Wonder operation, a subsidiary which produces concentrated apple juice. In December 2016, the Company established a winding-down plan to close this operation. Based on the restructuring plan and in accordance with ASC 205-20, the Company presented the operating results from Huludao Wonder as a discontinued operation, as the Company believed that no continued cash flow would be generated by the disposed component (Huludao Wonder) and that the Company would have no significant continuing involvement in the operation of the discontinued component. Management of the Company initiated a plan to sell the property located in Huludao in December 2016, and ceased the depreciation of the property in accordance with ASC 205-20. In accordance with the restructuring plan, the Company intended to transfer the concentrated fruit juice production equipment in Huludao Wonder to another subsidiary and to sell the land use right and facilities upon favorable circumstances. On February 27, 2020 pursuant to a Share Transfer Agreement entered into by HeDeTang HKand New Continent International Co., Ltd. on September 18, 2019, the ownership of Huludao Wonder was transferred as a subsidiary of HeDeTang HK to New Continent International Co., Ltd. On March 11, 2020, the Company’s Board of Directors passed a resolution to sell the operation of Globalkey Supply Chain limited and Zhonglian Hengxin Assets Management Co., Ltd (“Zhonglian Hengxin”) and close the operation of Digital Online Marketing Limited, Future Digital Fintech (Xi’an) Co., Ltd., SkyPeople Foods Holding Ltd. and Chain Future Digital Tech (Beijing) Co., Ltd. Based on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2020 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | 10. VARIABLE INTEREST ENTITIES On July 31, 2019, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited (“CCM Tianjin”), Chain Cloud Mall E-commerce (Tianjin) Co., Ltd., (“E-commerce Tianjin”), and Mr. Zeyao Xue and Mr. Kai Xu, citizens of China and shareholders of E-commerce Tianjin, entered into the following agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which CCM Tianjin has contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”). Therefore, pursuant to ASC 810, E-Commerce Tianjin is included in the Company’s condensed consolidated financial statements since then. Pursuant to Chinese law and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses, and the category of business which the Company plans to expand in China. CCM Tianjin is an indirectly wholly foreign owned enterprise of the Company. In order to comply with Chinese law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation and Use Rights Authorization to operate and use the Chain Cloud Mall System owned by CCM Tianjin. E-commerce Tianjin was incorporated by Mr. Zeyao Xue and Mr. Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall System. Mr. Zeyao Xue is a major shareholder of the Company and the son of Mr. Yongke Xue, our Chairman and Chief Executive Officer. Mr. Kai Xu is the Chief Operating Officer of the Company. For the details about the VIE agreements, refer to Note 15 “Variable Interest Entities,” in the Company’s consolidated financial statements included in Company’s 2019 Form 10-K. |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | 11. ACCRUED EXPENSES AND OTHER PAYABLES The amount of accrued expenses and other payables were $2.66 million and $2.57 million as of June 30, 2020 and December 31, 2019, respectively, which consisted of the followings: June 30, December 31, Construction expenses payable $ 610,691 $ 619,734 Acquisition of Intangibles 308,080 15,374 Legal fee and other professionals 332,587 382,781 Wages and employee reimbursement 571,332 597,140 Suppliers 284,219 388,940 Accrued interest 85,600 85,600 Accrued tax payable 124,311 134,668 Others 345,124 350,234 Total $ 2,661,944 $ 2,574,471 |
Loan Payable
Loan Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | 12. LOAN PAYABLE As of June 30, 2020, loan payable were $2.25 million, which consisted of the loan payable of $1.84 million to Shaanxi Zhongcai Pawn Co., Ltd., loan payable of $0.20 million to Shaanxi Entai Bio-Technology Co., Ltd and loan payable $0.21 million to Shenzhen Wangjv Trading Co., Ltd. Hedetang Farm Product Trading Market (Mei County) Co., Ltd. (“Hedetang Market”), a subsidiary of GlobalKey Tianjin, entered into a loan agreement with Shaanxi Zhongcai Pawn Co., Ltd. ("Zhongcai") in February 2015. Pursuant to the loan agreement, Hedetang Market borrowed $1.84 million from Zhongcai at the monthly interest rate of 0.4%. Hedetang Market provided its land use right as a as a pledge for the loan. Hedetang Market did not return the principal and interest on time pursuant to the loan agreement. Zhongcai filed an enforcement request with Xi’an Intermediate People’s Court in July 2015. In August 2017, the Intermediate Court of Xi’an issued a verdict to seize the pledged land use rights of Hedetang Market for auction. As of the date of this report, the auction sale was successful. The Company recorded the unpaid amount of $1.84 million as loan payable. The loan from Shaanxi Entai Bio-Technology Co., Ltd of $0.20 million was an interest free loan and there is not assets pledged for this loan. On June 15, 2020, the Company entered into a loan agreement with Shenzhen Wangjv Trading Co., Ltd. Pursuant to the loan agreement, the Company borrowed $0.21 million from Shenzhen Wangjv Trading Co., Ltd. at the annual interest rate of 8% for the use of working capital for a year. |
Advances from Issuance of Commo
Advances from Issuance of Common Stock | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
ADVANCES FROM ISSUANCE OF COMMON STOCK | 13. ADVANCES FROM ISSUANCE OF COMMON STOCK On June 16, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Qun Xie (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser in a private placement 500,000 shares (the “Shares”) of the Company’s Common Stock, purchase price of $1.00 per share for an aggregate offering price of $500,000 (the “Private Placement”). The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. On June 30, 2020, Qun Xie paid $500,000, and the Company recorded $500,000 as advances from issuance of the Common Stock in current liability. On August 7, the Company issued 500,000 Shares pursuant to this Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Litigation Legal case with Beijing Bank On June 29, 2015, SkyPeople China entered into a loan agreement with Beijing Bank. Pursuant to the loan agreement, SkyPeople China borrowed RMB 30 million (approximately $4.36 million) from Beijing Bank. Hongke Xue, Yongke Xue and Xiujun Wang provided guarantees for the loan and Shaanxi Boai Medical Technology Development Co., Ltd. (“Shaanxi Boai”) provided certain real estate property as a pledge for the loan. SkyPeople China did not repay the loan on time and Beijing Bank filed an enforcement request with Xi’an Intermediate People’s Court in June 2017. The Xi’an Intermediate People’s Court seized real estate properties pledged by Shaanxi Boai and Xiujun Wang. In November 2018, the Court sold the real estate property pledged by Xiujun Wang at RMB 1.17 million (approximately $0.17 million). Because the real estate property is Xiujun Wang’s primary home, the Court allocated RMB 0.12 million to Xiujun Wang as transition home leasing fee and deducted outstanding mortgage payments, and the remaining amount was delivered to the Beijing Bank as the repayment. The Court has also made inquiries to the Beijing Bank as to whether it is willing to accept the pledged real estate property of Shaanxi Boai as the repayment of the outstanding loan for the amount of RMB 27.93 million (approximately $4.06 million) but Beijing Bank has refused to take the real property as repayment of the loan and the enforcement action has been terminated by the Court on December 18, 2018. As of June 30, 2020, SkyPeople China still owe the unpaid amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Ningxia Bank On March 8, 2016, SkyPeople China entered into a loan agreement with Ningxia Bank. Pursuant to the loan agreement, SkyPeople China borrowed RMB 25 million (approximately $3.63 million) from Ningxia Bank. Hongke Xue, Yongke Xue, Lake Chen, Shaanxi Boai Medical Technology Development Co., Ltd. and Shaanxi Qiyiwangguo provided guarantees for the loan. SkyPeople China also pledged 37 pieces of equipment and the related trademarks to Ningxia Bank for the loan. SkyPeople China has not repaid the loan and Ningxia Bank filed an enforcement action with Xi’an Intermediate people’s court in August 2017. The Court has frozen the assets of SkyPeople China that were pledged as guarantee for the loan from being transferred to any third-party, but the freeze does not limit or affect the use of these properties by SkyPeople China for its business. In July 2018, Shaanxi Qiyiwangguo filed a petition to the Court and requested the termination of the enforcement action on the basis that its guarantee of the loan was not valid because the seal used on the guarantee agreement was not authentic and the guarantee was not approved by the shareholders of Shaanxi Qiyiwangguo. On November 27, 2018, Shaanxi Qiyiwangguo withdrew its petition. The Court agreed to such withdrawal and there has been on other progress of this case. As of June 30, 2020, SkyPeople China still owe the unpaid amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with China Construction Bank On December 23, 2015, SkyPeople China entered into two loan agreements with China Construction Bank. Pursuant to the loan agreements, SkyPeople China borrowed RMB 13.90 million (approximately $2.13 million), and RMB 30 million (approximately $4.59 million) from China Construction Bank, respectively. Shaanxi Boai