Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | The sole purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q is to include the iXBRL. No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date and time of the Form 10-Q, and does not modify or update any other disclosures made in Form 10-Q. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-26119 | |
Entity Registrant Name | KUBER RESOURCES CORPORATION | |
Entity Central Index Key | 0001081834 | |
Entity Tax Identification Number | 87-0629754 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | Lippo Centre Tower 2 | |
Entity Address, Address Line Two | 89 Queensway | |
Entity Address, City or Town | Admiralty | |
Entity Address, Country | HK | |
Entity Address, Postal Zip Code | 1113 | |
Country Region | +1 | |
City Area Code | 852 | |
Local Phone Number | 3703-6155 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 132,606,582 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 156,471 | $ 143,860 |
Accounts receivable, net | 2,371,148 | 1,102,097 |
Advances to suppliers | 1,087,589 | 1,087,590 |
Due from related parties | 1,053,763 | 1,110,135 |
Other receivables and current assets | 29,617 | 29,617 |
Total Current Assets | 4,698,588 | 3,473,299 |
Non-Current Assets | ||
Property, plant and equipment, net | 13,907 | |
Intangible assets, net | 1,929,415 | 2,069,849 |
Operating lease right of use asset | 131,074 | 154,316 |
Total Non-Current Assets | 2,060,489 | 2,238,072 |
Total Assets | 6,759,077 | 5,711,371 |
Current Liabilities | ||
Accounts payable and accrued expenses | 432,639 | 358,441 |
Other payables | 7,611 | 3,518 |
Due to related parties | 472,555 | 261,385 |
Taxes payable | 828,075 | 570,494 |
Advances from customers | 160,833 | 183,811 |
Operating lease liabilities - current | 87,322 | 131,536 |
Total Current Liabilities | 1,989,035 | 1,509,185 |
Non-Current Liabilities | ||
Operating lease liabilities - non-current | 49,897 | 28,208 |
Total Non-Current Liabilities | 49,897 | 28,208 |
Total Liabilities | 2,038,932 | 1,537,393 |
Shareholders’ Equity | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 132,612,342 shares issued and outstanding at March 31, 2024 and December 31, 2023 respectively | 132,613 | 132,613 |
Additional paid-in capital | 6,125,474 | 6,125,474 |
Statutory reserves | 142,778 | |
Accumulated deficit | (1,600,001) | (2,067,880) |
Accumulated other comprehensive loss | (81,889) | (17,399) |
Total Equity | 4,720,145 | 4,173,978 |
Total Liabilities and Shareholders’ Equity | 6,759,077 | 5,711,371 |
Series A Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Preferred stock,value | 520 | 520 |
Series B Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Preferred stock,value | 150 | 150 |
Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Preferred stock,value | $ 500 | $ 500 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) | Dec. 31, 2023 $ / shares shares |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, authorized | 10,000,000 |
Preferred stock, shares issued | 500,000 |
Preferred stock, shares outstanding | 500,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 |
Common stock, shares issued | 132,612,342 |
Common stock, shares outstanding | 132,612,342 |
Series A Preferred Stock [Member] | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, authorized | 2,000,000 |
Preferred stock, shares issued | 520,000 |
Preferred stock, shares outstanding | 520,000 |
Series B Preferred Stock [Member] | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, authorized | 1,000,000 |
Preferred stock, shares issued | 150,000 |
Preferred stock, shares outstanding | 150,000 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues, net | $ 1,262,073 | $ 33,182 |
Cost of revenues | 121,503 | |
Gross profit | 1,140,570 | 33,182 |
Operating expenses | ||
Selling and marketing expense | 6,234 | |
General and administrative expenses | 302,049 | 41,206 |
Total Operating expenses | 308,283 | 41,206 |
Income from operations | 832,287 | (8,024) |
Other income (expense) | ||
Interest income(expense) | 223 | (1,373) |
Total other income (expenses), net | 223 | (1,373) |
Income (loss) before income tax | 832,510 | (9,397) |
Income tax expense | 221,853 | |
Net income (loss) | $ 610,657 | $ (9,397) |
Weighted average shares outstanding | ||
Basic | 132,612,342 | 132,612,342 |
Earnings (Loss) per share | ||
Basic | $ 0.0046 | |
Other comprehensive income (loss): | ||
Net income (loss) | $ 610,657 | $ (9,397) |
Other comprehensive income (loss): | ||
Foreign currency translation (loss) income | (64,490) | |
Total comprehensive income (loss) | $ 546,167 | $ (9,397) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Statutory Reserves [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 520 | $ 150 | $ 500 | $ 132,607 | $ 3,924,665 | $ (3,285,836) | $ 772,606 | ||
Beginning balance, shares at Dec. 31, 2022 | 520,000 | 150,000 | 500,000 | 132,606,582 | |||||
Common stock issued for services | $ 6 | 30,171 | 30,177 | ||||||
Common stock issued for services, shares | 5,760 | ||||||||
Net income | (9,397) | (9,397) | |||||||
Ending balance, value at Mar. 31, 2023 | $ 520 | $ 150 | $ 500 | $ 132,613 | 3,954,837 | (3,295,233) | 793,387 | ||
Ending balance, shares at Mar. 31, 2023 | 520,000 | 150,000 | 500,000 | 132,612,342 | |||||
Beginning balance, value at Dec. 31, 2023 | $ 520 | $ 150 | $ 500 | $ 132,613 | 6,125,474 | (2,067,880) | (17,399) | 4,173,978 | |
Beginning balance, shares at Dec. 31, 2023 | 520,000 | 150,000 | 500,000 | 132,612,342 | |||||
Net income | 610,657 | 610,657 | |||||||
Appropriations to statutory reserves | 142,778 | (142,778) | |||||||
Foreign currency translation adjustment | (64,490) | (64,490) | |||||||
Ending balance, value at Mar. 31, 2024 | $ 520 | $ 150 | $ 500 | $ 132,613 | $ 6,125,474 | $ 142,778 | $ (1,600,001) | $ (81,889) | $ 4,720,145 |
Ending balance, shares at Mar. 31, 2024 | 520,000 | 150,000 | 500,000 | 132,612,342 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net income | $ 610,657 | $ (9,397) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and amortization expense | 107,327 | 106 |
