Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Planet Green Holdings Corp. | |
Entity Central Index Key | 0001117057 | |
Trading Symbol | PLAG | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 5,497,765 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 1,367,758 | $ 1,062,643 |
Trade receivables, net | 1,044,381 | 6,528,072 |
Inventories | 10,265 | |
Advances and prepayments to suppliers | 7,609,439 | 7,381,785 |
Other receivables and other current assets | 297 | 16,316 |
Related party receivable | 1,944 | 2,208 |
Discontinued operations - current assets held for sale | ||
Total current assets | 10,034,084 | 14,991,024 |
Non-current assets | ||
Plant and equipment, net | 1,330,474 | 1,371,518 |
Construction in progress, net | 864,409 | 846,441 |
Deposits | 1,507 | 1,477 |
Discontinued operations - long term assets held for sale | ||
Total Assets | 12,230,474 | 17,210,460 |
Current liabilities | ||
Accounts payable | 475,147 | 579,228 |
Taxes payable | 60,571 | 155,135 |
Accrued liabilities and other payables | 492,528 | 496,799 |
Customers deposits | 3,499 | |
Related party payable | 90,483 | 78,656 |
Discontinued operations - liabilities | 3,643,696 | 8,607,813 |
Total current liabilities | 4,762,425 | 9,921,130 |
Stockholders' Equity/(Deficiency) | ||
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2019 and December 31,2018, respectively | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized; 5,497,765 shares issued and outstanding as of March 31, 2019 and December 31,2018, respectively | 5,498 | 5,498 |
Additional paid-in capital | 74,739,031 | 74,739,031 |
Statutory reserves | 2,810,953 | 2,810,953 |
Accumulated deficit | (79,031,187) | (79,038,883) |
Accumulated other comprehensive income | 9,984,943 | 9,792,283 |
Non-controlling interests | (1,041,189) | (1,019,552) |
Total Stockholders' Equity/(Deficiency) | 7,468,049 | 7,289,330 |
Total Liabilities and Stockholders’ Equity | $ 12,230,474 | $ 17,210,460 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 5,497,765 | 1,530,980 |
Common stock, shares outstanding | 5,497,765 | 1,530,980 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenues | $ 1,078,245 | $ 1,017,528 |
Cost of revenues | 779,988 | 901,491 |
Gross profit | 298,257 | 116,037 |
Operating expenses: | ||
Selling and marketing expenses | 110 | 21,947 |
General and administrative expenses | 234,569 | 162,387 |
Total operating expenses | 234,679 | 184,334 |
Operating income (loss) | 63,578 | (68,297) |
Other income (expenses): | ||
Interest income | 161 | 486 |
Other income | 730 | |
Other expenses | (3,482) | |
Total Other Income Expense | 161 | (2,266) |
Income (loss) Loss before taxes from continuing operations | 63,739 | (70,563) |
Provision for income taxes | 56,043 | |
Income (loss) from continuing operations | 7,696 | (70,563) |
Discontinued operations: | ||
Income (loss) from discontinued operations | 13,046 | |
Provision for income taxes | ||
Income (loss) from discontinued operations, net of taxes | 13,046 | |
Net income (loss) | 7,696 | (57,517) |
Net (loss) income attributable to: | ||
- Common shareholders | 7,696 | (60,100) |
- Non-controlling interests | 2,583 | |
Other comprehensive income: | ||
Foreign currency translation gain (loss) | 192,662 | (446,052) |
Comprehensive income (loss) | $ 200,358 | $ (503,569) |
Loss per share from continuing operations | ||
- Basic and diluted | $ 0 | $ (0.04) |
Income (loss) per share from discontinued operations | ||
- Basic and diluted | 0 | 0.01 |
Loss per share | ||
- Basic and diluted | $ 0 | $ (0.03) |
Basic and diluted weighted average shares outstanding | 5,497,765 | 1,754,313 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net income/(loss) | $ 7,696 | $ (70,563) |
Adjustments to reconcile net income to net cash sourced (used) in operating activities: | ||
Gain from disposal of investment and subsidiaries | ||
Adjustment to retained earnings as a result of disposal of subsidiaries | ||
Depreciation and amortization expense | 109,528 | 152,379 |
Amortization of intangible assets | 88,204 | |
Decrease in accounts and other receivables | 459,873 | 1,485,391 |
Decrease in related party receivables | 264 | |
Decrease /(increase) in inventories | (10,265) | 517,677 |
Decrease/(increase) in advance to suppliers | (40,950) | |
Decrease/(increase) in prepayment | (227,654) | 308,598 |
Increase/(decrease) in accounts and other payables | 38,271 | (3,739,511) |
Increase/(decrease) in taxes payable | (92,968) | (193,615) |
Increase in customer deposits | 17,666 | |
Net cash provided by (used in) operating activities | 284,745 | (1,474,724) |
Cash flows from investing activities | ||
Purchase of plant and equipment | (2,799) | |
Net cash (used in) provided by investing activities | (2,799) | |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 1,275,000 | |
Repayment of bank borrowings | ||
Net cash provided by financing activities | 1,275,000 | |
Net increase (decrease) in cash and cash equivalents | 284,745 | (202,523) |
Effect of foreign currency translation on cash and cash equivalents | 20,370 | 416,907 |
Cash and cash equivalents–beginning of year | 1,062,643 | 85,493 |
Cash and cash equivalents–end of year | 1,367,758 | 299,877 |
Supplementary cash flow information: | ||
Interest received | 161 | 486 |
Interest paid | ||
Income taxes paid |
Organization and Principal Acti
Organization and Principal Activities | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | 1. Organization and Principal Activities Planet Green Holdings Corp. (the “Company” or “PLAG”) is registered as a corporation in the state of Nevada. The Company conducts its primary business activities through its subsidiaries located in the People’s Republic of China, including its operating subsidiary Taishan Muren Agriculture Co. Ltd. Through its subsidiaries, the Company grow herbs and spices, sell sauces and other products developed from these herbs and spices, and offer a variety of food and beverage products, including packaged sauce, tea and brown rice syrup, to consumers and food service businesses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Method of accounting Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America; the Company maintains its general ledger and journals with the accrual method accounting. Principles of consolidation The accompanying consolidated financial