Medical Technology Development Co., Ltd. (“Boai”), Hongke Xue, Yongke Xue, Xiujun Wang and Yingkou Trusty Fruits Co., Ltd. (“Yingkou”) provided pledges for the loans. SkyPeople China has not repaid the loans and China Construction Bank filed an enforcement action with Xi’an Intermediate People’s Court in March 2017. In December 2017, SkyPeople China received the enforcement notice from the Court. The Court has seized certain parking space and land use rights pledged by Xiujun Wang and Boai and sold the land use right pledged by Boai in auction for approximately RMB 24,835,790 as repayment to China Construction Bank. The Court also seized certain land use rights pledged by Yingkou Trusty Fruits Co., Ltd., but the auction sale for those assets was not successful. As of June 30, 2020, SkyPeople China still owe the unpaid amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. On May 9, 2016, SkyPeople China entered into loan agreements with China Construction Bank. Pursuant to the loan agreements, SkyPeople China borrowed RMB 22.9 million (approximately $3.50 million) from China Construction Bank. Shaanxi Province Credit Reassurance Company (“Credit Reassurance Company”) provided a guarantee to China Construction Bank for the loan, Hongke Xue and Yongke Xue provided their guarantees, and SkyPeople China provided an office space that it owned to Credit Reassurance Company as a pledge. SkyPeople China has not repaid the loan and Credit Reassurance Company repaid the loan for SkyPeople China. In June 2017, Credit Reassurance filed an enforcement action request with Xi’an Intermediate People’s Court (the “Court”) in June 2017. In December 2017, SkyPeople China received the enforcement notice from the Court. The Court issued a verdict to seize the office space of SkyPeople China for auction sale on December 26, 2017. In February 2018, the auction sale was conducted but not successful. In June 2018, the Court decided to use the pledge property as the repayment for the outstanding loan of RMB 12.21 million (approximately $1.78 million). Legal case with China Cinda Asset Management Co., Ltd. In April 2015, China Cinda Asset Management Co., Ltd. Shaanxi Branch (“Cinda Shaanxi Branch”) filed two enforcement proceedings with Xi’an Intermediate People’s Court (the “Court”) against SkyPeople China for alleged defaults pursuant to guarantees by SkyPeople China to its suppliers for a total amount of RMB 39.60 million or approximately $5.8 million. In September 2014, two long term suppliers of pear, mulberry, and kiwi fruits to SkyPeople China requested that SkyPeople China provide guarantees for their loans with Cinda Shaanxi Branch. Considering the long term business relationship and to ensure the timely supply of raw materials, SkyPeople China agreed to provide guarantees on the value of the raw materials supplied to SkyPeople China. Because Cinda Shaanxi Branch is not a bank authorized to provide loans, it eventually provided financing to the two suppliers through the purchase of accounts receivables of the two suppliers with SkyPeople China. In July 2014, the parties entered into two agreements – an Accounts Receivables Purchase and Debt Restructure Agreement, and Guarantee Agreements for Accounts Receivables Purchase and Debt Restructure. Pursuant to the agreements, Cinda Shaanxi Branch agreed to provide a RMB 100 million credit line on a rolling basis to the two suppliers and SkyPeople China agreed to pay its accounts payables to the two suppliers directly to Cinda Shaanxi Branch and provided guarantees for the two suppliers. In April 2015, Cinda Shaanxi Branch stopped providing financing to the two suppliers and the two suppliers were unable to continue the supply of raw materials to SkyPeople China. Consequently, SkyPeople China stopped making any payment to Cinda Shaanxi Branch. SkyPeople China has responded to the Court and taken the position that the financings under the agreements are essentially the loans from Cinda Shaanxi Branch to the two suppliers, and because Cinda Shaanxi Branch does not have permits to make loans in China, the agreements are invalid, void and had no legal effect from the beginning. Therefore, SkyPeople China has no obligation to repay the debts owed by the two suppliers to Cinda Shaanxi Branch. Upon the Court’s suggestion, the parties agreed to a settlement discussion in April 2017. As a part of the settlement discussion, on April 18, 2017, SkyPeople China withdrew its non-enforcement request with the Court without prejudice. As of June 30, 2020, SkyPeople China still have liability of $5.8 million related with these two enforcement proceedings. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Cinda Capital Financing Co., Ltd. In August 2017, Cinda Capital Financing Co., Ltd. (“Cinda”) filed a lawsuit with Beijing 2nd Intermediate People’s Court (the “Beijing Intermediate Court”) against the Company’s indirectly wholly-owned subsidiaries Shaanxi Guoweimei Kiwi Deep Processing Company, Ltd. (“Guoweimei”) and Hedetang Market (Hedetang Market and together with Guoweimei, “Lessees”) requested that Lessees repay RMB 50 million (approximately $7.27 million) in capital lease fees, plus interest. Cinda purchased or paid for refrigerant warehouse and trading hall to the suppliers and vendors and agreed to lease them to the Lessees for a leasing fee of RMB 50 million in December 2016. The capital leasing fee became due on its maturity date of June 2017, with certain land use rights of Lessees in Mei County and equity of Guoweimei as a pledge. The Company disputed that the land use rights for the refrigerant warehouse and trading hall were never sold to or transferred to Cinda, and argues that therefore it is a loan agreement and not a capital lease agreement among the parties. Lessees have taken the position that Cinda is not a bank and does not have government permits required to make loans in China, and the agreements including pledge agreement were invalid, void and without legal effect from the beginning. Therefore, the Company only has the obligations to repay principal but not the interest. In November 2017, Beijing Intermediate Court ruled in favor of Cinda and the Lessees appealed the case to the Beijing Supreme Court. The Beijing Supreme Court held a hearing at the end of July 2018. On December 4, 2018, the Beijing Supreme Court upheld the lower court’s decision. On April 8, 2019, Beijing Intermediate Court issued the verdict for enforcement of the judgment and the plaintiff has the priority rights for the repayment for the pledged land use rights of Lessees in Mei County and equity of Guoweimei. The case is under enforcement procedure and Cinda is in the process of sale the land use rights. Before the land use right is sold, the subsidiaries of SkyPeople China still owns the seized properties and the liabilities to Cinda. As of June 30, 2020, SkyPeople China has not repaid the amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. In August 2017, Cinda Capital Financing Co., Ltd. (“Cinda”) filed another lawsuit with Beijing Intermediate Court against the Company’s indirectly wholly-owned subsidiaries Guoweimei and SkyPeople China for repayment of a leasing fee of RMB 84.97 million (approximately $12.35 million) plus interest. In January 2014, Guoweimei and SkyPeople China (the “Equipment Lessees”) signed an Equipment Financial Lease Purchase Agreement with Cinda and an equipment supplier pursuant to which Cinda would provide funds to purchase equipment and the Equipment Lessees would lease the equipment from Cinda. Guoweimei pledged certain land use rights in Mei County to Cinda and Xi’an Hedetang and Hedetang Holding pledged their equities in Guoweimei to Cinda to secure the repayment. Mr. Hongke Xue also provided a personal guarantee for the payment of the leasing fee. Beijing Intermediate Court had two hearings of the case and on March 21, 2018, and it ruled in favor of Cinda to the effect that SkyPeople China and Guoweimei shall pay leasing fees due in the amount of RMB 21.00 million (approximately $3.05 million), as well as leasing fees not yet due in the amount of RMB 63.98 million (approximately $9.30 million), plus attorney’s fees and expenses. Beijing Intermediate Court also ruled that Mr. Hongke Xue is jointly liable for the debt as the guarantor, and that Cinda has priority rights to the pledged land use rights in Mei County and the pledged equities of Guoweimei as well as the ownership of the leasing properties until the leasing fees are paid. SkyPeople China has appealed the decision to the Beijing Supreme Court. The Beijing Supreme Court rejected the appeal and upheld the original verdict on September 7, 2018. The case is under enforcement procedure and Cinda is in the process of sale the seized properties. Before they are sold, the subsidiaries of SkyPeople China still owns the seized properties and the liabilities to Cinda. As of June 30, 2020, SkyPeople China has not repaid the amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Shaanxi Fangtian Decoration Co., Ltd In April 2015, SkyPeople China entered into a loan agreement with Shaanxi Fangtian Decoration Co., Ltd. (“Fangtian”). Pursuant to the loan agreement, SkyPeople China borrowed RMB 3.5 million (approximately $508,780) from Fangtian. SkyPeople China has not repaid the loan and Fangtian filed a lawsuit with Xi’an Yanta District People’s Court (“Yanta District Court”). On August 10, 2017, Yanta District Court ruled against SkyPeople China and determined that SkyPeople China must repay the loan of RMB 3.5 million plus interest RMB of 0.40 million (approximately $585,098). Fangtian has requested court enter into enforcement procedures for the case. As of June 30, 2020, SkyPeople China has not repaid the amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Shanghai Pudong Development Bank On May 4, 2015, SkyPeople China and Xi’an Branch of Shanghai Pudong Development Bank (SPD Bank Xi’an Branch) renewed a Working Capital Loan Contract and Repayment Schedule, according to which both parties agreed that SPD Bank Xi’an Branch loaned RMB 26.9 million (approximately $3.92 million) to SkyPeople China with a term of one year. On the signing date of the Loan Contract, Hongke Xue, Yongke Xue, Xiujun Wang and SPD Bank Xi’an Branch signed a Contract of Guaranty guaranteeing the repayment of loan and undertaking joint liability. According to a Mortgage Contract of Maximum Amount signed between SkyPeople China and SPD Bank Xi’an Branch on April 2, 2013, SkyPeople China provided the property and land use rights of Jingyang factory as the pledge. In October 2015, SPD Bank Xi’an Branch filed an enforcement request with the Intermediate Court of Xi’an and the Court seized the property and the land use rights of Jingyang factory. During the enforcement procedure, SPD Bank Xi’an Branch transferred its creditor’s rights to China Huarong Asset Management Co., Ltd. (“China Huarong”). The Court changed the execution applicant to China Huarong. In March 2019, the Intermediate Court of Xi’an issued a verdict for the transfer of the pledged property and land use rights of Jingyang factory to China Huarong as the repayment of the loan. Legal case with Shaanxi Fangyuan construction co., Ltd. Shaanxi Guoweimei Kiwi Deep Processing Co., Ltd (“Guoweimei”), entered into a construction agreement with Shaanxi Fangyuan construction co., Ltd. (“Fangyuan”) in July 2013. On October 8, 2018, Fangyuan filed a lawsuit and requested that Guoweimei pay a project construction fee plus penalty of RMB 56.32 million (approximately $8.22 million). On June 10, 2019, Baoji Intermediate People’s Court issued a verdict that Guoweimei must pay RMB 41.58 million (approximately $6.07 million) plus penalty to Fangyuan, and Fangyuan will enjoy preferential right for the projects in processing zone of National Wholesale and Trading Center in Mei County for Kiwi Fruits developed by Guoweimei. As of June 30, 2020, Guoweimei has not repaid the amount. Guoweimei was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Shaanxi Zhongkun Construction Co., Ltd. In May 2015, Hedetang Market and Shaanxi Zhongkun Construction Co., Ltd. (“Zhongkun”) entered into a construction and decoration agreement. On September 5, 2018, Zhongkun filed the lawsuit with Mei County People’s Court (the “Court”) for repayment of construction and decoration fees. The Court issued a civil judgement in November 2018, ordering Hedetang Market to pay project funds of RMB 1.65 million (approximately $0.24 million) to Zhongkun, plus interest. On April 19, 2020, the Court issued a verdict to terminate the enforcement because assets of Hedetang Market had already been seized by Xi’an Yanta District People’s Court and Baoji Intermediate People’s Court, and there were no other assets for enforcement. Currently the Company is still liable for the unpaid amount and the interest. Legal case with Xi’an Shanmei Food Co., Ltd. On October 31, 2017, Xi’an Shanmei Food Co., Ltd. filed a lawsuit against Shaanxi Qiyiwangguo, a majority-owned subsidiary of the Company, with Zhouzhi County People’s Court in connection with a Land Lease Agreement entered into by the parties on October 1, 2013. On March 2, 2018, Zhouzhi County People’s Court issued a verdict that: (i) the Land Lease Agreement was thereby terminated; (ii) Shaanxi Qiyiwangguo shall pay Xi’an Shanmei the outstanding leasing fee RMB 0.21 million (approximately $30,762) and (iii) Shaanxi Qiyiwangguo shall return the 29.3 mu industrial use land to Xi’an Shanmei. Shaanxi Qiyiwangguo has appealed the decision to the Xi’an Intermediate People’s Court on the basis that: (x) the land use right was a capital contribution by Xi’an Shanmei for a shareholder of Shaanxi Qiyiwangguo who is also the sole shareholder of Xi’an Shanmei and the Land Lease Agreement was invalid and has no legal effect; (y) Zhouzhi Court did not schedule the hearing for the count claims filed by Shaanxi Qiyiwangguo; and (z) Zhouzhi Court violated certain civil procedures during the trial of the case. Due to the late notice to Zhouzhi Court, the case file was not timely transferred to Xi’an Intermediate Court and no appeal hearing was scheduled. Zhouzhi Court has issued verdict for enforcement procedure and Qiyiwangguo has filed petition of disagreement for the enforcement which is still under Zhouzhi Court’s review. On January 23, 2019, the Court rejected the petition of disagreement and the case has been under enforcement procedure. As of June 30, 2020, Shaanxi Qiyiwanggu has not repaid the amount. Shaanxi Qiyiwanggu was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Nanjing Bailuotong Logistics Services Co., Ltd. In January 2016 Shaanxi Qiyiwangguo and Nanjing Bailuotong Logistics Services Co., Ltd (“Bailutong”) entered into a transportation agreement to ship fruit juices. Bailutong failed to deliver the juice products and held them after their expiration date. Shaanxi Qiyiwangguo filed a lawsuit against Bailutongwith Zhouzhi county People’s Court, and the Court issued the verdict in February 2018 that: (1) the transportation contract between Shaanxi Qiyiwangguo and Bailutong was terminated, and (2) Bailutong owed RMB0.20 million (approximately $29,715) to Shaanxi Qiyiwangguo for the loss of Shaanxi Qiyiwangguo. Bailutong appealed the case to Xi’an Intermediate People’s Court. Xi’an Intermediate People’s Court rejected the appeal and upheld the original verdict. As of the date of this report, Shaanxi Qiyiwangguo has not received the payment of RMB0.20 million from Bailutong. Legal case with Henan Huaxing Glass Co., Ltd. Shaanxi Qiyiwangguo entered into an agreement with Henan Huaxing Glass Co., Ltd. (“Huaxing”) in May 2014 for Huaxing to supply glass bottles to Shaanxi Qiyiwangguo. However, due to the disputes regarding the quality of products supplied by Huaxing, Shaanxi Qiyiwangguo did not pay the prices for certain glass bottles. In August 2017, Huaxing filed a lawsuit and the court ruled that Shaanxi Qiyiwangguo owed Huaxing RMB 203,742 (approximately $29,743) in July 2018. During the enforcement process, the parties reached a settlement agreement but Shaanxi Qiyiwangguo failed to pay the amount due and now the case is still in the court enforcement process. As of June 30, 2020, Shaanxi Qiyiwanggu has not repaid the amount. Shaanxi Qiyiwanggu was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Huludao Banking Co., Ltd. In September 2016, the Suizhong Branch of Huludao Banking Co., Ltd. (“Suizhong Branch”) filed a lawsuit with Huludao Intermediate People’s Court (the “Huludao Court”) against the Company’s indirectly wholly-owned subsidiary Huludao Wonder Fruit Co., Ltd. (“Wonder Fruit”) and requested that Wonder Fruit repay a RMB 40 million (approximately $5.81 million) bank loan, plus interest. The loan became due on its maturity date of December 9, 2016. On December 19, 2016, the Huludao Court accepted the case. The Company has been disputing the interest rate of the loan with Suizhong Branch, and has not repaid the loan to date. Wonder Fruit believes that the interest charged by Suizhong Branch is 100% higher than the base rate set by People’s Bank of China and is not consistent with the China People’s Bank’s base interest and floating rate. The Huludao Court has seized land use rights, buildings and equipment of Wonder Fruit that were pledged as guarantee for the loan and has organized two auction sales for these assets in January and February of 2018, but both auction sales have been unsuccessful in finding a buyer. On July 19, 2018, the Court issued a verdict ordering Huludao Wonder to transfer its land use rights, building, equipment, electronic and transportation assets to Zuizhong Branch as payment of the outstanding principal, auction and evaluation fees and some interest of the loan for RMB 42.64 million (approximately $6.22 million). As of June 30, 2020, there was RMB 11.95 million (approximately $1.74 million) in interest on the loan unpaid. Huludao Wonder was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Andrew Chien In September 2017, Andrew Chien, a former consultant of SkyPeople China, brought a lawsuit against the Company and Mr. Hongke Xue in the District Court of Connecticut (the “Court”). The complaint was not properly served and the Company learned of the litigation in December 2017. In the complaint, Mr. Chien has made several claims, most of which attempt to hold the Company liable under novel legal theories that relate back to an alleged breach of a consulting agreement between SkyPeople China and Chien from August 2006. Mr. Chien claimed approximately $257,000 damages and interest plus 2.00% of the Company’s then-outstanding shares. Mr. Chien has unsuccessfully attempted to sue the Company on the breach of the same consulting agreement several times in the courts of Connecticut and New York, and these cases have been dismissed. The Company has filed a motion to dismiss (“MTD”) and all proceedings are stayed pending determination of the MTD. On August 31, 2018, the Court granted our MTD. On September 10, 2018, Mr. Chien filed a motion for reconsideration. On September 28, 2018, the Court denied Mr. Chien’s motion for reconsideration. On October 26, 2018, Mr. Chien appealed the case to the United States Court of Appeals for the Second Circuit. The Court of Appeals affirmed the trial court’s dismissal of the action on January 22, 2020, and denied Mr. Chien’s petition for en banc rehearing on March 27, 2020. Mr. Chien’s time to pursue a discretionary appeal to the Supreme Court of the United States has