Amortization of operating lease ROU assets | 21,867 | 2,069 |
Impairment of assets | 13,804 | 0 |
Shares issued for services | 30,177 | |
Changes in assets and liabilities: | ||
Accounts receivable | (1,300,855) | |
Due from relates parties | 38,417 | |
Prepaid expense | 1,500 | |
Deposits | (27,669) | |
Customer advances | (55,901) | |
Account payable and accrued expenses | 112,844 | 33,252 |
Other payable | 274,027 | |
Loan payable - related party | 13,692 | |
Contract liability | (22,978) | |
Operating lease liabilities | (21,115) | (696) |
Net cash provided by (used in) operating activities | (198,928) | 20,056 |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from (Repayment to) related party | 211,570 | (10,205) |
Net cash provided by (used in) financing activities | 211,570 | (10,205) |
Effect of exchange rate changes on cash and cash equivalents | (31) | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 12,611 | 9,851 |
CASH AND CASH EQUIVALENTS, beginning of period | 143,860 | 109,187 |
CASH AND CASH EQUIVALENTS, end of period | 156,471 | 119,038 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Income taxes paid | $ 221,204 | |
Non-cash financing and investing activities: | ||
Recognized ROU assets through lease liabilities | $ 148,941 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Kuber Resources Corporation formerly known as Uonlive Corporation (“KUBR” or the “Company”) was incorporated under the laws of the State of Nevada on January 29, 1998 as Weston International Development Corporation. On July 28, 1998, its name was changed to Txon International Development Corporation. On September 15, 2000, the Company changed its name to China World Trade Corporation. On July 2, 2008, the Company further changed its name to Uonlive Corporation. The Company ceased its former operations in early 2015. The Company has fully impaired all assets since the shutdown of its operations in 2015 and has recorded the effects of this impairment as part of its discontinued operations. On June 15, 2018, the eight judicial District Court of Nevada appointed Small Cap Compliance, LLC as custodian for Uonlive Corporations., proper notice having been given to the officers and directors of Uonlive Corporation and there was no opposition. On September 10, 2019, the Company filed a certificate of revival with the state of Nevada, appointing Raymond Fu as, President, Secretary, Treasurer and Director. On March 2, 2020, the Company entered into a Definitive Share Agreement whereby Raymond Fu, the sole shareholder of Asia Image Investment Limited (“Asia Image”), relinquished all his shares in Asia Image and acquired 100,000 shares of the Company. Consequently, Asia Image became a wholly-owned subsidiary of the Company. Since the major shareholder of the Company retained control of both the Company and Asia Image, the share exchange was accounted for as a reverse merger. As such, the Company recognized the assets and liabilities of Asia Image, acquired in the Reorganization, at their historical carrying amounts. On November 7, 2022, the Company acquired all shares of Kuber Resources (Hong Kong) Limited ("Kuber HK") from GRL21 Nominee Limited for one Hong Kong dollar (HKD1.00). Consequently, Kuber HK became a wholly-owned subsidiary of the Company. Kuber HK, formerly known as Star Wise Limited, was established in Hong Kong on October 21, 2022. It officially changed its name to Kuber Resources (Hong Kong) Limited on November 1, 2022, which has not commenced any operations since its inception. The acquisition of Kuber HK aims to diversify the Company's business portfolio beyond its current focus on international commodities trading conducted by Asia Image Limited. On December 8, 2022, the Company filed Articles of Amendment (the “ Articles of Amendment Name Change In connection with the Name Change, the Company’s has changed its ticker symbol from “UOLI” to the new ticker symbol “KUBR” (the “Symbol Change”). There is no change in the CUSIP number of the Company’s common stock in connection with the Name Change and Symbol Change. The Financial Industry Regulatory Authority (“ FINRA ”) the effectiveness of the trading under the new name and ticker symbol on Monday, December 12, 2022. The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s common stock will continue to be quoted on OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid and need not be exchanged. Any certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent. On September 18, 2023, the Company acquired all shares of Grayscale Investment (Asia) Limited ("Grayscale HK") from unrelated parties for two Hong Kong dollars (HKD 2.00) per share, along with its subsidiary. Consequently, Grayscale HK became a fully-owned subsidiary of the Company. Grayscale HK was established in Hong Kong on September 31, 2021, which has not commenced any operations since its inception. Grayscale Investment (ShenZhen) Limited ("Grayscale WOFE") was established on November 1, 2021, as a wholly foreign-owned entity in the People’s Republic of China ("PRC"). Grayscale WOFE is wholly owned by Grayscale HK. The aforementioned transaction has been accounted for in accordance with the provisions of ASC 805, Business Combinations, and the related fair value adjustments have been recorded as of the acquisition date. The Company did not record any goodwill or intangible assets related to the transaction, as the acquisition consideration equaled the fair value of the identifiable net assets acquired. On October 17, 2023, the Company through its wholly owned subsidiary, incorporated Kuber Resources (Guangdong) Co., Ltd. (“Kuber Guangdong") as a wholly owned subsidiary of Graysacle WOFE in Guangdong, PRC. Kuber Guangdong ’s scope of business includes manufacturing, sales and distribution of wood panels, as well as providing formaldehyde treatment services. KUBR and its subsidiaries Asia Image, Kuber HK, Grayscale HK, Grayscale WOFE, Kuber Guangdong shall be collectively referred throughout as the “Company”. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company has elected a fiscal year end of December 31. Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation. Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2023. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates. Functional and presentation currency The functional currency of the Company is the currency of the primary economic environment in which the Company operates. The currency in which companies in China operate is the Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities. Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period. For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets. Exchange rate used for the translation as follows: Exchange rate used for the translation US$ to RMB Period End Average March 31, 2024 7.2265 7.1511 December 31, 2023 7.10700 N/A March 31, 2023 6.8689 6.8423 US$ to HKD Period End Average March 31, 2024 7.8255 7.8202 December 31, 2023 7.81005 N/A March 31, 2023 7.85 7.8392 Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Accounts Receivables Accounts receivables are recorded at the net value less estimates for expected credit losses. Management regularly reviews outstanding accounts and provides an allowance for doubtful accounts. When collection of the original invoice amounts is no longer probable, the Company will either partially or fully write-off the balance against the allowance for doubtful accounts. Property and Equipment & Depreciation Property and equipment are stated at historical cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Property and equipment are depreciated on a straight-line basis over the following periods: Schedule of property and equipment useful life Leasehold improvements 2 Office furniture and equipment 3 Intangible Assets & Amortization Intangible assets are stated at historical cost net of accumulated amortization. Intangible assets are depreciated on a straight-line basis over the following periods: Schedule of intangible assets Intellectual Property License 5 Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $ 13,804 Contract Liability The Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance payment for orders of goods placed by the customers. Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Revenue Recognition The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, which includes the following steps: ● Identify the contract(s), and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. The Company considers contract modification as a change in the scope or price (or both) of a contract that is approved by the parties. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties to the contract. The Company assumes a contract modification when approved in writing, by oral agreement, or implied by the customary business practice of the customer. If the parties to the contract have not approved a contract modification, the Company continues to apply the guidance to the existing contract until the contract modification is approved. The Company recognizes contract modification in various forms – including but not limited to partial termination, an extension of the contract term with a corresponding increase in price, adding new goods and/or services to the contract, with or without a corresponding change in price, and reducing the contract price without a change in goods or services promised. Sales of goods The Company manufactures wood panels which it sells to customers. Revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers. Formaldehyde treatment services The Company provides formaldehyde removal services Revenue recognition occurs when (or as) the Company satisfies its performance obligations by providing the formaldehyde removal services to the customer and collectability can be reasonably assured. This typically occurs when the services are completed and the customer is able to use and benefit from them. If the contract includes multiple performance obligations, the transaction price should be allocated to each obligation based on its relative standalone selling price. Advertising Costs All costs related to advertising are expensed in the period incurred. Advertising costs charged to operations were $nil and $nil, for the three months ended March 31, 2024 and 2023 Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in each year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated statements of operations. Management of the Company does not expect the total amount of unrecognized tax benefits to change in the next twelve months significantly. Earnings Per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. There are 150,520,000 Contingencies Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Fair Value Measurements Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. - Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The Company’s financial instruments consisted of cash, accounts payable, contract liabilities and loan from a shareholder. The estimated fair value of those balances approximates the carrying amount due to the short maturity of these instruments. Segment Reporting ASC 280, Segment Reporting, establishes standards for companies to report in the financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results including revenue, gross profit and operating profit at a consolidated level only. The Company does not distinguish between markets for the purpose of making decisions about resources allocation and performance assessment. Therefore, the Company has only one operating segment and one reportable segment. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The guidance will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3- Going Concern The Company has an accumulated deficit of $ 1,600,001 2,709,553 |
Accounts receivables, net
Accounts receivables, net | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
Accounts receivables, net | Note 4 – Accounts receivables, net Accounts receivables, net is comprised of the following: Schedule of accounts receivables, net March 31, 2024 December 31, Accounts receivables 2,371,148 1,102,097 Allowance for doubtful accounts - - Total, net 2,371,148 1,102,097 Bad debt expense (recoveries) was $nil and $nil for the three months ended March 31, 2024 and 2023, respectively. |