statements include the assets, liabilities, and results of operations of the Company, and its subsidiaries, which are listed below: Place of Attributable equity Registered Name of Company incorporation interest % capital Planet Green Holdings Corporation British Virgin Islands 100 $ 10,000 JianShi Technology Holding Limited Hong Kong 100 1,277 Shanghai Xunyang Internet Technology Co. Ltd. PRC 100 669,919 Beijing Lorain Co., Ltd. PRC VIE 1,540,666 Luotian Lorain Co., Ltd. PRC VIE 3,797,774 Shandong Greenpia Foodstuff Co., Ltd. PRC VIE 2,303,063 Taishan Muren Agriculture Co. Ltd. PRC VIE 1,913,049 Lorain Foodstuff (Shenzhen) Co., Ltd. PRC VIE 500,000 Management has eliminated all significant inter-company balances and transactions in preparing the accompanying consolidated financial statements. Ownership interests of subsidiaries that the Company does not wholly-own are accounted for as non-controlling interests. On May 18, 2018, the Company incorporated Planet Green Holdings Corporation (“Planet Green BVI”), a limited company incorporated in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company, incorporated in Hong Kong on February 21, 2012 and Shanghai Xunyang Internet Technology Co. Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC on August 29, 2012. The formation and acquisition of these companies was to implement the Company’s restructuring plans. On September 28, 2018, the Company was restructured by disposing its equity interest in International Lorain and its subsidiaries to the former Chairman, Mr. Si Chen, and re-acquiring certain equity interest in certain of these subsidiaries,; namely, Shandong Greenpia, Beijing Lorain, and Luotian Lorain, indirectly through Planet Green BVI. Please refer to Form 8-K filed on October 2, 2018. The Company entered into exclusive arrangements with Shandong Greenpia, Luotian Lorain, Taishan Muren, and Shenzhen Lorain and its shareholders that give the Company the ability to substantially influence its daily operations and financial affairs. The Company entered into exclusive arrangements with Beijing Lorain; however, the Company does not have significant influence over Beijing Lorain and Beijing Lorain is accounted for as equity method investment. In December 2018, the Company’s management determined that it would discontinue the operations of Shandong Greenpia and Luotian Lorain. Accordingly, the Company has recorded full impairment related to the value of those assets. In December 2018, the Company was no longer able to exercise significant influence over Beijing Lorain, and management did not believe that the Company would be able recover the value of its investment; accordingly, the Company recognized full impairment of its investment in Beijing Lorain. Consolidation of Variable Interest Entity VIEs are entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. Any VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. Management makes ongoing reassessments of whether the Company is the primary beneficiary. On December 14, 2017, the Company formed Shenzhen Lorain as a limited company under the laws of the PRC. Through Shandong Greenpia, the Company entered into exclusive VIE agreements with Lorain Food (Shenzhen) Co., Ltd. (“Shenzhen Lorain”) and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of Shenzhen Lorain and it consolidates its accounts as a VIE. On September 27, 2018, the agreements were terminated due to the Company’s restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia. As of March 31, 2019, the following entities were de-consolidated from the structure as a result of the sale agreement executed on September 28, 2018: Place of Attributable equity Registered Name of Company incorporation interest % capital International Lorain Holding Inc. Cayman Islands 100.0 $ 46,659,135 Junan Hongrun Foodstuff Co., Ltd. PRC 100.0 44,861,741 Shandong Lorain Co., Ltd. PRC 80.2 12,123,985 Dongguan Lorain Co., Ltd. PRC 100.0 149,939 Discontinued operations In 2017, the Company discontinued the operations in Shandong Lorain Co. Ltd. and Dongguan Lorain Co., Ltd. As a result, the financial results of these two subsidiaries are presented as discontinued operations. In the first quarter of 2018, the Company’s board of directors resolved to discontinue the operations of Junan Hongrun Foodstuff Co. Ltd. As of September 30, 2018, the Company disposed International Lorain Holding Inc. and its subsidiaries: Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., Dongguan Lorain Co., Ltd. as a result of the sale agreement. In the fourth quarter of 2018, the Company’s board of directors resolved to discontinue the operations of Beijing Lorain Co, Ltd., Luotian Lorain Co., Ltd., and Shandong Greenpia Foodstuff Co., Ltd. Use of estimates The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates. Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Investment securities The Company classifies securities it holds for investment purposes into trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. All securities not included in trading securities are classified as available-for-sale. Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in the net income. Unrealized holding gains and losses, net of the related tax effect, on available for sale securities are excluded from net income and are reported as a separate component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged as an expense to the statement of income and comprehensive income and a new cost basis for the security is established. To determine whether impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year end, and forecasted performance of the investee. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method. Dividend and interest income are recognized when earned. Trade receivables Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Inventories Inventories consist of raw materials and finished goods which are stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory. Advances and prepayments to suppliers The Company makes advance payment to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers the applicable amount is reclassified from advances and prepayments to suppliers to inventory. Plant and equipment Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows: Buildings 20-40 years Landscaping, plant and tree 30 years Machinery and equipment 1-10 years Motor vehicles 10 years Office equipment 5 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized. Construction in progress and prepayments for equipment Construction in progress and prepayments for equipment represent direct and indirect acquisition and construction costs for plants, and costs of acquisition and installation of related equipment. Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified in this account. Land use rights Land use rights are carried at cost and amortized on a straight-line basis over a specified period. Amortization is provided using the straight-line method over 40-50 years. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has incurred; accordingly, a charge to the Company’s results of operations will be recognized during the period. Fair value is generally determined using a discounted expected future cash flow analysis. Accounting for the impairment of long-lived assets The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate the adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows. If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed are reported at the lower of the carrying amount or fair value less costs to sell. Statutory reserves Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. Foreign currency translation The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are the Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 3/31/2019 12/31/2018 3/31/2018 Period/year end RMB: US$ exchange rate 6.7335 6.8764 6.2881 Period/annual average RMB: US$ exchange rate 6.7087 6.5137 6.3171 The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions. Revenue recognition The Company recognizes revenue when persuasive evidence of arrangement exists, the price has been fixed or is determinable, the delivery has been completed and no other significant obligations of the Company exists, and collectability of payment is reasonably assured. Payments received prior to all of the foregoing criteria are recorded as customer deposits. Recorded revenue is derived from the value of goods invoiced less value-added tax (VAT). Advertising All advertising costs are expensed as incurred. Shipping and handling All outbound shipping and handling costs are expensed as incurred. Research and development All research and development costs are expensed as incurred. Retirement benefits Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead. Income taxes The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. Comprehensive income The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Financial instruments The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 - inputs to the valuation methodology used quoted prices 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 asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Unaudited interim financial information These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The consolidated balance sheets and certain comparative information as of December 31, 2018 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2018 (“2018 Annual Financial Statements”), included in the Company’s 2018 Annual Report on Form 10-K. These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2018 Annual Financial Statements. Recent accounting pronouncements In January 2017, the FASB issued guidance which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in Step 1. The Company is currently evaluating the impact on the financial statements of this guidance. In January 2017, the FASB amended the existing accounting standards for business combinations. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company is evaluated the timing and the impact of the aforesaid guidance on the financial statements. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2019 | |
Restricted Cash [Abstract] | |
Restricted Cash | 3. Restricted Cash Restricted cash represents interest bearing deposits placed with banks to secure banking facilities in the form of loans and notes payable. The funds are restricted from immediate use and are designated for settlement of loans or notes when they become due. |
Trade Receivables
Trade Receivables | 3 Months Ended |
Mar. 31, 2019 | |
Trade Receivables [Abstract] | |
Trade Receivables | 4. Trade Receivables The Company extends credit terms of 15 to 60 days to the majority of its domestic customers, which include third-party distributors, supermarkets and wholesalers. 3/31/2019 12/31/2018 Trade accounts receivable $ 1,044,381 $ 6,528,072 Less: - - $ 1,044,381 $ 6,528,072 Allowance for doubtful accounts: Beginning balance $ - $ (804,937 ) Reclassified to discontinued operations - 804,937 Additions to allowance - - Bad debt written-off - - Ending balance $ - $ - |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following as of March 31, 2019 and December 31, 2018 3/31/2019 12/31/2018 Raw material $ - $ - Work in progress - - Finished goods 10,265 - $ 10,265 $ - |
Plant and Equipment
Plant and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Plant and Equipment | 6. Plant and Equipment Property, plant, and equipment consisted of the following as of March 31, 2019 and December 31, 2018: 3/31/2019 12/31/2018 At Cost: Buildings $ 1,140,645 $ 1,116,940 Machinery and equipment 31,732 31,066 Biological assets 2,122,125 2,078,012 $ 3,294,502 $ 3,226,018 Less: (1,964,028 ) (1,854,500 ) $ 1,330,474 $ 1,371,518 Depreciation expense for the three months ended March 31, 2019 and 2018 was $109,528 and $152,379 respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7 Income Taxes All of the Company’s continuing operations are located in the PRC. The corporate income tax rate in the PRC is 25%. The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the three months ended March 31, 2019 and 2018: 3/31/2019 3/31/2018 Income/(loss) attributed to PRC continuing operations $ 63,739 $ (70,563 ) Income/(loss) attributed to U.S. operations Income/(loss) before tax $ 63,739 $ (70,563 ) PRC Statutory Tax at 25% Rate 56,043 - Effect of tax exemption granted Income tax $ 56,043 $ - Per Share Effect of Tax Exemption 3/31/2019 3/31/2018 Effect of tax exemption granted $ - $ - Weighted-Average Shares Outstanding Basic 5,497,765 1,754,313 Per share effect $ - $ - The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the Three months ended March 31, 2019 and 2018: 3/31/2019 3/31/2018 U.S. federal statutory income tax rate 21 % 21 % Higher (lower) rates in PRC, net 4 % 4 % Expenses not deductible to taxable income 62.9 % -25 % The Company’s effective tax rate 87.9 % 0 % |