lapsed and the case is closed. Legal case with Luwei In 2018, Mr. Luwei, an individual, filed a claim for arbitration against SkyPeople China in Xi’an Arbitration Commission for breach of contract pursuant to a new share purchase agreement and a share redemption agreement. On April 11, 2019, Xi’an Arbitration Commission made its decision and ordered SkyPeople China to repay RMB 3 million investment to Luwei. Mr. Luwei applied with Intermediate Court of Xi’an (the “Court”) for enforcement of the arbitration award which process was terminated by the Court due to no assets for enforcement. As of June 30, 2020, SkyPeople China has not repaid the amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Shaanxi Overseas Investment Development Corp. In November 2019, Shaanxi Overseas Investment Development Corp (“Shaanxi Overseas Investment”) filed a lawsuit against SkyPeople China, Hongke Xue and Shenzhen Tian Shun Da Equity Investment Fund Management Co., Ltd. (“Shenzhen Tian Shun Da”) pursuant to an investment agreement entered in March 2016. According to the agreement, Shaanxi Overseas Investment agreed to invest RMB 5 million for the preferred shares of SkyPeople China with an annual interest rate of 2.38%. Shenzhen Tian Shun Da pledged 1.17% of the shares SkyPeople China that it owned and Hongke Xue provided guarantee for the performance of agreement by SkyPeople China. SkyPeople China failed to make the interests payment and Shaanxi Overseas Investment filed the lawsuit for breach of agreement. On December 26, 2019, Yanta District Court of Xi’an City (the “Court”) ordered SkyPeople China to pay Shaanxi Overseas Investment the preferred share redemption amount of RMB 5 million plus penalty which is calculated based upon the RMB 5 million at a rate of 24% a year. The Court also ruled that Shaanxi Overseas Investment may sell the pledged shares owned by Shenzhen Tianshun Da as the repayment for SkyPeople China and Hongkong Xue shall also assume the repayment obligation as guarantor. As of June 30, 2020, SkyPeople China has not repaid the amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Shaanxi Wanyuan Construction Co., Ltd In July 2019, Shaanxi Wanyuan Construction Co., Ltd. (“Wanyuan) filed a lawsuit with Shaanxi Baoji Municipal Intermediate People’s Court (the “Baoji Court”) against Guoweimei for repayment of construction and decoration costs of RMB 55.07 million pursuant to a Construction and Decoration Agreement entered by the parties in May 2017. In July 2019, the Baoji Court ordered Guoweimei to pay construction and decoration costs of RMB55.07 million to Wanyuan, plus interest. As of June 30, 2020, Guoweimei has not repaid the amount. Guoweimei was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. |
Risks and Uncertainties
Risks and Uncertainties | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
RISKS AND UNCERTAINTIES | 15. RISKS AND UNCERTAINTIES Impact of COVID 19 I n December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world. Substantially all of our revenues are generated in China. The Company’s results of operations has affected by the outbreak of COVID-19 in China. In early 2020, Chinese government took emergency measures to combat the spread of the virus, including The Company’s promotion strategy of the CCM Shopping Mall previously mainly relied on the training of members and distributors through meetings and conferences. Although China has already begun to recover from the outbreak of COVID-19, the Chinese government still put a restriction on large gatherings. These restrictions made the promotion strategy for CCM Shopping Mall difficult to implement. Consequently, our results of operations has been adversely, and may be materially, affected, to the extent that the COVID-19 harms the Chinese and global economy. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. PRC Regulations We conduct substantially all of our operations and generate most of our revenue in the PRC. Accordingly, economic, political and legal developments in the PRC will significantly affect our business, financial condition, results of operations and prospects. The PRC economy is in transition from a planned economy to a market oriented economy subject to plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects on economic conditions in the PRC. Currency risks A majority of the Company’s operating transactions are denominated in RMB and a significant portion of the Company’s assets and liabilities is denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance. Credit risks The Company extends unsecured credit to its customers in the normal course of business and generally does not require collateral. As a result, management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of accounts receivable. In the analysis, management primarily considers the age of the customer’s receivable and also considers the credit worthiness of the customer, the economic conditions of the customer’s industry, and general economic conditions and trends, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of accounts receivables are incorrect, adjustments to the allowance may be required, which would reduce profitability. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS In July 2020, the Company entered a series of loan agreements with fourteen individuals for a total amount of $4.961 million. On August 4, 2020, the Company entered into a Debt Repayment Agreement with these individuals (the “Creditors”), pursuant to which the Company agreed to repay $4,961,000 debt owed to the Creditors in the form of shares of Common Stock of the Company for an aggregate of 2,740,883 shares at a price of $1.81 per share (the “Debt Repayment”). The Debt Repayment will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. The Company issued 2,740,883 shares of its Common Stock to the Creditors on August 12, 2020. On June 28, 2020, Guangchengji entered into a “Loan Agreement” with Shenzhen Tiantian Haodian. (Refer to Note 4- “Loan Receivables”). Pursuant to the Loan Agreement, Guangchengji transferred $0.21 million to Guangchengji on June 29, 2020 and $4.73 million in July 2020. On July 13, 2020, the Company and Future FinTech (Hong Kong) Limited, a wholly owned subsidiary of the Company entered into a Share Exchange Agreement with Nice Talent Asset Management Limited, a limited company organized under the laws of Hong Kong (“Nice”), which is licensed under the Security and Futures Commission of Hong Kong for assets management, and Joy Rich Enterprises Limited, a limited company organized under the laws of Hong Kong and 90% shareholder of Nice (“Joy Rich”), pursuant to which the Company agreed to acquire 90% of the issued and outstanding ordinary shares of Nice (the “Nice Shares”) from Joy Rich in exchange for the Company’s Common Stock. Pursuant to the terms of the Share Exchange Agreement, the parties agreed: (i) the aggregate purchase price for Nice Shares shall be HK$54 million (approximately $6.97 million, the “Purchase Price”) and it shall be paid in the Company’s Common Stock; (ii) 40% of the Purchase Price HK$21.6 million (approximately $2.79 million) shall be paid in the shares of common stock of the Company based on the average closing price of the Company’s Common Stock listed on Nasdaq Stock Exchange for the ten (10) trading days prior to the date of the Agreement and the foreign exchange rate between HK$ and US$ shall be the rate published by Bloomberg on the date of the Agreement; (iii) 30% of Purchase Price shall be paid in the Company Common Stock (the “2020 Earn-Out Shares”) if Nice meets certain earnings goal for 2020 (the “2020 Earnings Goal”); (iv) the 2020 Earn-Out Shares shall be issued based upon the average closing price of the Company’s Common Stock listed on Nasdaq Stock Exchange for the ten (10) trading days prior to December 31, 2020 and the exchange rate between HK$ and US$ shall be the rate published by Bloomberg on December 31, 2020; (v) additional 30% of Purchase Price shall be paid in the shares of common stock the Company (the “2021 Earn-Out Shares”) if Nice meets certain earnings goal for 2021 (the “2021 Earnings Goal”); (vi) the 2021 Earn-Out Shares shall be issued based upon the average closing price of the Company’s Common Stock listed on Nasdaq Stock Exchange for the ten (10) trading days prior to December 31, 2021 and the exchange rate between HK$ and US$ shall be the rate published by Bloomberg on December 31, 2021; (vii) if Nice does not achieve its earnings goal for a given year, the parties agree to have forbearance clause that the amount of such year’s earn-out shares shall not be reduced for that year if Nice achieves at least sixty percent (60%) of its given year earnings goal and if Nice achieves lower than 60% earnings goal for a given year, the amount of such year’s earn-out shares shall be reduced to zero. The Company Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. On July 22, 2020, the Company established Future Commercial Management (Beijing) Co., Ltd. Its scope of business includes management and consulting services. On July 28, 2020, the Company, entered into a Standstill Agreement with Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”). Pursuant to the Standstill Agreement, Lender agreed to refrain and forbear temporarily from making redemptions under certain Secured Promissory Note that was sold and issued by the Company to the Lender on December 19, 2019 in the original principal amount of $1,060,000 (the “Note”). Lender agreed not to redeem any portion of the Note (the “Standstill”) for a period beginning on the date of the Agreement and ending on the date that is ninety (90) days from the date of the Agreement. As a material inducement and partial consideration for Lender’s agreement to enter into the Agreement, the Company agreed that the outstanding balance of the Note shall be increased by nine percent (9%) on the date of the Agreement (the “Standstill Fee”). The Company and Lender agreed that, following the application of the Standstill Fee, the outstanding balance of the Note is $1,209,636. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Uses of Estimates in the Preparation of Financial Statements | Uses of Estimates in the Preparation of Financial Statements The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but not limited to, the allowance for doubtful receivable, estimated useful life and residual value of property, plant and equipment, impairment of long-lived assets provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. ASU 2016-13 will be effective on January 1, 2023. We are currently evaluating the effect of the adoption of ASU 2016-13 and believe it does not have any material impact on our results of operations or financial In August 2020, the FASB issued Accounting Standards Update No. 2020-06 (ASU 2020-06) “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. For public business entities that are not smaller reporting companies, ASU 2020-6 effective fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. We are currently evaluating the effect of the adoption of ASU 2020-06 and believe it does not have any material impact on our results of operations or financial. We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company. |
Related Party Transaction (Tabl
Related Party Transaction (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions to whom the amounts were paid | Name of Related Party from Whom Amounts were Received Amount Relationship Note Shanchun Huang 416,496 Chief Executive Officer of the Company Loan payable Shaanxi Fullmart Convenient Chain Supermarket Co., Ltd. (“Fullmart”) 7,063 Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd. was 100% owned by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd. holds 16.67% equity of Fullmart. Accounts payables Shaanxi Fullmart Convenient Chain Supermarket Management Co., Ltd. (“Fullmar Management”) 134,190 83.33% of the equity share of Fullmart management is owned by Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd., which is owned 100% by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. Accounts payables Kai Xu 20,484 Chief Operating Officer of the Company Payable to employee InUnion Chain Ltd. (“INU”) 288,695 The Company is the 10% equity shareholder of INU Accounts payables Zhi Yan 58,707 Chief Technology Officer of the Company Payable to employee Jing chen 4,706 Chief Financial Officer of the Company Payable to employee Zeyao Xue 305,725 Son of the Chairman of the Company and a major shareholder of the Company of the Company Loan payable Shenzen TianShunDa Equity Investment Fund Management Co., Ltd. (the “TSD”) 310,610 TSD holds 26.36% of the equity interest of SkyPoeple (China), a subsidiary of the Company, which was sold to New Continent International Co., Ltd. on February 27, 2020. Accounts payables Weicheng Pan 56,501 Legal representative of GuangChengJi (Shanghai) Co., Ltd., a subsidiary of Future Fintech (Hong Kong) Limited Loan payable |
Schedule of related party transactions to whom the amounts were paid | Name of Related Party to Whom the Amounts were Paid Amount Relationship Note Shaanxi Chunlv Ecological Agriculture Co., Ltd. 2,999,780 Holds 20.0% interest in CCM logistics Including creditor’s rights of Shaanxi Youyi Co., Ltd of $3.24 million, which is partially offset by $0.24 million payable to the Company Shaanxi Fullmart Commercial Holdings (Xi’an) Co., Ltd. 23,024 Shaanxi Fullmart Commercial Holding (Xi’an) Co., Ltd. was 100% owned by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. Service fee due Shaanxi Quangou Convenient Island Co., Ltd. 23,470 Fullmart holds 33.33% its equity Interest free loan* Yongke Xue 42,337 Chairman of the Company Interest free loan* |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | CCM Land Use Right June 30, December 31, June 30, December 31, 2020 2019 2020 2019 Cost $ 1,878,664 $ 43,004 $ 5,761,692 $ 5,847,008 Less: Accumulated amortization (34,843 ) (2,114 ) (624,183 ) (574,992 ) Balance as of June 30, 2020 $ 1,843,821 40,890 $ 5,137,509 $ 5,272,016 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization Year ending December 31, recognized 2020 (excluding the six months ended March 31, 2020) $ 151 2021 303 2022 303 2023 303 2024 303 2025 and thereafter 5,618 Total $ 6,981 |
Accrued Expenses and Other Pa_2
Accrued Expenses and Other Payables (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of expenses and other payables | June 30, December 31, Construction expenses payable $ 610,691 $ 619,734 Acquisition of Intangibles 308,080 15,374 Legal fee and other professionals 332,587 382,781 Wages and employee reimbursement 571,332 597,140 Suppliers 284,219 388,940 Accrued interest 85,600 85,600 Accrued tax payable 124,311 134,668 Others 345,124 350,234 Total $ 2,661,944 $ 2,574,471 |
Business Description (Details)
Business Description (Details) | 1 Months Ended |
Apr. 23, 2020 | |
Business Description [Abstract] | |
Description of business transaction | Future FinTech (Hong Kong) Limited registered GuangChengJi (Shanghai) Industrial Co., Ltd. (“Guangchengji”) with a registered capital of $30 million in Shanghai, China, which needs to be paid before April 22, 2049 when the business license will expire. The business scope of Guangchengji includes wholesaling of electronic components and equipment, metal materials, petroleum products, import and export business, computer software development, information technology, technology consulting and services, business management consulting and supply chain management. |
Loan Receivables (Details)
Loan Receivables (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Loan Receivables (Details) [Line Items] | |
Invest of cash | $ 5,000 |
Annual interest rate | 10.00% |
Shenzhen Tiantian Haodian Technology [Member] | |
Loan Receivables (Details) [Line Items] | |
Loan receivables | $ 210 |
Related Party Transaction (Deta
Related Party Transaction (Details) - Related Parties [Member] | Jun. 30, 2020USD ($) |
Related Party Transaction (Textual) | |
Dur to related party | $ 1,600,000 |
Due from the related parties | $ 3,090,000 |
Related Party Transaction (De_2
Related Party Transaction (Details) - Schedule of related party transactions from whom amounts were received | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Shanchun Huang [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 416,496 |
Relationship | Chief Executive Officer of the Company |
Note | Loan payable |
Shaanxi Fullmart Convenient Chain Supermarket [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 7,063 |
Relationship | Shaanxi Fullmart Commercial Holding (Xi'an) Co., Ltd. was 100% owned by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. Shaanxi Fullmart Commercial Holding (Xi'an) Co., Ltd. holds 16.67% equity of Fullmart. |
Note | Accounts payables |
Shaanxi Fullmart Convenient Chain Supermarket Management Co., Ltd. [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 134,190 |
Relationship | 83.33% of the equity share of Fullmart management is owned by Shaanxi Fullmart Commercial Holding (Xi'an) Co., Ltd., which is owned 100% by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. |
Note | Accounts payables |
Kai Xu [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 20,484 |
Relationship | Chief Operating Officer of the Company |
Note | Payable to employee |
InUnion Chain Ltd. [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 288,695 |
Relationship | The Company is the 10% equity shareholder of INU |
Note | Accounts payables |
Zhi Yan [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 58,707 |
Relationship | Chief Technology Officer of the Company |
Note | Payable to employee |
Jing chen [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 4,706 |
Relationship | Chief Financial Officer of the Company |
Note | Payable to employee |
Zeyao Xue [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 305,725 |
Relationship | Son of the Chairman of the Company and a major shareholder of the Company of the Company |
Note | Loan payable |
Shenzen TianShunDa Equity Investment Fund Management Co., Ltd. [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 310,610 |
Relationship | TSD holds 26.36% of the equity interest of SkyPoeple (China), a subsidiary of the Company, which was sold to New Continent International Co., Ltd. on February 27, 2020. |
Note | Accounts payables |
Weicheng Pan [Member] | |
Related Party Transaction [Line Items] | |
Amount | $ 56,501 |
Relationship | Legal representative of GuangChengJi (Shanghai) Co., Ltd., a subsidiary of Future Fintech (Hong Kong) Limited |
Note | Loan payable |
Related Party Transaction (De_3
Related Party Transaction (Details) - Schedule of related party transactions to whom the amounts were paid | 6 Months Ended | |
Jun. 30, 2020USD ($) | ||
Shaanxi Chunlv Ecological Agriculture Co. Ltd. [Member] | ||
Related Party Transaction (Details) - Schedule of related party transactions to whom the amounts were paid [Line Items] | ||
Amount | $ 2,999,780 | |
Relationship | Holds 20.0% interest in CCM logistics | |
Note | Including creditor's rights of Shaanxi Youyi Co., Ltd of $3.24 million, which is partially offset by $0.24 million payable to the Company | |
Quangoutong Commercial Holdings (Xi’an) Co., Ltd [Member] | ||
Related Party Transaction (Details) - Schedule of related party transactions to whom the amounts were paid [Line Items] | ||
Amount | $ 23,024 | |
Relationship | Shaanxi Fullmart Commercial Holding (Xi'an) Co., Ltd. was 100% owned by Xiu Jun Wang, the ex-wife of Yongke Xue, the Chairman of the Company. | |
