Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | KIWA BIO-TECH PRODUCTS GROUP CORP | ||
Entity Central Index Key | 1,159,275 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 is filed to correct a disclosure in Note 11 to the Companys Financial Statements relating to Stockholders Deficiency. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,557,238 | ||
Entity Common Stock, Shares Outstanding | 9,798,981 | ||
Trading Symbol | KWBT | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 13,469 | $ 721 |
Accounts receivable | 1,122,754 | |
Prepaid expenses | 92,504 | |
Other receivable | 1,561,331 | 47,453 |
Advance to suppliers | 1,805,044 | |
Total current assets | 4,595,102 | 48,174 |
Property, plant and equipment - net | 59,778 | 2,807 |
Deposit | 34,519 | |
Goodwill | 34,112 | |
Total non-current assets | 128,409 | 2,807 |
Total assets | 4,723,511 | 50,981 |
Current liabilities | ||
Accounts payable | 1,318,802 | 269,360 |
Accrued expenses | 35,715 | 30,887 |
Advances from customers | 12,883 | 13,800 |
Construction costs payable | 255,539 | 273,722 |
Due to related parties - trade | 1,283,215 | 1,143,978 |
Due to related parties - non-trade | 100,798 | 3,166,198 |
Convertible notes payable | 150,250 | 150,250 |
Notes payable | 360,000 | 360,000 |
Unsecured loans payable | 1,655,343 | 1,773,131 |
Salary payable | 1,688,353 | 1,632,881 |
Taxes payable | 919,255 | 478,209 |
Penalty payable | 482,327 | 404,752 |
Interest payable | 1,042,661 | 930,062 |
Other payables | 1,019,583 | 524,205 |
Total current liabilities | 10,324,724 | 11,151,435 |
SHAREHOLDER'S DEFICIENCY | ||
Preferred stock - $0.001 par value, Authorized 20,000,000 shares. Issued and outstanding 500,000 and 500,000 shares at December 31, 2016 and 2015, respectively. | 500 | 500 |
Common stock - $0.001 per value. Authorized 100,000,000 shares. Issued and outstanding $8,728,981 and 2,000,000 shares at December 31, 2016 and 2015 | 8,729 | 2,000 |
Additional paid-in capital | 13,789,990 | 9,490,837 |
Statutory Reserve | 127,884 | |
Accumulated deficit | (19,489,400) | (20,324,812) |
Accumulated other comprehensive loss | (38,916) | (268,979) |
Total stockholders' deficiency | (5,601,213) | (11,100,454) |
Total liabilities and stockholders' deficiency | $ 4,723,511 | $ 50,981 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock, shares issued | 500,000 | 500,000 |
Preferred Stock, shares outstanding | 500,000 | 500,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 8,728,981 | 2,000,000 |
Common Stock, shares outstanding | 8,728,981 | 2,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 9,617,845 | |
Cost of goods sold | 7,672,451 | |
Gross profit | 1,945,394 | |
Operating expenses | ||
Research and development | 224,433 | 178,988 |
Selling expenses | 49,295 | |
General and administrative | 874,097 | 313,589 |
Total operating expenses | 1,147,825 | 492,577 |
Operating income (loss) | 797,569 | (492,577) |
Other income | ||
License revenue | 786,329 | |
Other expense | ||
Penalty expense | (77,575) | (72,152) |
Interest expense | (112,977) | (112,629) |
Other expense | (3,770) | |
Total other expense | (194,322) | (184,781) |
Net income (loss) before income tax | 1,389,576 | (677,358) |
Income tax provision | (426,280) | |
Net income (loss) | 963,296 | (677,358) |
Other comprehensive income | ||
Foreign currency translation adjustment | 230,063 | 424,065 |
Total comprehensive income (loss) | $ 1,193,359 | $ (253,293) |
Net income (loss) per common share - basic | $ 0.17 | $ (0.34) |
Net income (loss) per common share - diluted | $ 0.11 | $ (0.34) |
Weighted average number of common shares outstanding - basic | 5,645,263 | 2,000,000 |
Weighted average number of common shares outstanding - diluted | 8,872,655 | 2,000,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock [Member] | ||
Balance | $ 2,000 | $ 2,000 |
Balance, shares | 2,000,000 | 2,000,000 |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | ||
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015, shares | ||
Issuance of common shares for cash | $ 1,775 | |
Issuance of common shares for cash, shares | 1,775,000 | |
Issuance of common shares for Liabilities settlement | $ 3,243 | |
Issuance of common shares for Liabilities settlement, shares | 3,243,173 | |
Issuance of common shares for consulting service | $ 1,711 | |
Issuance of common shares for consulting service, shares | 1,710,808 | |
Net income/loss | ||
Foreign currency translation adjustment | ||
Balance | $ 8,729 | $ 2,000 |
Balance, shares | 8,728,981 | 2,000,000 |
Preferred Stock [Member] | ||
Balance | $ 500 | |
Balance, shares | 500,000 | |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | $ 500 | |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015, shares | 500,000 | |
Issuance of common shares for cash | ||
Issuance of common shares for Liabilities settlement | ||
Issuance of common shares for consulting service | ||