Property and equipment, net
Property and equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Note 5 - Property and equipment, net Property and equipment, net comprised of the following: Schedule of property and equipment, net March 31, 2024 December 31, At Cost: Equipment 1,288 1,288 Leasehold Improvement 13,804 13,803 Furniture and fixtures 1,100 1,100 16,192 16,192 Less: Accumulated depreciation (16,192 ) (2,285 ) Total, net - 13,907 Depreciation expenses was $ 2,608 0 . Impairment loss was $ 13,804 0 |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 6 – Intangible assets, net Intangible asset, net comprised of the following: Intangible assets, net March 31, 2024 December 31, At Cost: Intellectual Property License 2,036,742 2,159,842 2,036,742 2,159,842 Less: Accumulated amortization (194,712 ) (89,993 ) Total, net 1,929,415 2,069,849 Amortization expenses was $ 107,327 106 no The intellectual property license comprises of a five-year non-exclusive license to utilize certain intellectual property pertaining to wood panel manufacturing within China. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 7 – Related party transactions Related parties receivables comprised of the following: Related parties receivables March 31, 2024 December 31, Shenzhen Junfeng Wood Chain Network Technology Co., Ltd. 1,053,763 1,110,135 Total 1,053,763 1,110,135 Amounts receivable from Shenzhen Junfeng Wood Chain Network Technology Co., Ltd., where Mr. Li JiYong serves as the legal representative, comprise of loans receivables. The balances above are unsecured, non-interest bearing and it is repayable on demand. Related parties payables comprised of the following: Related parties payables March 31, 2024 December 31, Mr. Li JiYong 42 42 Uonlive (HK) Ltd 10,829 10,828 Mr. Raymond Fu 380,132 178,784 Jinyang (HK) Assets Mgt. Ltd 54,143 54,143 Mr. Wang QingJian 27,409 17,588 Total 972,555 261,385 Amounts payable to Mr. Li JiYong, the legal Representative of the Company, comprise of advances made to the Company for working capital purposes. Amounts payable to Uonlive (HK) Ltd., with Mr. Raymond Fu as an indirect beneficial owner, comprise of advances made to the Company for working capital purposes. Amounts payable to Mr. Raymond Fu, CEO, d Amounts payable to Jinyang (HK) Assets Management Ltd., with Mr. Raymond Fu as the beneficial owner, comprise of advances made to the Company for working capital purposes. Amounts payable to Mr. Wang QingJian, COO of the Company, comprise of amounts payable for formaldehyde removal services. The balances above are unsecured, non-interest bearing and it is repayable on demand. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | Note 8 – Equity Series A Convertible Preferred Stock The Company has designated and is authorized to issue 2,000,000 0.001 As of March 31, 2024 and December 31, 2023, the Company has 520,000 Series B Convertible Preferred Stock The Company has designated and is authorized to issued 1,000,000 0.001 Each share of Series B convertible Preferred Stock shall have a par value of $0.001 per share. The Series B Preferred Stock shall vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on a 1,000 for one basis. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not be subject to adjustment unless specifically authorized. Each share of Series B Convertible Preferred Stock shall be convertible into 1,000 In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series B Preferred Stock (each, the “the Original Issue Price”) for each share of Series B Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series B Preferred Stock, the Original issue price shall be $ 0.001 The Series B Preferred Stock shares are nonredeemable other than upon the mutual agreement of the Company and the holder of shares to be redeemed, and even in such case only to the extent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation and applicable law. Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price of the Series B Preferred Stock by the Series B Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. As of March 31, 2024 and December 31, 2023, the Company has 150,000 shares of Series B Convertible preferred shares issued and outstanding, respectively. Preferred Stock The Company has authorized 10,000,000 0.001 As of March 31, 2024 and December 31, 2023, the Company has 500,000 Common stock The Company is authorized to issue 1,000,000,000 shares are Common Stock, $0.001 par value. On February 22, 2023, the Company issued 3,510 5.20 18,252 On March 30, 2023, the Company issued 2,250 5.30 11,925 As of March 31, 2024 and December 31, 2023, the Company has 132,612,342 132,612,342 Additional paid-in capital On October 16, 2023, the Company entered into a five-year non-exclusive license agreement with Shenzhen Junfeng Wood Chain Net Technology ("the Licensor") granting the Company the right to utilize specific intellectual property ("IP") related to wood panel manufacturing within China. The IP is owned by Mr. Li JiYong, who is also a director of the Company; and the Licensor, Shenzhen Junfeng Wood Chain Net Technology is owned by Mr Li. The fair value of the intellectual property has been determined to be RMB 15.35 million. This valuation was derived from revenues associated with wood panel manufacturing activities, utilizing key assumptions such as the non-renewal of the current licensing agreement and the application of the average net margin of the Building Products sector in a discounted cash flow (DCF) valuation model, as well as the revenue figures provided by management for Kuber Resources (Guangdong) Co. Ltd. The Company recognized a total of $2,170,638 as a capital contribution for the intellectual property. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 9 – Income taxes The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to 100% of the deferred tax asset has also been recorded resulting in no net deferred tax asset. United States Net operation losses (“NOLs”) can carry forward indefinitely up to offset 80% of taxable income after CARES Act effect on December 31, 2017. The cumulative tax is calculated by multiplying a 21% 175,858 171,603 Hong Kong Companies incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax. PRC Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose a unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. NOLs can typically carried forward for a certain number of years (usually five years) to offset against future taxable income. The following table summarizes the taxable income (loss) before income taxes by jurisdiction: Schedule of income (loss) before income taxes Three Months Ended 2024 2023 United States $ (20,260 ) $ (9,397 ) Hong Kong (34,119 ) China 886,888 Total taxable income (loss) $ 832,510 $ (9,397 ) As of December 31, 2022, the Company maintained a valuation allowance against certain deferred tax assets to reduce the total to an amount management believed was appropriate. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. The following table summarizes a reconciliation of income tax rates for operations, calculated at the statutory tax rate to total income tax expense (benefit): Schedule of reconciliation of income tax expense Three Months Ended 2024 2023 Income (Loss) before income tax expenses $ 832,510 $ (9,397 ) Income tax expenses (benefits) computed at statutory tax rates 214,653 - Foreign tax rate differential - - Effect of deductible research and development expenses - - Effect of temporary differences 131 - Effect of change in valuation allowance 7,069 Income tax expenses (benefits) $ 221,853 $ - |
Concentrations, Risks, and Unce
Concentrations, Risks, and Uncertainties | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentrations, Risks, and Uncertainties | Note 10 – Concentrations, Risks, and Uncertainties a) Credit risk Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured. Cash deposits with banks of which at times may exceed federally insured limits. Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk. b) Concentration The Company has a concentration risk related to suppliers and customers. The inability of the company to maintain existing relationships with suppliers or to establish new relationships with customers in the future may have a negative impact on the company’s ability to obtain goods sold to customers in a price advantageous and timely manner. If the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which may have a material adverse impact on revenue. For the March 31, 2024, one customer accounted for 10% As of March 31, 2024, two customers accounted for 100% For the March 31, 2024, one supplier accounted for 10% As of March 31, 2024, one supplier accounted for 100% c) Unissued VAT invoices The products that are sold by the Company in PRC are subject to value-added tax (“VAT“) at a rate of 6% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by VAT paid on purchase of raw materials included in the cost of producing the finished goods sold. During the quarter ended March 31, 2024, due to the rules imposed by local authorities on newly established companies, which limited the issuance of VAT invoices per month. Consequently, the Company was not able to issue VAT invoices for all its sales. During the quarter ended March 31, 2024, the Company had issued a total of $84,497 in VAT invoices for its sales, leaving $ 3,242,738 The local authority may require the Company to rectify the issue above by demanding payments and submitting the relevant filings within a specified time period. If the Company fails to do so within the specified time period, the local authority may impose a monetary fine on it and may also apply to the local people’s court for enforcement. If the Company receives any notice from the local authority, the Company will be required respond to the notice and pay all amounts due to the government, including any administrative penalties that may be imposed, which would require the Company to divert its financial resources which may impact its resources, if any, to make such payments. Additionally, any administrative costs in excess of the payments, if material, may impact the Company's operating results. As of today, the Company has not received any notice from the local housing authority or any claim from our current and former employees. d) Restriction on cash disbursement on bank account As a newly established business, the Company experienced restrictions imposed by the bank on new bank accounts by limiting its deposits and disbursements. In order to avoid disruption to the business operations, the Company has engaged a related party, Shenzhen Junfeng Wood Chain Network Technology Co., Ltd., to collect sales revenues on behalf of the Company. These funds are then deposited or transferred to the Company's bank account on a regular basis, ensuring the continued liquidity necessary for operational activities. As of March 31, 2024, the Company had an outstanding receivable of $ 1,053,763 Management continuously evaluates the impact of these restrictions on the Company's cash management and operational efficiency. Despite the challenges posed by the restriction on cash disbursement, the Company remains committed to ensuring the uninterrupted conduct of its business activities. It is important to note that the amounts receivable from the related party are subject to periodic reconciliation and may fluctuate over time based on sales activities and remittance schedules. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 11 - Leases Operating Lease The Company has three operating leases for its office space and manufacturing equipment and facility. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term which is approximately 4.35% 5.63% Operating lease expenses were $ 21,324 The components of lease expense and supplemental cash flow information related to leases for the period are as follows : Schedule of lease cost Three Months Ended 2024 2023 Lease cost Operating lease cost $ 21,324 $ - Other Information Cash paid for amounts included in the measurement of lease liabilities $ 20,119 $ - Weighted average remaining lease term – operating leases (in years) 1.83 - Average discount rate – operating lease 4.99 % - % The supplemental balance sheet information related to leases is as follows: Schedule of supplemental balance sheet information related to leases March 31, December 31, 2023 Operating leases Right-of-use assets, net $ 131,074 $ 154,316 Operating lease liabilities $ 137,219 $ 159,744 The undiscounted future minimum lease payment schedule as follows: Schedule of future minimum lease payment For the year ending December 31, 2024 (nine months remaining) 70,571 2025 437,312 2026 30,596 Thereafter - Total undiscounted lease payments 538,479 Less: interest (6,353 ) Total lease liabilities 532,126 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 12 – Subsequent Event In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements were available to be issued, there were no material subsequent events. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company has elected a fiscal year end of December 31. |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2023. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates. |
Functional and presentation currency | Functional and presentation currency The functional currency of the Company is the currency of the primary economic environment in which the Company operates. The currency in which companies in China operate is the Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities. Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period. For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets. Exchange rate used for the translation as follows: Exchange rate used for the translation US$ to RMB Period End Average March 31, 2024 7.2265 7.1511 December 31, 2023 7.10700 N/A March 31, 2023 6.8689 6.8423 US$ to HKD Period End Average March 31, 2024 7.8255 7.8202 December 31, 2023 7.81005 N/A March 31, 2023 7.85 7.8392 |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Accounts Receivables | Accounts Receivables Accounts receivables are recorded at the net value less estimates for expected credit losses. Management regularly reviews outstanding accounts and provides an allowance for doubtful accounts. When collection of the original invoice amounts is no longer probable, the Company will either partially or fully write-off the balance against the allowance for doubtful accounts. |
Property and Equipment & Depreciation | Property and Equipment & Depreciation Property and equipment are stated at historical cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Property and equipment are depreciated on a straight-line basis over the following periods: Schedule of property and equipment useful life Leasehold improvements 2 Office furniture and equipment 3 |
Intangible Assets & Amortization | Intangible Assets & Amortization Intangible assets are stated at historical cost net of accumulated amortization. Intangible assets are depreciated on a straight-line basis over the following periods: Schedule of intangible assets Intellectual Property License 5 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $ 13,804 |
Contract Liability | Contract Liability The Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance payment for orders of goods placed by the customers. |
Employee Stock-Based Compensation | Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, which includes the following steps: ● Identify the contract(s), and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. The Company considers contract modification as a change in the scope or price (or both) of a contract that is approved by the parties. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties to the contract. The Company assumes a contract modification when approved in writing, by oral agreement, or implied by the customary business practice of the customer. If the parties to the contract have not approved a contract modification, the Company continues to apply the guidance to the existing contract until the contract modification is approved. The Company recognizes contract modification in various forms – including but not limited to partial termination, an extension of the contract term with a corresponding increase in price, adding new goods and/or services to the contract, with or without a corresponding change in price, and reducing the contract price without a change in goods or services promised. Sales of goods The Company manufactures wood panels which it sells to customers. Revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers. Formaldehyde treatment services The Company provides formaldehyde removal services Revenue recognition occurs when (or as) the Company satisfies its performance obligations by providing the formaldehyde removal services to the customer and collectability can be reasonably assured. This typically occurs when the services are completed and the customer is able to use and benefit from them. If the contract includes multiple performance obligations, the transaction price should be allocated to each obligation based on its relative standalone selling price. |
Advertising Costs | Advertising Costs All costs related to advertising are expensed in the period incurred. Advertising costs charged to operations were $nil and $nil, for the three months ended March 31, 2024 and 2023 |
Provision for Income Taxes | Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in each year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated statements of operations. Management of the Company does not expect the total amount of unrecognized tax benefits to change in the next twelve months significantly. |
Earnings Per Share | Earnings Per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. There are 150,520,000 |
Contingencies | Contingencies Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. |