Note | Service fee due | |
Shaanxi Quangou Convenient Island Co. Ltd. [Member] | ||
Related Party Transaction (Details) - Schedule of related party transactions to whom the amounts were paid [Line Items] | ||
Amount | $ 23,470 | |
Relationship | Fullmart holds 33.33% its equity | |
Note | Interest free loan* | [1] |
Yongke Xue [Member] | ||
Related Party Transaction (Details) - Schedule of related party transactions to whom the amounts were paid [Line Items] | ||
Amount | $ 42,337 | |
Relationship | Chairman of the Company | |
Note | Interest free loan* | [1] |
[1] | The interest free loans have been approved by the Company's Audit Committee. |
Intangible Assets (Details)
Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Intangible Assets (Details) [Line Items] | |
Leases Term, Useful life | 10 years |
Minimum [Member] | |
Intangible Assets (Details) [Line Items] | |
Leases Term, Useful life | 40 years |
Amortization expense (in Dollars) | $ 90 |
Maximum [Member] | |
Intangible Assets (Details) [Line Items] | |
Leases Term, Useful life | 50 years |
Amortization expense (in Dollars) | $ 590 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CCM [Member] | ||
Cost | $ 1,878,664 | $ 43,004 |
Less: Impairment Loss | (34,843) | (2,114) |
Balance as of June 30, 2020 | 1,843,821 | 40,890 |
Land Use Right [Member] | ||
Cost | 5,761,692 | 5,847,008 |
Less: Impairment Loss | (624,183) | (574,992) |
Balance as of June 30, 2020 | $ 5,137,509 | $ 5,272,016 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization expense | Jun. 30, 2020USD ($) |
Schedule of amortization expense [Abstract] | |
2020 (excluding the six months ended March 31, 2020) | $ 151 |
2021 | 303 |
2022 | 303 |
2023 | 303 |
2024 | 303 |
2025 and thereafter | 5,618 |
Total | $ 6,981 |
Long Term Investment (Details)
Long Term Investment (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Jun. 30, 2020 | Oct. 19, 2018 | Jun. 22, 2018 | |
Debt Disclosure [Abstract] | ||||
Ownership interest | 10.00% | |||
Purchase price | $ 15,000 | |||
Shares issued (in Shares) | 5 | |||
Finance lease, impairment loss | $ 2,500 | |||
Long term investment | $ 12,250 |
Common Stocks Issued (Details)
Common Stocks Issued (Details) - USD ($) | Jun. 10, 2020 | Mar. 11, 2020 | Feb. 23, 2020 | Jan. 25, 2020 | Jan. 15, 2020 | Jan. 06, 2020 | Jun. 05, 2019 | May 13, 2019 | Apr. 17, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Common Stocks Issued (Textual) | |||||||||||
Common stock issue as bonus | 150,000 | 500,000 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Consulting Service Agreement [Member] | |||||||||||
Common Stocks Issued (Textual) | |||||||||||
Conversion of stock | 3,750,000 | ||||||||||
Term of agreement | 3 years | ||||||||||
Consulting fee totaling (in Dollars) | $ 3,000,000 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.794 | ||||||||||
Description of shares | The Company issued the Consultant Shares pursuant to the Agreement, of which 1,500,000 shares were released to the Consultant immediately, 1,125,000 and 1,125,000 shares, respectively, will be held by the Company and released to the Consultant on January 25, 2021 and January 25, 2022 if this Agreement has not been terminated and there has been no breach of the Agreement by the Consultant at such time. If the second and/or third release of the shares mentioned above does not occur, such shares shall be returned to the Company as treasury shares. The shares contemplated in the Agreement were issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. | ||||||||||
Stock related compensation, description | the Company recorded stock related compensation of $1.19 million, based on the stock closing price of $0.794 on the Agreement date, for the 1,500,000 shares which were released to the Consultant immediately upon issuance. The Company will recognize stock related compensation of $1.79 million for the 2,250,000 shares in the future when they are released to the Consultant pursuant to the Agreement. | ||||||||||
Purchase Agreement [Member] | |||||||||||
Common Stocks Issued (Textual) | |||||||||||
Original principal amount (in Dollars) | $ 145,000 | ||||||||||
Conversion of stock | 193,333 | ||||||||||
Ninth Exchange Agreement [Member] | |||||||||||
Common Stocks Issued (Textual) | |||||||||||
Original principal amount (in Dollars) | $ 140,000 | ||||||||||
Conversion of stock | 186,666 | ||||||||||
Tenth Exchange Agreement [Member] | |||||||||||
Common Stocks Issued (Textual) | |||||||||||
Original principal amount (in Dollars) | $ 150,000 | ||||||||||
Conversion of stock | 200,000 | ||||||||||
Eleventh Exchange Agreement [Member] | |||||||||||
Common Stocks Issued (Textual) | |||||||||||
Original principal amount (in Dollars) | $ 153,750 | ||||||||||
Conversion of stock | 205,000 | ||||||||||
Twelfth Exchange Agreement [Member] | |||||||||||
Common Stocks Issued (Textual) | |||||||||||
Original principal amount (in Dollars) | $ 111,486 | ||||||||||
Conversion of stock | 148,648 |
Discontinued Operations (Detail
Discontinued Operations (Details) | 1 Months Ended |
Sep. 18, 2019 | |
Discontinued Operations (Textual) | |
Discontinued operation, description | Pursuant to the terms of the Agreement, the Buyer purchased 100% ownership of HeDeTang HK, which value is primarily derived from HeDeTang HK’s wholly-owned subsidiary HeDeJiaChuan Holdings Co., Ltd. and 73.41% owned subsidiary SkyPeople Juice Group Co., Ltd., for a total price of RMB 600,000 (approximately $85,714) (the “Sale Transaction”). The Sale Transaction was closed on February 27, 2020. In accordance with ASC Topic 205, Presentation of Financial Statement Discontinued Operations (“ASC Topic 205”), the Company presented the operation results from HeDeTang HK’s and subsidiaries as a discontinued operation, as the Company believed that no continued cash flow would be generated by the discontinued component and that the Company would have no significant continuing involvement in the operations of the discontinued component. The total assets of HeDeTang HK were $106.85 million as of February 27, 2020 and the total liabilities of HeDeTang HK were $231.21 million as of February 27, 2020, resulting in a gain on disposal of $123.69 million. There was no income or loss from HeDeTang HK from January 1, 2020 to the sale. Huludao Wonder The discontinued operation presented in the financial statement for the period ended June 30, 2019 includes Huludao Wonder operation, a subsidiary which produces concentrated apple juice. In December 2016, the Company established a winding-down plan to close this operation. Based on the restructuring plan and in accordance with ASC 205-20, the Company presented the operating results from Huludao Wonder as a discontinued operation, as the Company believed that no continued cash flow would be generated by the disposed component (Huludao Wonder) and that the Company would have no significant continuing involvement in the operation of the discontinued component. Management of the Company initiated a plan to sell the property located in Huludao in December 2016, and ceased the depreciation of the property in accordance with ASC 205-20. In accordance with the restructuring plan, the Company intended to transfer the concentrated fruit juice production equipment in Huludao Wonder to another subsidiary and to sell the land use right and facilities upon favorable circumstances. On February 27, 2020 pursuant to a Share Transfer Agreement entered into by HeDeTang HKand New Continent International Co., Ltd. on September 18, 2019, the ownership of Huludao Wonder was transferred as a subsidiary of HeDeTang HK to New Continent International Co., Ltd. On March 11, 2020, the Company’s Board of Directors passed a resolution to sell the operation of Globalkey Supply Chain limited and Zhonglian Hengxin Assets Management Co., Ltd (“Zhonglian Hengxin”) and close the operation of Digital Online Marketing Limited, Future Digital Fintech (Xi’an) Co., Ltd., SkyPeople Foods Holding Ltd. and Chain Future Digital Tech (Beijing) Co., Ltd. |
Accrued Expenses and Other Pa_3
Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Expenses (Textual) | ||
Accrued expenses and other payables | $ 2,660 | $ 2,570 |
Accrued Expenses and Other Pa_4
Accrued Expenses and Other Payables (Details) - Schedule of expenses and other payables - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of expenses and other payables [Abstract] | ||
Construction expenses payable | $ 610,691 | $ 619,734 |
Acquisition of Intangibles | 308,080 | 15,374 |
Legal fee and other professionals | 332,587 | 382,781 |
Wages and employee reimbursement | 571,332 | 597,140 |
Suppliers | 284,219 | 388,940 |
Accrued interest | 85,600 | 85,600 |
Accrued tax payable | 124,311 | 134,668 |
Others | 345,124 | 350,234 |
Total | $ 2,661,944 | $ 2,574,471 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 15, 2020 |
Loans payable | $ 2,250 | |
Shenzhen Wangjv Trading [Member] | ||
Loans payable | 210 | |
Interest rate | 8.00% | |
Termination loans | $ 210 | |
Shaanxi Zhongcai Pawn Co. Ltd. [Member] | ||
Loans payable | 1,840 | |
Shaanxi Entai Bio-Technology Co. Ltd. [Member] | ||
Loans payable | 200 | |
Interest free loan amount | 200 | |
Hedetang Market [Member] | ||
Market borrowed | $ 1,840 | |
Interest rate | 0.40% | |
Loan unpaid | $ 1,840 |
Advances from Issuance of Com_2
Advances from Issuance of Common Stock (Details) - USD ($) | Aug. 07, 2020 | Jun. 16, 2020 |
Issuance of common stock | $ 500,000 | |
Employee Stock Ownership Plan (ESOP), Fair Value of Shares Subject to Repurchase Obligation | $ 500,000 | |
Private Placement [Member] | ||
Private placement common shares (in Shares) | 500,000 | |
Common stock purchase price (in Dollars per share) | $ 1 | |