Earnings_(Loss) Per Share
Earnings/(Loss) Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Loss per share | |
Earnings/(Loss) Per Share | 8. Earnings/(Loss) Per Share Components of basic and diluted earnings per share were as follows: For the three months ended March 31, 2019 2018 Basic and diluted (loss) earnings per share numerator: Income/(loss) from continuing operations (attributable) available to common stockholders $ 7,696 (70,563 ) (Loss) income from discontinued operations (attributable) available to common stockholders - 13,046 (Loss) income (attributable) available to common stockholders 7,696 (60,100 ) Basic and diluted (loss) earnings per share denominator: Original Shares: 5,497,765 1,530,980 Additions from Actual Events -Issuance of Common Stock - 233,333 Basic Weighted Average Shares Outstanding 5,497,765 1,754,313 Income/(loss) per share from continuing operations - Basic and diluted 0.00 (0.04 ) Income/(loss) per share from discontinued operations - Basic and diluted - 0.01 Income/(loss) per share - Basic and diluted 0.00 (0.03 ) Weighted Average Shares Outstanding - Basic and diluted 5,497,765 1,754,313 |
Lease Commitments
Lease Commitments | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Commitments | 9. Lease Commitments For the year ended December 31, 2016, Taishan Muren Agriculture Co., Ltd. entered into four operating lease agreements leasing two plots of land where biological assets are grown, two offices, and farming facilities. For the year ended December 31, 2017, Taishan Muren Agriculture Co. Ltd. entered into three operating lease agreements leasing three additional plots of land where biological assets are grown. For the year ended December 31, 2018 The leases entered and expires as follows: Lease Date Commenced Date of expiration Lease #1 March 1, 2016 February 28, 2031 Lease #2 March 1, 2016 February 28, 2031 Lease #3 March 1, 2016 February 28, 2031 Lease #4 November 1, 2016 November 1, 2019 Lease #5 January 1, 2017 February 28, 2031 Lease #6 January 1, 2017 February 28, 2031 Lease #7 January 1, 2018 February 28, 2031 The minimum future lease payments for these properties at March 31, 2019 are as follows: Period Lease Payable Year 1 $ 224,896 Year 2 224,896 Year 3 224,896 Year 4 224,896 Year 5 224,896 Thereafter 1,386,853 $ 2,511,333 The outstanding lease commitments for the leases listed above as of March 31, 2019 was $2,511,333. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The new standard requires lessees to recognize lease assets (right of use) and lease obligations (lease liability) for leases previously classified as operating leases under generally accepted accounting principles on the balance sheet for leases with terms in excess of 12 months. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company is assessing the impact of the adoption of the new standard. |
Other Expenses
Other Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Other Expenses [Abstract] | |
Other Expenses | 10. Other Expenses Other expenses consisted of the following: 3/31/2019 3/31/2018 Other expense: Impairment of property and equipment $ - $ - Other - (3,482 ) $ - $ (3,482 ) |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 11. Discontinued Operations As of December 31, 2018, the Company has reclassified the results of operations and the financial position of Luotian Lorain and Shandong Greenpia as discontinued operations. Selected details regarding those discontinued operations are provided below. Selected details regarding those discontinued operations are provided below. For the three months ended March 31, Results of Operations 2019 2018 Sales $ - $ 14,582 Cost of sales - Gross profit - 14,582 Operating expenses - 1,536 Other expenses - - Loss before Taxes - 13,046 Taxes - - Net income $ - $ 13,046 At At Financial Position 3/31/2019 12/31/2018 Current Assets $ - $ - Non-Current Assets - - Total Assets $ - $ - Current Liabilities $ 3,643,696 $ 8,607,813 Total Long-Term Liabilities - Total Liabilities $ 3,643,696 $ 8,607,813 Net Assets $ (3,643,696 ) $ (8,607,813 ) Total Liabilities & Net Assets $ 0.00 $ 0.00 |
Risks
Risks | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Risks | 12. Risks A. Credit risk The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent. Since the Company’s inception, the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers. B. Interest risk The company is subject to interest rate risk when short term loans become due and require refinancing. C. Economic and political risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. D. Environmental risks The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment. E. Inflation Risk Management monitors changes in prices levels. Historically inflation has not materially impacted the company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On April 10, 2019, the Company’s executive officers determined to dispose the discontinued subsidiaries, Luotian Green Foodstuff Co., Ltd. and Shandong Greenpia Foodstuff Co., Ltd. for the interests of the Company and its stockholders. On April 29, 2019, the Company issued a press release (the “Press Release”) announcing that on April 26, 2019, the NYSE American LLC (“NYSE American”) notified the Company that the Company had regained compliance with the NYSE American listing requirements because it has resolved the continued listing deficiency with respect to Section 1003(a)(i) and Section 1003(a)(ii) of the NYSE American Company Guide. On May 9, 2019, the Company and its wholly owned subsidiary Shanghai Xunyang Internet Technology Co., Ltd. (“Subsidiary”) entered into a Share Exchange Agreement with Xianning Bozhuang Tea Products Co., Ltd. (“Target”) and each of the shareholders of Target (collectively, “Sellers”). Such transaction closed on May 14, 2019. Pursuant to the Share Exchange Agreement, the Subsidiary acquired all outstanding equity interests of Target, a company that produces tea products and sells such products in China. Pursuant to the Share Exchange Agreement, the Company issued an aggregate of 1,080,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all of the equity interest of the Target to the Subsidiary. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Method of accounting | Method of accounting Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America; the Company maintains its general ledger and journals with the accrual method accounting. |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the assets, liabilities, and results of operations of the Company, and its subsidiaries, which are listed below: Place of Attributable equity Registered Name of Company incorporation interest % capital Planet Green Holdings Corporation British Virgin Islands 100 $ 10,000 JianShi Technology Holding Limited Hong Kong 100 1,277 Shanghai Xunyang Internet Technology Co. Ltd. PRC 100 669,919 Beijing Lorain Co., Ltd. PRC VIE 1,540,666 Luotian Lorain Co., Ltd. PRC VIE 3,797,774 Shandong Greenpia Foodstuff Co., Ltd. PRC VIE 2,303,063 Taishan Muren Agriculture Co. Ltd. PRC VIE 1,913,049 Lorain Foodstuff (Shenzhen) Co., Ltd. PRC VIE 500,000 Management has eliminated all significant inter-company balances and transactions in preparing the accompanying consolidated financial statements. Ownership interests of subsidiaries that the Company does not wholly-own are accounted for as non-controlling interests. On May 18, 2018, the Company incorporated Planet Green Holdings Corporation (“Planet Green BVI”), a limited company incorporated in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company, incorporated in Hong Kong on February 21, 2012 and Shanghai Xunyang Internet Technology Co. Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC on August 29, 2012. The formation and acquisition of these companies was to implement the Company’s restructuring plans. On September 28, 2018, the Company was restructured by disposing its equity interest in International Lorain and its subsidiaries to the former Chairman, Mr. Si Chen, and re-acquiring certain equity interest in certain of these subsidiaries,; namely, Shandong Greenpia, Beijing Lorain, and Luotian Lorain, indirectly through Planet Green BVI. Please refer to Form 8-K filed on October 2, 2018. The Company entered into exclusive arrangements with Shandong Greenpia, Luotian Lorain, Taishan Muren, and Shenzhen Lorain and its shareholders that give the Company the ability to substantially influence its daily operations and financial affairs. The Company entered into exclusive arrangements with Beijing Lorain; however, the Company does not have significant influence over Beijing Lorain and Beijing Lorain is accounted for as equity method investment. In December 2018, the Company’s management determined that it would discontinue the operations of Shandong Greenpia and Luotian Lorain. Accordingly, the Company has recorded full impairment related to the value of those assets. In December 2018, the Company was no longer able to exercise significant influence over Beijing Lorain, and management did not believe that the Company would be able recover the value of its investment; accordingly, the Company recognized full impairment of its investment in Beijing Lorain. Consolidation of Variable Interest Entity VIEs are entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. Any VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. Management makes ongoing reassessments of whether the Company is the primary beneficiary. On December 14, 2017, the Company formed Shenzhen Lorain as a limited company under the laws of the PRC. Through Shandong Greenpia, the Company entered into exclusive VIE agreements with Lorain Food (Shenzhen) Co., Ltd. (“Shenzhen Lorain”) and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of Shenzhen Lorain and it consolidates its accounts as a VIE. On September 27, 2018, the agreements were terminated due to the Company’s restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia. As of March 31, 2019, the following entities were de-consolidated from the structure as a result of the sale agreement executed on September 28, 2018: Place of Attributable equity Registered Name of Company incorporation interest % capital International Lorain Holding Inc. Cayman Islands 100.0 $ 46,659,135 Junan Hongrun Foodstuff Co., Ltd. PRC 100.0 44,861,741 Shandong Lorain Co., Ltd. PRC 80.2 12,123,985 Dongguan Lorain Co., Ltd. PRC 100.0 149,939 |
Discontinued operations | Discontinued operations In 2017, the Company discontinued the operations in Shandong Lorain Co. Ltd. and Dongguan Lorain Co., Ltd. As a result, the financial results of these two subsidiaries are presented as discontinued operations. In the first quarter of 2018, the Company’s board of directors resolved to discontinue the operations of Junan Hongrun Foodstuff Co. Ltd. As of September 30, 2018, the Company disposed International Lorain Holding Inc. and its subsidiaries: Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., Dongguan Lorain Co., Ltd. as a result of the sale agreement. In the fourth quarter of 2018, the Company’s board of directors resolved to discontinue the operations of Beijing Lorain Co, Ltd., Luotian Lorain Co., Ltd., and Shandong Greenpia Foodstuff Co., Ltd. |
Use of estimates | Use of estimates The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Investment securities | Investment securities The Company classifies securities it holds for investment purposes into trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. All securities not included in trading securities are classified as available-for-sale. Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in the net income. Unrealized holding gains and losses, net of the related tax effect, on available for sale securities are excluded from net income and are reported as a separate component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged as an expense to the statement of income and comprehensive income and a new cost basis for the security is established. To determine whether impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year end, and forecasted performance of the investee. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method. Dividend and interest income are recognized when earned. |
Trade receivables | Trade receivables Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. |
Inventories | Inventories Inventories consist of raw materials and finished goods which are stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory. |