Fair Value Measurements | Fair Value Measurements Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. - Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The Company’s financial instruments consisted of cash, accounts payable, contract liabilities and loan from a shareholder. The estimated fair value of those balances approximates the carrying amount due to the short maturity of these instruments. |
Segment Reporting | Segment Reporting ASC 280, Segment Reporting, establishes standards for companies to report in the financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results including revenue, gross profit and operating profit at a consolidated level only. The Company does not distinguish between markets for the purpose of making decisions about resources allocation and performance assessment. Therefore, the Company has only one operating segment and one reportable segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The guidance will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Exchange rate used for the translation | Exchange rate used for the translation US$ to RMB Period End Average March 31, 2024 7.2265 7.1511 December 31, 2023 7.10700 N/A March 31, 2023 6.8689 6.8423 US$ to HKD Period End Average March 31, 2024 7.8255 7.8202 December 31, 2023 7.81005 N/A March 31, 2023 7.85 7.8392 |
Schedule of property and equipment useful life | Schedule of property and equipment useful life Leasehold improvements 2 Office furniture and equipment 3 |
Schedule of intangible assets | Schedule of intangible assets Intellectual Property License 5 |
Accounts receivables, net (Tabl
Accounts receivables, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
Schedule of accounts receivables, net | Schedule of accounts receivables, net March 31, 2024 December 31, Accounts receivables 2,371,148 1,102,097 Allowance for doubtful accounts - - Total, net 2,371,148 1,102,097 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Schedule of property and equipment, net March 31, 2024 December 31, At Cost: Equipment 1,288 1,288 Leasehold Improvement 13,804 13,803 Furniture and fixtures 1,100 1,100 16,192 16,192 Less: Accumulated depreciation (16,192 ) (2,285 ) Total, net - 13,907 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Intangible assets, net March 31, 2024 December 31, At Cost: Intellectual Property License 2,036,742 2,159,842 2,036,742 2,159,842 Less: Accumulated amortization (194,712 ) (89,993 ) Total, net 1,929,415 2,069,849 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related parties receivables | Related parties receivables March 31, 2024 December 31, Shenzhen Junfeng Wood Chain Network Technology Co., Ltd. 1,053,763 1,110,135 Total 1,053,763 1,110,135 |
Related parties payables | Related parties payables March 31, 2024 December 31, Mr. Li JiYong 42 42 Uonlive (HK) Ltd 10,829 10,828 Mr. Raymond Fu 380,132 178,784 Jinyang (HK) Assets Mgt. Ltd 54,143 54,143 Mr. Wang QingJian 27,409 17,588 Total 972,555 261,385 |
Income taxes (Tables)
Income taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | Schedule of income (loss) before income taxes Three Months Ended 2024 2023 United States $ (20,260 ) $ (9,397 ) Hong Kong (34,119 ) China 886,888 Total taxable income (loss) $ 832,510 $ (9,397 ) |
Schedule of reconciliation of income tax expense | Schedule of reconciliation of income tax expense Three Months Ended 2024 2023 Income (Loss) before income tax expenses $ 832,510 $ (9,397 ) Income tax expenses (benefits) computed at statutory tax rates 214,653 - Foreign tax rate differential - - Effect of deductible research and development expenses - - Effect of temporary differences 131 - Effect of change in valuation allowance 7,069 Income tax expenses (benefits) $ 221,853 $ - |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of lease cost | Schedule of lease cost Three Months Ended 2024 2023 Lease cost Operating lease cost $ 21,324 $ - Other Information Cash paid for amounts included in the measurement of lease liabilities $ 20,119 $ - Weighted average remaining lease term – operating leases (in years) 1.83 - Average discount rate – operating lease 4.99 % - % |
Schedule of supplemental balance sheet information related to leases | Schedule of supplemental balance sheet information related to leases March 31, December 31, 2023 Operating leases Right-of-use assets, net $ 131,074 $ 154,316 Operating lease liabilities $ 137,219 $ 159,744 |
Schedule of future minimum lease payment | Schedule of future minimum lease payment For the year ending December 31, 2024 (nine months remaining) 70,571 2025 437,312 2026 30,596 Thereafter - Total undiscounted lease payments 538,479 Less: interest (6,353 ) Total lease liabilities 532,126 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Period End [Member] | China, Yuan Renminbi | |||
Intercompany Foreign Currency Balance [Line Items] | |||
Exchange rate | 7.2265 | 7.10700 | 6.8689 |
Period End [Member] | Hong Kong, Dollars | |||
Intercompany Foreign Currency Balance [Line Items] | |||
Exchange rate | 7.8255 | 7.81005 | 7.85 |
Average [Member] | China, Yuan Renminbi | |||
Intercompany Foreign Currency Balance [Line Items] | |||
Exchange rate | 7.1511 | 6.8423 | |
Average [Member] | Hong Kong, Dollars | |||
Intercompany Foreign Currency Balance [Line Items] | |||
Exchange rate | 7.8202 | 7.8392 |
Summary of significant accoun_5
Summary of significant accounting policies (Details 1) | Mar. 31, 2024 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment estimated useful life | 2 years |
Office Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment estimated useful life | 3 years |
Summary of significant accoun_6
Summary of significant accounting policies (Details 2) | Mar. 31, 2024 |
Accounting Policies [Abstract] | |
Intangible Assets useful life | 5 years |
Summary of significant accoun_7
Summary of significant accounting policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Accounting Policies [Abstract] | |
Impairment loss on property and equipment | $ | $ 13,804 |
Antidilutive securities shares | shares | 150,520,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | Mar. 31, 2024 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Deficit | $ 1,600,001 |