Private placement common shares value | $ 500,000 | |
Subsequent Event [Member] | ||
Private placement common shares (in Shares) | 500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Oct. 08, 2018 | Mar. 02, 2018 | Aug. 10, 2017USD ($) | Aug. 10, 2017CNY (¥) | May 09, 2016USD ($) | May 09, 2016CNY (¥) | Nov. 30, 2019 | Jul. 31, 2019 | Nov. 30, 2018 | Sep. 30, 2017USD ($) | Aug. 31, 2017USD ($) | Sep. 30, 2016 | Jan. 31, 2016USD ($) | Jan. 31, 2016CNY (¥) | Dec. 23, 2015CNY (¥) | May 31, 2015 | Sep. 30, 2014 | Jun. 30, 2020USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2017CNY (¥) | Aug. 30, 2017USD ($) | Aug. 30, 2017CNY (¥) | May 09, 2016CNY (¥) | Mar. 06, 2016USD ($) | Mar. 06, 2016CNY (¥) | Jun. 29, 2015USD ($) | Jun. 29, 2015CNY (¥) | May 04, 2015USD ($) | May 04, 2015CNY (¥) | Apr. 30, 2015USD ($) | Apr. 30, 2015CNY (¥) | Apr. 15, 2015USD ($) | Apr. 15, 2015CNY (¥) |
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Litigation, description | the Court sold the real estate property pledged by Xiujun Wang at RMB 1.17 million (approximately $0.17 million). Because the real estate property is Xiujun Wang’s primary home, the Court allocated RMB 0.12 million to Xiujun Wang as transition home leasing fee and deducted outstanding mortgage payments, and the remaining amount was delivered to the Beijing Bank as the repayment. The Court has also made inquiries to the Beijing Bank as to whether it is willing to accept the pledged real estate property of Shaanxi Boai as the repayment of the outstanding loan for the amount of RMB 27.93 million (approximately $4.06 million) but Beijing Bank has refused to take the real property as repayment of the loan and the enforcement action has been terminated by the Court on December 18, 2018. | Beijing Intermediate Court had two hearings of the case and on March 21, 2018, and it ruled in favor of Cinda to the effect that SkyPeople China and Guoweimei shall pay leasing fees due in the amount of RMB 21.00 million (approximately $3.05 million), as well as leasing fees not yet due in the amount of RMB 63.98 million (approximately $9.30 million), plus attorney’s fees and expenses. | |||||||||||||||||||||||||||||||
Bank Of Beijing [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Loan borrowed | $ 4,360,000 | ¥ 30,000,000 | |||||||||||||||||||||||||||||||
Ningxia Bank [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Loan borrowed | $ 3,630,000 | ¥ 25,000,000 | |||||||||||||||||||||||||||||||
China Construction Bank [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Loan borrowed | $ 3,500,000 | ¥ 22,900,000 | |||||||||||||||||||||||||||||||
Agreement, description | SkyPeople China entered into two loan agreements with China Construction Bank. Pursuant to the loan agreements, SkyPeople China borrowed RMB 13.90 million (approximately $2.13 million), and RMB 30 million (approximately $4.59 million) from China Construction Bank, respectively. | ||||||||||||||||||||||||||||||||
Repayments of debt | $ 1,780,000 | ¥ 12,210,000 | ¥ 24,835,790 | ||||||||||||||||||||||||||||||
China Cinda Asset Management Co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Line of credit, description | two long term suppliers of pear, mulberry, and kiwi fruits to SkyPeople China requested that SkyPeople China provide guarantees for their loans with Cinda Shaanxi Branch. Considering the long term business relationship and to ensure the timely supply of raw materials, SkyPeople China agreed to provide guarantees on the value of the raw materials supplied to SkyPeople China. Because Cinda Shaanxi Branch is not a bank authorized to provide loans, it eventually provided financing to the two suppliers through the purchase of accounts receivables of the two suppliers with SkyPeople China. In July 2014, the parties entered into two agreements – an Accounts Receivables Purchase and Debt Restructure Agreement, and Guarantee Agreements for Accounts Receivables Purchase and Debt Restructure. Pursuant to the agreements, Cinda Shaanxi Branch agreed to provide a RMB 100 million credit line on a rolling basis to the two suppliers and SkyPeople China agreed to pay its accounts payables to the two suppliers directly to Cinda Shaanxi Branch and provided guarantees for the two suppliers. In April 2015, Cinda Shaanxi Branch stopped providing financing to the two suppliers and the two suppliers were unable to continue the supply of raw materials to SkyPeople China. Consequently, SkyPeople China stopped making any payment to Cinda Shaanxi Branch. | ||||||||||||||||||||||||||||||||
Cinda Capital Financing Co. Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Lease, description | Lessees repay RMB 50 million (approximately $7.27 million) in capital lease fees, plus interest. Cinda purchased or paid for refrigerant warehouse and trading hall to the suppliers and vendors and agreed to lease them to the Lessees for a leasing fee of RMB 50 million in December 2016. | ||||||||||||||||||||||||||||||||
Lessees repayment | $ 12,350,000 | ¥ 84,970,000 | |||||||||||||||||||||||||||||||
China Cinda Asset Management Co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Guarantee amount | $ 5,800,000 | ¥ 39,600,000 | |||||||||||||||||||||||||||||||
SkyPeople China [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Settlement liability | $ 5,800,000 | ||||||||||||||||||||||||||||||||
Shaanxi Fangtian Decoration Co. Ltd [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Loan borrowed | $ 508,780 | ¥ 3.5 | |||||||||||||||||||||||||||||||
Repayments of debt | ¥ | ¥ 3,500,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest (in Yuan Renminbi) | ¥ | ¥ 400,000 | ||||||||||||||||||||||||||||||||
Repayment of bank loan, plus interest | $ 585,098 | ||||||||||||||||||||||||||||||||
Shanghai Pudong Development Bank [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Loan borrowed | $ 3,920,000 | ¥ 26,900,000 | |||||||||||||||||||||||||||||||
Debt instrument, term | 1 year | 1 year | |||||||||||||||||||||||||||||||
Shaanxi Fangyuan construction co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Litigation, description | Fangyuan filed a lawsuit and requested that Guoweimei pay a project construction fee plus penalty of RMB 56.32 million (approximately $8.22 million). On June 10, 2019, Baoji Intermediate People’s Court issued a verdict that Guoweimei must pay RMB 41.58 million (approximately $6.07 million) plus penalty to Fangyuan, and Fangyuan will enjoy preferential right for the projects in processing zone of National Wholesale and Trading Center in Mei County for Kiwi Fruits developed by Guoweimei. | ||||||||||||||||||||||||||||||||
Shaanxi Zhongkun Construction Co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Construction and decoration fee, description | The Court issued a civil judgement in November 2018, ordering Hedetang Market to pay project funds of RMB 1.65 million (approximately $0.24 million) to Zhongkun, plus interest. | ||||||||||||||||||||||||||||||||
Xi’an Shanmei Food Co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Litigation, description | (i) the Land Lease Agreement was thereby terminated; (ii) Shaanxi Qiyiwangguo shall pay Xi’an Shanmei the outstanding leasing fee RMB 0.21 million (approximately $30,762) and (iii) Shaanxi Qiyiwangguo shall return the 29.3 mu industrial use land to Xi’an Shanmei. Shaanxi Qiyiwangguo has appealed the decision to the Xi’an Intermediate People’s Court on the basis that: (x) the land use right was a capital contribution by Xi’an Shanmei for a shareholder of Shaanxi Qiyiwangguo who is also the sole shareholder of Xi’an Shanmei and the Land Lease Agreement was invalid and has no legal effect; (y) Zhouzhi Court did not schedule the hearing for the count claims filed by Shaanxi Qiyiwangguo; and (z) Zhouzhi Court violated certain civil procedures during the trial of the case. | ||||||||||||||||||||||||||||||||
Nanjing Bailuotong Logistics Services Co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Amount claimed under lawsuit | $ 29,715 | ¥ 200,000 | |||||||||||||||||||||||||||||||
Leasing fees not yet due | $ 200,000 | ||||||||||||||||||||||||||||||||
Henan Huaxing Glass Co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Loan borrowed | $ 29,743 | ¥ 203,742 | |||||||||||||||||||||||||||||||
Huludao Banking Co. Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Litigation, description | the Suizhong Branch of Huludao Banking Co., Ltd. (“Suizhong Branch”) filed a lawsuit with Huludao Intermediate People’s Court (the “Huludao Court”) against the Company’s indirectly wholly-owned subsidiary Huludao Wonder Fruit Co., Ltd. (“Wonder Fruit”) and requested that Wonder Fruit repay a RMB 40 million (approximately $5.81 million) bank loan, plus interest. The loan became due on its maturity date of December 9, 2016. On December 19, 2016, the Huludao Court accepted the case. The Company has been disputing the interest rate of the loan with Suizhong Branch, and has not repaid the loan to date. Wonder Fruit believes that the interest charged by Suizhong Branch is 100% higher than the base rate set by People’s Bank of China and is not consistent with the China People’s Bank’s base interest and floating rate. The Huludao Court has seized land use rights, buildings and equipment of Wonder Fruit that were pledged as guarantee for the loan and has organized two auction sales for these assets in January and February of 2018, but both auction sales have been unsuccessful in finding a buyer. On July 19, 2018, the Court issued a verdict ordering Huludao Wonder to transfer its land use rights, building, equipment, electronic and transportation assets to Zuizhong Branch as payment of the outstanding principal, auction and evaluation fees and some interest of the loan for RMB 42.64 million (approximately $6.22 million). As of June 30, 2020, there was RMB 11.95 million (approximately $1.74 million) in interest on the loan unpaid. Huludao Wonder was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Andrew Chien In September 2017, Andrew Chien, a former consultant of SkyPeople China, brought a lawsuit against the Company and Mr. Hongke Xue in the District Court of Connecticut (the “Court”). The complaint was not properly served and the Company learned of the litigation in December 2017. In the complaint, Mr. Chien has made several claims, most of which attempt to hold the Company liable under novel legal theories that relate back to an alleged breach of a consulting agreement between SkyPeople China and Chien from August 2006. Mr. Chien claimed approximately $257,000 damages and interest plus 2.00% of the Company’s then-outstanding shares. Mr. Chien has unsuccessfully attempted to sue the Company on the breach of the same consulting agreement several times in the courts of Connecticut and New York, and these cases have been dismissed. The Company has filed a motion to dismiss (“MTD”) and all proceedings are stayed pending determination of the MTD. On August 31, 2018, the Court granted our MTD. On September 10, 2018, Mr. Chien filed a motion for reconsideration. On September 28, 2018, the Court denied Mr. Chien’s motion for reconsideration. On October 26, 2018, Mr. Chien appealed the case to the United States Court of Appeals for the Second Circuit. The Court of Appeals affirmed the trial court’s dismissal of the action on January 22, 2020, and denied Mr. Chien’s petition for en banc rehearing on March 27, 2020. Mr. Chien’s time to pursue a discretionary appeal to the Supreme Court of the United States has lapsed and the case is closed. Legal case with Luwei In 2018, Mr. Luwei, an individual, filed a claim for arbitration against SkyPeople China in Xi’an Arbitration Commission for breach of contract pursuant to a new share purchase agreement and a share redemption agreement. On April 11, 2019, Xi’an Arbitration Commission made its decision and ordered SkyPeople China to repay RMB 3 million investment to Luwei. Mr. Luwei applied with Intermediate Court of Xi’an (the “Court”) for enforcement of the arbitration award which process was terminated by the Court due to no assets for enforcement. As of June 30, 2020, SkyPeople China has not repaid the amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Shaanxi Overseas Investment Development Corp. In November 2019, Shaanxi Overseas Investment Development Corp (“Shaanxi Overseas Investment”) filed a lawsuit against SkyPeople China, Hongke Xue and Shenzhen Tian Shun Da Equity Investment Fund Management Co., Ltd. (“Shenzhen Tian Shun Da”) pursuant to an investment agreement entered in March 2016. According to the agreement, Shaanxi Overseas Investment agreed to invest RMB 5 million for the preferred shares of SkyPeople China with an annual interest rate of 2.38%. Shenzhen Tian Shun Da pledged 1.17% of the shares SkyPeople China that it owned and Hongke Xue provided guarantee for the performance of agreement by SkyPeople China. SkyPeople China failed to make the interests payment and Shaanxi Overseas Investment filed the lawsuit for breach of agreement. On December 26, 2019, Yanta District Court of Xi’an City (the “Court”) ordered SkyPeople China to pay Shaanxi Overseas Investment the preferred share redemption amount of RMB 5 million plus penalty which is calculated based upon the RMB 5 million at a rate of 24% a year. The Court also ruled that Shaanxi Overseas Investment may sell the pledged shares owned by Shenzhen Tianshun Da as the repayment for SkyPeople China and Hongkong Xue shall also assume the repayment obligation as guarantor. As of June 30, 2020, SkyPeople China has not repaid the amount. SkyPeople China was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. The creditors have no recourse to the current Company. Legal case with Shaanxi Wanyuan Construction Co., Ltd. In July 2019, Shaanxi Wanyuan Construction Co., Ltd. (“Wanyuan) filed a lawsuit with Shaanxi Baoji Municipal Intermediate People’s Court (the “Baoji Court”) against Guoweimei for repayment of construction and decoration costs of RMB 55.07 million pursuant to a Construction and Decoration Agreement entered by the parties in May 2017. In July 2019, the Baoji Court ordered Guoweimei to pay construction and decoration costs of RMB55.07 million to Wanyuan, plus interest. As of June 30, 2020, Guoweimei has not repaid the amount. Guoweimei was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. on February 27, 2020. | ||||||||||||||||||||||||||||||||
Andrew Chien [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Amount claimed under lawsuit | $ 257,000 | ||||||||||||||||||||||||||||||||
Percentage of outstanding shares | 2.00% | ||||||||||||||||||||||||||||||||
Luwei [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Repayments of debt | $ 3,000,000 | ||||||||||||||||||||||||||||||||
Overseas Investment Development Corp. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Agreement, description | According to the agreement, Shaanxi Overseas Investment agreed to invest RMB 5 million for the preferred shares of SkyPeople China with an annual interest rate of 2.38%. Shenzhen Tian Shun Da pledged 1.17% of the shares SkyPeople China that it owned and Hongke Xue provided guarantee for the performance of agreement by SkyPeople China. SkyPeople China failed to make the interests payment and Shaanxi Overseas Investment filed the lawsuit for breach of agreement. On December 26, 2019, Yanta District Court of Xi’an City (the “Court”) ordered SkyPeople China to pay Shaanxi Overseas Investment the preferred share redemption amount of RMB 5 million plus penalty which is calculated based upon the RMB 5 million at a rate of 24% a year. | ||||||||||||||||||||||||||||||||
Shaanxi Wanyuan Construction Co., Ltd. [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||||||||||||||||
Construction and decoration fee, description | (“Wanyuan) filed a lawsuit with Shaanxi Baoji Municipal Intermediate People’s Court (the “Baoji Court”) against Guoweimei for repayment of construction and decoration costs of RMB 55.07 million pursuant to a Construction and Decoration Agreement entered by the parties in May 2017. In July 2019, the Baoji Court ordered Guoweimei to pay construction and decoration costs of RMB55.07 million to Wanyuan, plus interest. As of June 30, 2020, Guoweimei has not repaid the amount. Guoweimei was one of the subsidiaries transferred along with HeDengTang HK to New Continent International Co., Ltd. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 12, 2020 | Jul. 13, 2020 | Jul. 31, 2020 | Jul. 28, 2020 | Jun. 30, 2020 | Jun. 28, 2020 | Dec. 31, 2019 |
Subsequent Events (Textual) | |||||||
Common stock shares (in Shares) | 38,494,063 | 33,810,416 | |||||
Loan agreement amiount | $ 4,730,000 | $ 210,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Events (Textual) | |||||||
Loan total amount | $ 4,961,000 | ||||||
Common stock shares (in Shares) | 2,740,883 | ||||||
Shares per value (in Dollars per share) | $ 1.81 | ||||||
Percentage of sharesholder | 90.00% | ||||||
Percentage of issued and outstanding ordinary shares | 90.00% | ||||||
Repayments debt amount | $ 4,961,000 | ||||||
Common stock creditors shares (in Shares) | 2,740,883 | ||||||
Standstill Agreements [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Textual) | |||||||
Promissory note principal amount | $ 1,060,000 | ||||||
Percentage of standstill fees | 9.00% | ||||||
Balance outstanding | $ 1,209,636 | ||||||
Share Exchange Agreement [Member] | |||||||
Subsequent Events (Textual) | |||||||
Purchase agreement, description | (i) the aggregate purchase price for Nice Shares shall be HK$54 million (approximately $6.97 million, the “Purchase Price”) and it shall be paid in the Company’s Common Stock; (ii) 40% of the Purchase Price HK$21.6 million (approximately $2.79 million) shall be paid in the shares of common stock of the Company based on the average closing price of the Company’s Common Stock listed on Nasdaq Stock Exchange for the ten (10) trading days prior to the date of the Agreement and the foreign exchange rate between HK$ and US$ shall be the rate published by Bloomberg on the date of the Agreement; (iii) 30% of Purchase Price shall be paid in the Company Common Stock (the “2020 Earn-Out Shares”) if Nice meets certain earnings goal for 2020 (the “2020 Earnings Goal”); (iv) the 2020 Earn-Out Shares shall be issued based upon the average closing price of the Company’s Common Stock listed on Nasdaq Stock Exchange for the ten (10) trading days prior to December 31, 2020 and the exchange rate between HK$ and US$ shall be the rate published by Bloomberg on December 31, 2020; (v) additional 30% of Purchase Price shall be paid in the shares of common stock the Company (the “2021 Earn-Out Shares”) if Nice meets certain earnings goal for 2021 (the “2021 Earnings Goal”); (vi) the 2021 Earn-Out Shares shall be issued based upon the average closing price of the Company’s Common Stock listed on Nasdaq Stock Exchange for the ten (10) trading days prior to December 31, 2021 and the exchange rate between HK$ and US$ shall be the rate published by Bloomberg on December 31, 2021; (vii) if Nice does not achieve its earnings goal for a given year, the parties agree to have forbearance clause that the amount of such year’s earn-out shares shall not be reduced for that year if Nice achieves at least sixty percent (60%) of its given year earnings goal and if Nice achieves lower than 60% earnings goal for a given year, the amount of such year’s earn-out shares shall be reduced to zero. The Company Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. |