Advances and prepayments to suppliers | Advances and prepayments to suppliers The Company makes advance payment to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers the applicable amount is reclassified from advances and prepayments to suppliers to inventory. |
Plant and equipment | Plant and equipment Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows: Buildings 20-40 years Landscaping, plant and tree 30 years Machinery and equipment 1-10 years Motor vehicles 10 years Office equipment 5 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized. |
Construction in progress and prepayments for equipment | Construction in progress and prepayments for equipment Construction in progress and prepayments for equipment represent direct and indirect acquisition and construction costs for plants, and costs of acquisition and installation of related equipment. Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified in this account. |
Land use rights | Land use rights Land use rights are carried at cost and amortized on a straight-line basis over a specified period. Amortization is provided using the straight-line method over 40-50 years. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has incurred; accordingly, a charge to the Company’s results of operations will be recognized during the period. Fair value is generally determined using a discounted expected future cash flow analysis. |
Accounting for the impairment of long-lived assets | Accounting for the impairment of long-lived assets The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate the adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows. If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed are reported at the lower of the carrying amount or fair value less costs to sell. |
Statutory reserves | Statutory reserves Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. |
Foreign currency translation | Foreign currency translation The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are the Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 3/31/2019 12/31/2018 3/31/2018 Period/year end RMB: US$ exchange rate 6.7335 6.8764 6.2881 Period/annual average RMB: US$ exchange rate 6.7087 6.5137 6.3171 The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions. |
Revenue recognition | Revenue recognition The Company recognizes revenue when persuasive evidence of arrangement exists, the price has been fixed or is determinable, the delivery has been completed and no other significant obligations of the Company exists, and collectability of payment is reasonably assured. Payments received prior to all of the foregoing criteria are recorded as customer deposits. Recorded revenue is derived from the value of goods invoiced less value-added tax (VAT). |
Advertising | Advertising All advertising costs are expensed as incurred. |
Shipping and handling | Shipping and handling All outbound shipping and handling costs are expensed as incurred. |
Research and development | Research and development All research and development costs are expensed as incurred. |
Retirement benefits | Retirement benefits Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead. |
Income taxes | Income taxes The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. |
Comprehensive income | Comprehensive income The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. |
Earnings per share | Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. |
Financial instruments | Financial instruments The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 - inputs to the valuation methodology used quoted prices 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 asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. |
Commitments and contingencies | Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Unaudited interim financial information | Unaudited interim financial information These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The consolidated balance sheets and certain comparative information as of December 31, 2018 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2018 (“2018 Annual Financial Statements”), included in the Company’s 2018 Annual Report on Form 10-K. These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2018 Annual Financial Statements. |
Recent accounting pronouncements | Recent accounting pronouncements In January 2017, the FASB issued guidance which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in Step 1. The Company is currently evaluating the impact on the financial statements of this guidance. In January 2017, the FASB amended the existing accounting standards for business combinations. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company is evaluated the timing and the impact of the aforesaid guidance on the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of assets, liabilities, and results of operations | Place of Attributable equity Registered Name of Company incorporation interest % capital Planet Green Holdings Corporation British Virgin Islands 100 $ 10,000 JianShi Technology Holding Limited Hong Kong 100 1,277 Shanghai Xunyang Internet Technology Co. Ltd. PRC 100 669,919 Beijing Lorain Co., Ltd. PRC VIE 1,540,666 Luotian Lorain Co., Ltd. PRC VIE 3,797,774 Shandong Greenpia Foodstuff Co., Ltd. PRC VIE 2,303,063 Taishan Muren Agriculture Co. Ltd. PRC VIE 1,913,049 Lorain Foodstuff (Shenzhen) Co., Ltd. PRC VIE 500,000 |
Schedule of deconsolidated entities sale agreement | Place of Attributable equity Registered Name of Company incorporation interest % capital International Lorain Holding Inc. Cayman Islands 100.0 $ 46,659,135 Junan Hongrun Foodstuff Co., Ltd. PRC 100.0 44,861,741 Shandong Lorain Co., Ltd. PRC 80.2 12,123,985 Dongguan Lorain Co., Ltd. PRC 100.0 149,939 |
Schedule of estimated useful live | Buildings 20-40 years Landscaping, plant and tree 30 years Machinery and equipment 1-10 years Motor vehicles 10 years Office equipment 5 years |
Schedule of average exchange rates | 3/31/2019 12/31/2018 3/31/2018 Period/year end RMB: US$ exchange rate 6.7335 6.8764 6.2881 Period/annual average RMB: US$ exchange rate 6.7087 6.5137 6.3171 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Trade Receivables [Abstract] | |