Working capital deficit | $ 2,709,553 |
Accounts receivables, net (Deta
Accounts receivables, net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Credit Loss [Abstract] | ||
Accounts receivables | $ 2,371,148 | $ 1,102,097 |
Allowance for doubtful accounts | ||
Total, net | $ 2,371,148 | $ 1,102,097 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,192 | $ 16,192 |
Less: Accumulated depreciation | (16,192) | (2,285) |
Total, net | 13,907 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,288 | 1,288 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,804 | 13,803 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,100 | $ 1,100 |
Property and equipment, net (_2
Property and equipment, net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 2,608 | $ 0 |
Impairment loss | $ 13,804 | $ 0 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,036,742 | $ 2,159,842 |
Less: Accumulated amortization | (194,712) | (89,993) |
Total, net | 1,929,415 | 2,069,849 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,036,742 | $ 2,159,842 |
Intangible assets, net (Detai_2
Intangible assets, net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expenses | $ 107,327 | $ 106 |
Impairment loss | $ 0 | $ 0 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Related parties receivables | $ 1,053,763 | $ 1,110,135 |
Shenzhen Junfeng Wood Chain Network Technology Co Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties receivables | $ 1,053,763 | $ 1,110,135 |
Related party transactions (D_2
Related party transactions (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Related parties payables | $ 972,555 | $ 261,385 |
Mr. Li Ji Yong [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties payables | 42 | 42 |
Uonlive H K Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties payables | 10,829 | 10,828 |
Mr. Raymond Fu [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties payables | 380,132 | 178,784 |
Jinyang H K Assets Mgt Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties payables | 54,143 | 54,143 |
Mr Wang Qing Jian [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties payables | $ 27,409 | $ 17,588 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 30, 2023 | Feb. 22, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 500,000 | 500,000 | ||
Preferred stock, shares outstanding | 500,000 | 500,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Common stock, shares issued | 132,612,342 | 132,612,342 | ||
Common stock, shares outstanding | 132,612,342 | 132,612,342 | ||
Common Stock [Member] | Consulting Services [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares for acquired | 2,250 | 3,510 | ||
Common stock, par value (in dollars per share) | $ 5.30 | $ 5.20 | ||
Repayments of Related Party Debt | $ 11,925 | $ 18,252 | ||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 520,000 | 520,000 | ||
Preferred stock, shares outstanding | 520,000 | 520,000 | ||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 150,000 | 150,000 | ||
Preferred stock, shares outstanding | 150,000 | 150,000 | ||
Preferred stock, voting rights | The Series B Preferred Stock shall vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on a 1,000 for one basis. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not be subject to adjustment unless specifically authorized. | |||
Original issue price | $ 0.001 | |||
Convertible Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, convertible, conversion ratio | 1,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total taxable income (loss) | $ 832,510 | $ (9,397) |
UNITED STATES | ||
Total taxable income (loss) | (20,260) | $ (9,397) |
HONG KONG | ||
Total taxable income (loss) | (34,119) | |
CHINA | ||
Total taxable income (loss) | $ 886,888 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income (Loss) before income tax expenses | $ 832,510 | $ (9,397) |
Income tax expenses (benefits) computed at statutory tax rates | 214,653 | |
Foreign tax rate differential | ||
Effect of deductible research and development expenses | ||
Effect of temporary differences | 131 | |
Effect of change in valuation allowance | 7,069 | |
Income tax expenses (benefits) | $ 221,853 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Estimated tax rate | 21% | |
Deferred tax assets | $ 175,858 | $ 171,603 |
Concentrations, Risks, and Un_2
Concentrations, Risks, and Uncertainties (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Concentration Risk [Line Items] | |
Sales issued | $ 3,242,738 |
Receivable from related party | $ 1,053,763 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |
Concentration Risk [Line Items] | |
Concentration percentage | 10% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |
Concentration Risk [Line Items] | |
Concentration percentage | 100% |
Purchases [Member] | Customer Concentration Risk [Member] | One Supplier [Member] | |
Concentration Risk [Line Items] | |
Concentration percentage | 10% |
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Supplier [Member] | |
Concentration Risk [Line Items] | |
Concentration percentage | 100% |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease cost | ||
Operating lease cost | $ 21,324 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 20,119 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 9 months 29 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.99% |
Leases (Details 1)
Leases (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Operating leases | ||
Right-of-use assets, net | $ 131,074 | $ 154,316 |
Operating lease liabilities | $ 137,219 | $ 159,744 |
Leases (Details 2)
Leases (Details 2) | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
2024 (nine months remaining) | $ 70,571 |
2025 | 437,312 |
2026 | 30,596 |
Thereafter | |
Total undiscounted lease payments | 538,479 |
Less: interest | (6,353) |
Total lease liabilities | $ 532,126 |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Operating lease expenses | $ 21,324 |
Minimum [Member] | |
Borrowing rate | 4.35% |
Maximum [Member] | |
Borrowing rate | 5.63% |