Schedule of trade accounts receivable | 3/31/2019 12/31/2018 Trade accounts receivable $ 1,044,381 $ 6,528,072 Less: - - $ 1,044,381 $ 6,528,072 Allowance for doubtful accounts: Beginning balance $ - $ (804,937 ) Reclassified to discontinued operations - 804,937 Additions to allowance - - Bad debt written-off - - Ending balance $ - $ - |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | 3/31/2019 12/31/2018 Raw material $ - $ - Work in progress - - Finished goods 10,265 - $ 10,265 $ - |
Plant and Equipment (Tables)
Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | 3/31/2019 12/31/2018 At Cost: Buildings $ 1,140,645 $ 1,116,940 Machinery and equipment 31,732 31,066 Biological assets 2,122,125 2,078,012 $ 3,294,502 $ 3,226,018 Less: (1,964,028 ) (1,854,500 ) $ 1,330,474 $ 1,371,518 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of differences between the statutory and effective tax expenses | 3/31/2019 3/31/2018 Income/(loss) attributed to PRC continuing operations $ 63,739 $ (70,563 ) Income/(loss) attributed to U.S. operations Income/(loss) before tax $ 63,739 $ (70,563 ) PRC Statutory Tax at 25% Rate 56,043 - Effect of tax exemption granted Income tax $ 56,043 $ - |
Schedule of per share effect of tax exemption | 3/31/2019 3/31/2018 Effect of tax exemption granted $ - $ - Weighted-Average Shares Outstanding Basic 5,497,765 1,754,313 Per share effect $ - $ - |
Schedule of U.S. federal statutory income tax rate and the company’s effective tax rate | 3/31/2019 3/31/2018 U.S. federal statutory income tax rate 21 % 21 % Higher (lower) rates in PRC, net 4 % 4 % Expenses not deductible to taxable income 62.9 % -25 % The Company’s effective tax rate 87.9 % 0 % |
Earnings_(Loss) Per Share (Tabl
Earnings/(Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Loss per share | |
Schedule of basic and diluted earnings per share | For the three months ended March 31, 2019 2018 Basic and diluted (loss) earnings per share numerator: Income/(loss) from continuing operations (attributable) available to common stockholders $ 7,696 (70,563 ) (Loss) income from discontinued operations (attributable) available to common stockholders - 13,046 (Loss) income (attributable) available to common stockholders 7,696 (60,100 ) Basic and diluted (loss) earnings per share denominator: Original Shares: 5,497,765 1,530,980 Additions from Actual Events -Issuance of Common Stock - 233,333 Basic Weighted Average Shares Outstanding 5,497,765 1,754,313 Income/(loss) per share from continuing operations - Basic and diluted 0.00 (0.04 ) Income/(loss) per share from discontinued operations - Basic and diluted - 0.01 Income/(loss) per share - Basic and diluted 0.00 (0.03 ) Weighted Average Shares Outstanding - Basic and diluted 5,497,765 1,754,313 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of leases entered and expires | Lease Date Commenced Date of expiration Lease #1 March 1, 2016 February 28, 2031 Lease #2 March 1, 2016 February 28, 2031 Lease #3 March 1, 2016 February 28, 2031 Lease #4 November 1, 2016 November 1, 2019 Lease #5 January 1, 2017 February 28, 2031 Lease #6 January 1, 2017 February 28, 2031 Lease #7 January 1, 2018 February 28, 2031 |
Schedule of minimum future lease payments | Period Lease Payable Year 1 $ 224,896 Year 2 224,896 Year 3 224,896 Year 4 224,896 Year 5 224,896 Thereafter 1,386,853 $ 2,511,333 |
Other Expenses (Tables)
Other Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Expenses [Abstract] | |
Schedule of other expenses | 3/31/2019 3/31/2018 Other expense: Impairment of property and equipment $ - $ - Other - (3,482 ) $ - $ (3,482 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations | For the three months ended March 31, Results of Operations 2019 2018 Sales $ - $ 14,582 Cost of sales - Gross profit - 14,582 Operating expenses - 1,536 Other expenses - - Loss before Taxes - 13,046 Taxes - - Net income $ - $ 13,046 At At Financial Position 3/31/2019 12/31/2018 Current Assets $ - $ - Non-Current Assets - - Total Assets $ - $ - Current Liabilities $ 3,643,696 $ 8,607,813 Total Long-Term Liabilities - Total Liabilities $ 3,643,696 $ 8,607,813 Net Assets $ (3,643,696 ) $ (8,607,813 ) Total Liabilities & Net Assets $ 0.00 $ 0.00 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | Mar. 31, 2019USD ($) |
Planet Green Holdings Corporation [Member] | |
Ownership percentage | 10000.00% |
Registered capital | $ 10,000 |
Jianshi Technology Holding Limited [Member] | |
Ownership percentage | 10000.00% |
Registered capital | $ 1,277 |
Shanghai Xunyang Internet Technology Co. Ltd. [Member] | |
Ownership percentage | 10000.00% |
Registered capital | $ 669,919 |
Beijing Lorain Co., Ltd. [Member] | |
Ownership percentage | |
Registered capital | $ 1,540,666 |
Shandong Lorain Co., Ltd. [Member] | |
Ownership percentage | 8020.00% |
Registered capital | $ 12,123,985 |
Luotian Lorain Co., Ltd. [Member] | |
Registered capital | 3,797,774 |
Taishan Muren Agriculture Co. Ltd. [Member] | |
Registered capital | 1,913,049 |
Lorain Foodstuff (Shenzhen) Co., Ltd. [Member] | |
Registered capital | $ 500,000 |
International Lorain Holding Inc. [Member] | |
Ownership percentage | 10000.00% |
Registered capital | $ 46,659,135 |
Junan Hongrun Foodstuff Co., Ltd. [Member] | |
Ownership percentage | 10000.00% |
Registered capital | $ 44,861,741 |
Shandong Greenpia Foodstuff Co., Ltd. [Member] | |
Registered capital | $ 2,303,063 |
Dongguan Lorain Co., Ltd. [Member] | |
Ownership percentage | 10000.00% |
Registered capital | $ 149,939 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 3 Months Ended |
Mar. 31, 2019 | |
Buildings [Member] | Maximum [Member] | |
Plant and equipment, useful life | 40 years |
Buildings [Member] | Minimum [Member] | |
Plant and equipment, useful life | 20 years |
Landscaping, plant and tree [Member] | |
Plant and equipment, useful life | 30 years |
Machinery and equipment [Member] | Maximum [Member] | |
Plant and equipment, useful life | 10 years |
Machinery and equipment [Member] | Minimum [Member] | |
Plant and equipment, useful life | 1 year |
Motor vehicles [Member] | |
Plant and equipment, useful life | 10 years |
Office equipment [Member] | |
Plant and equipment, useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Period/year end exchange rate | 6.7335 | 6.2881 | 3.8764 |
Period/annual average exchange rate | 6.7087 | 6.3171 | 6.5137 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended |
Mar. 31, 2019 | |
Minimum [Member] | |
Property, Plant and Equipment, Salvage Value, Percentage | 0.00% |
Finite-Lived Intangible Asset, Useful Life | 40 years |
Statutory reserve | 10.00% |
Maximum [Member] | |
Property, Plant and Equipment, Salvage Value, Percentage | 10.00% |
Finite-Lived Intangible Asset, Useful Life | 50 years |
Statutory reserve | 50.00% |
Trade Receivable (Details)
Trade Receivable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Trade Receivables [Abstract] | |||
Trade accounts receivable | $ 1,044,381 | $ 6,528,072 | |
Less: Allowance for doubtful accounts | |||
Trade receivables, net | $ 1,044,381 | $ 6,528,072 |
Trade Receivable (Details 1)
Trade Receivable (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Trade Receivables [Abstract] | ||
Beginning balance | ||
Additions to allowance | (804,937) | |
Reclassified to discontinued operations | 804,937 | |
Bad debt written-off | ||
Ending balance |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Notes to Financial Statements [Abstract] | ||
Raw material | ||
Work in progress | ||
Finished goods | 10,265 | |
Inventories | $ 10,265 |
Plant and Equipment (Details)
Plant and Equipment (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Plant and equipment, At Cost | $ 3,294,502 | $ 3,226,018 |
Less: Accumulated depreciation | (1,964,028) | (1,854,500) |
Plant and equipment, net | 1,330,474 | 1,371,518 |
Buildings [Member] | ||
Plant and equipment, At Cost | 1,140,645 | 1,116,940 |
Machinery and equipment [Member] | ||
Plant and equipment, At Cost | 31,732 | 31,066 |
Biological assets [Member] | ||
Plant and equipment, At Cost | $ 2,122,125 | $ 2,078,012 |
Plant and Equipmen (Details Tex
Plant and Equipmen (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Plant and Equipment (Textual) | ||
Depreciation expense | $ 109,528 | $ 152,379 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Notes to Financial Statements [Abstract] | ||
Income/(loss) attributed to PRC continuing operations | $ 63,739 | $ (70,563) |
Income/(loss) attributed to U.S. operations | ||
Income/(loss) before tax | 7,696 | (70,563) |
PRC Statutory Tax at 25% Rate | 56,043 | |
Effect of tax exemption granted | ||
Income tax | $ 56,043 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Notes to Financial Statements [Abstract] | ||
Effect of tax exemption granted | ||
Weighted-Average Shares Outstanding Basic | 5,497,765 | 1,754,313 |
Per share effect |
Income Taxes (Details 2)
Income Taxes (Details 2) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Notes to Financial Statements [Abstract] | ||
U.S. federal statutory income tax rate | 21.00% | 21.00% |
Higher (lower) rates in PRC, net | 4.00% | 4.00% |
Expenses not deductible to taxable income | 62.90% | (25.00%) |
The Company’s effective tax rate | 87.90% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes (Textual) | ||
Corporate income tax rate in PRC | 25.00% | 25.00% |
Earnings_(Loss) Per Share (Deta
Earnings/(Loss) Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic and diluted (loss) earnings per share numerator: | ||
Income/(loss) from continuing operations (attributable) available to common stockholders | $ 7,696 | $ (70,563) |
(Loss) income from discontinued operations (attributable) available to common stockholders | 13,046 | |
(Loss) income (attributable) available to common stockholders | $ 7,696 | $ (60,100) |
Basic and diluted (loss) earnings per share denominator: | ||
Original Shares: | 5,497,765 | 1,530,980 |
Additions from Actual Events -Issuance of Common Stock | 233,333 | |
Basic Weighted Average Shares Outstanding | 5,497,765 | 1,754,313 |
Income/(loss) per share from continuing operations - Basic and diluted | $ 0 | $ (0.04) |
Income/(loss) per share from discontinued operations - Basic and diluted | 0 | 0.01 |
Income/(loss) per share - Basic and diluted | $ 0 | $ (0.03) |
Weighted Average Shares Outstanding - Basic and diluted | 5,497,765 | 1,754,313 |
Lease Commitments (Details)
Lease Commitments (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Lease #1 [Member] | |
Date Commenced | Mar. 1, 2016 |
Date of expiration | Feb. 28, 2031 |
Lease #2 [Member] | |
Date Commenced | Mar. 1, 2016 |
Date of expiration | Feb. 28, 2031 |
Lease #3 [Member] | |
Date Commenced | Mar. 1, 2016 |
Date of expiration | Feb. 28, 2031 |
Lease #4 [Member] | |
Date Commenced | Nov. 1, 2016 |
Date of expiration | Nov. 1, 2019 |
Lease #5 [Member] | |
Date Commenced | Jan. 1, 2017 |
Date of expiration | Feb. 28, 2031 |
Lease #6 [Member] | |
Date Commenced | Jan. 1, 2017 |
Date of expiration | Feb. 28, 2031 |
Lease #7 [Member] | |
Date Commenced | Jan. 1, 2018 |
Date of expiration | Feb. 28, 2031 |
Lease Commitments (Details 1)
Lease Commitments (Details 1) | Mar. 31, 2019USD ($) |
Notes to Financial Statements [Abstract] | |
Year 1 | $ 224,896 |
Year 2 | 224,896 |
Year 3 | 224,896 |
Year 4 | 224,896 |
Year 5 | 224,896 |
Thereafter | 1,386,853 |
Total | $ 2,511,333 |
Lease Commitments (Details Text
Lease Commitments (Details Textual) | Mar. 31, 2019USD ($) |
Lease Commitments (Textual) | |
Outstanding lease commitments | $ 2,511,333 |
Other Expenses (Details)
Other Expenses (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Other expense: | ||
Impairment of property and equipment | ||
Other | (3,482) | |
Total | $ (3,482) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Sales | $ 1,078,245 | $ 1,017,528 |
Cost of sales | 779,988 | 901,491 |
Gross profit | 298,257 | 116,037 |
Operating expenses | 234,679 | 184,334 |
Other expenses | (3,482) | |
Loss before Taxes | 13,046 | |
Taxes | ||
Net income | 13,046 | |
Discontinued Operations [Member] | ||
Sales | 14,582 | |
Cost of sales | ||
Gross profit | 14,582 | |
Operating expenses | 1,536 | |
Other expenses | ||
Loss before Taxes | 13,046 | |
Taxes | ||
Net income | $ 13,046 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | $ 10,034,084 | $ 14,991,024 |
Total Assets | 12,230,474 | 17,210,460 |
Current Liabilities | 4,762,425 | 9,921,130 |
Discontinued Operations [Member] | ||
Current Assets | ||
Non-Current Assets | ||
Total Assets | ||
Current Liabilities | 3,643,696 | 8,607,813 |
Total Long-Term Liabilities | ||
Total Liabilities | 3,643,696 | 8,607,813 |
Net Assets | $ (3,643,696) | $ (8,607,813) |
Total Liabilities & Net Assets | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | May 09, 2019shares |
Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Aggregate shares of common stock | 1,080,000 |