Net income/loss | ||
Foreign currency translation adjustment | ||
Balance | $ 500 | $ 500 |
Balance, shares | 500,000 | 500,000 |
Additional Paid-In Capital [Member] | ||
Balance | $ 9,490,837 | $ 8,491,337 |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | 999,500 | |
Issuance of common shares for cash | 857,884 | |
Issuance of common shares for Liabilities settlement | 3,188,731 | |
Issuance of common shares for consulting service | 252,539 | |
Net income/loss | ||
Foreign currency translation adjustment | ||
Balance | 13,789,991 | 9,490,837 |
Statutory Reserve [Member] | ||
Balance | ||
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | ||
Issuance of common shares for cash | ||
Issuance of common shares for Liabilities settlement | ||
Issuance of common shares for consulting service | ||
Net income/loss | 127,884 | |
Foreign currency translation adjustment | ||
Balance | 127,884 | |
Accumulated Deficit [Member] | ||
Balance | (20,324,812) | (19,647,454) |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | ||
Issuance of common shares for cash | ||
Issuance of common shares for Liabilities settlement | ||
Issuance of common shares for consulting service | ||
Net income/loss | 835,412 | (677,358) |
Foreign currency translation adjustment | ||
Balance | (19,489,400) | (20,324,812) |
Accumulated Other Comprehensive Loss [Member] | ||
Balance | (268,979) | (693,044) |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | ||
Issuance of common shares for cash | ||
Issuance of common shares for Liabilities settlement | ||
Issuance of common shares for consulting service | ||
Net income/loss | ||
Foreign currency translation adjustment | 230,063 | 424,065 |
Balance | (38,916) | (268,979) |
Balance | (11,100,454) | (11,847,161) |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | 3,391,609 | 1,000,000 |
Issuance of common shares for cash | $ 859,659 | |
Issuance of common shares for cash, shares | 3,141,000 | |
Issuance of common shares for Liabilities settlement | $ 3,191,974 | |
Issuance of common shares for consulting service | $ 254,250 | |
Issuance of common shares for consulting service, shares | 1,711,808 | |
Net income/loss | $ 963,296 | (677,358) |
Foreign currency translation adjustment | 230,063 | 424,065 |
Balance | $ (5,601,213) | $ (11,100,454) |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Deficiency (Parenthetical) - shares | Dec. 14, 2015 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | ||
Number of shares issuance of preferred stock | 500,000 | 3,141,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 963,296 | $ (677,358) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 23,980 | 4,352 |
Bad debt | 55,240 | |
Provision for penalty payable | 77,575 | 72,152 |
Accrued interest on convertible notes and note payable | 112,599 | 112,538 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,229,249) | |
Other receivable | (1,619,623) | |
Advance to supplier | (1,887,446) | |
Prepaid expense | (59,154) | |
Deposit | (36,095) | (33,921) |
Accounts payable | 1,116,061 | |
Accrued expense | 7,117 | |
Salary payable | 93,860 | 125,924 |
Taxes payable | 494,397 | 62,915 |
Due to related parties - trade | 217,293 | 178,988 |
Other payables | 527,175 | 4,202 |
Net cash used in operating activities | (1,142,974) | (150,208) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (79,083) | |
Net cash used in investing activities | (79,083) | |
Cash flows from financing activities: | ||
Proceeds from related parties, net of payments to related parties | 139,085 | 148,009 |
Proceeds from sale of common stock | 914,273 | |
Net cash provided by financing activities | 1,053,358 | 148,009 |
Effect of exchange rate change | 181,447 | (43) |
Cash and cash equivalents: | ||
Net increase (decrease) | 12,748 | (2,242) |
Balance at beginning of year | 721 | 2,963 |
Balance at end of year | 13,469 | 721 |
Non-cash financing activities: | ||
Issuance of common stock for debts settlement | 3,137,359 | 1,000,000 |
Issuance of common stock for consulting service | 254,250 | |
Supplemental Disclosures of Cash flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Description of Business and Org
Description of Business and Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Organization | 1. Description of Business and Organization Organization The Company operates through a series of subsidiaries in the Peoples Republic of China as detailed in the following Organizational Chart. The Company had previously operated its business through its subsidiaries Kiwa Bio-Tech Products (Shandong) Co., Ltd. (“Kiwa Shandong”) and Tianjin Kiwa Feed Co., Ltd. (“Kiwa Tianjin ”). Kiwa Tianjin has been dissolved since July, 11, 2012. On February 11, 2017, the Company entered an Equity Transfer Agreement with Dian Shi Cheng Jing (Beijing) Technology Co. (“Transferee”) to transfer all of shareholders’ right, title and interest in Kiwa Shandong to the Transferee for USD $1.00. Currently, the completion of transfer is under the government processing. Business |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principle of Consolidation Reverse Split Use of Estimates Certain of our estimates, including evaluating the collectability of accounts receivable and the fair market value of long-lived assets, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates annually based on these conditions and record adjustments when necessary. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. At times, such investments may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limit. Accounts Receivables - Allowance for doubtful accounts The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. There was no allowance for doubtful accounts at December 31, 2016 and December 31, 2015. Inventories - Property, plant and equipment Useful Life (In years) Buildings 30 - 35 Machinery and equipment 5 - 10 Automobiles 8 Office equipment 2 - 5 Computer software 3 Impairment of Long-Lived Assets - Fair value of warrants and options - Revenue Recognition The Company derives its revenues from sales contracts with its customer with revenues being generated upon delivery of products. Persuasive evidence of an arrangement is demonstrated via invoice; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. Shipping and Handling Costs - Income Taxes ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. Foreign Currency Translation and Other Comprehensive Income Other comprehensive income for the years ended December 31, 2016 and 2015 represented foreign currency translation adjustments and were included in the consolidated statements of comprehensive loss. The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows: As of December 31, 2016 2015 Balance sheet items, except for equity accounts 6.94 6.4857 Years ended December 31, 2016 2015 Items in the statements of comprehensive loss 6.62 6.2281 Advertising Costs Research and Development Costs Net Loss Per Common Share Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820- 10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value with U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: ● Level 1: quoted market prices available in active markets for identical assets or liabilities as of the reporting date. ● Level 2: pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. ● Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalent, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not however practical to determine the fair value of advances from stockholders, if any, due to their related party nature. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly Influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company 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 therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely Stock Based Compensation The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. No stock based compensation was issued or outstanding as of December 31, 2016 and 2015. Income Tax Provision Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax basis of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. There were no material deferred tax assets or liabilities as of December 31, 2016 and December 31, 2015. As of December 31, 2016, and 2015, the Company did not identify any material uncertain tax positions. As of December 31, 2016, the Company’s returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed. Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. There were no potentially dilutive debt or equity instruments issued and outstanding at any time during the twelve-month periods ended December 31, 2016 and 2015. Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. Recent accounting pronouncements In November 2015, FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not expect these changes to have a material impact on the Company’s consolidated financial statements. In January 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect these changes to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this guidance are relating to employee share-based compensation. Under the new guidance, we are required to recognize the tax effects of stock compensation as income tax expense or benefit in the income statement and treat the tax effects of exercised or vested awards as discrete items in the reporting period in which they occur. Excess tax benefits are required to be classified as operating activities, and shares we withhold on behalf of employees for tax purposes are required to be classified as financing activities. We may make an accounting policy election to continue to estimate the number of awards that are expected to vest or account for forfeitures when they occur. The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates. This guidance is required to be adopted in the first quarter of 2017. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The amendments in this guidance on eight specific cash flow issues with regard to how cash receipts and cash payments are presented and classified in the statement of cash flows in order to clarify existing guidance and reduce diversity in practice. The guidance is required to be adopted in the first quarter of 2018 on a retrospective basis, unless it is impracticable to apply, in which case it should be applied prospectively as of the earliest date practicable. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated statement of cash flows. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this guidance are clarifying the definition of a business to assist entities when determining whether an integrated set of assets and activities meets the definition of a business. The update provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this guidance to eliminate the requirement to calculate the implied fair value of goodwill to measure goodwill impairment charge (Step 2). As a result, an impairment charge will equal the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. The guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The impact of this guidance for the Company will depend on the outcomes of future goodwill impairment tests. There were other updates recently issued. The Company does not believe that other than disclosed above, the recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial position, results of operations or cash flows. Goodwill and Other Intangibles In accordance with Accounting Standards Update (ASU) No. 2014-02, management evaluates goodwill on an annual basis in the fourth quarter of more frequently if management believes indicators of impairment exist. Such indicators could, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair value of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, with utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The amount, by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company’s evaluation of goodwill completed during the year resulted in no impairment losses. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2016, the Company’s current liabilities substantially exceeded its current assets by $5,729,622, had an accumulated deficit of $19,489,400, and stockholders’ deficiency of $5,601,213. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The management of the Company already raised additional equity during the first quarter of 2017 for approximately $1,000,000. (Please refer to Note 14 for additional information) The Company is generating additional revenue while seeking additional equity financing. Management is very optimistic about the Company’s continue profitability for the coming years. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Property, plant and equipment, net consisted of the following: December 31, 2016 December 31, 2015 Property, Plant and Equipment Buildings $ - $ 1,308,785 Machinery and equipment - 595,623 Automobiles - 85,769 Office equipment 942 104,843 Furniture 8,276 - Leasehold improvement 70,871 - Computer software - 22,304 Property, plant and equipment - total $ 80,089 $ 2,117,324 Less: accumulated depreciation (20,311 ) (762,791 ) Less: impairment on long-lived assets - (1,351,726 ) Property, plant and equipment - net $ 59,778 $ 2,807 The building is on a piece of land the use right of which was granted to Kiwa Bio-Tech Products (Shandong) Co., Ltd. by local government free for 10 years and then for another 20 years on a fee calculated according to Kiwa Shandong’s net profit. Since Kiwa Shandong did not generate any net profit, no fee is payable. Depreciation expense was $22,340 and $4,352 for the years ended December 31, 2016 and 2015, respectively. Impairment on long-lived assets was $nil for the years ended December 31, 2016 and 2015, respectively. All of our property, plant and equipment have been held as collateral to secure the 6% Notes (see Note 8). |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill On November 30, 2015, Kiwa Bio-tech Products Group Ltd in BVI ("Kiwa BVI") entered an acquisition agreement with shareholders of Caber Holdings Ltd. (“Acquiree”) in Hong Kong to acquire 100 percent entity interest of the acquiree, including a wholly owned subsidiary, Oriental Baina Co., Ltd. in Beijing for US$30,000. The acquisition was completed in January, 2016. On the acquisition date, there was no any asset or liability acquired, and thus no fair value was allocated to asset and liability. Including legal fee and government fees, the total payment of approximately $34,112 ($30,000 plus legal fee and government fees totaled $4,112) was recorded as goodwill. The fair value of the goodwill is tested prior to the year-end 2016, and management determined there is no impairment to the goodwill as of December 31, 2016. |
Construction Costs Payable
Construction Costs Payable | 12 Months Ended |
Dec. 31, 2016 | |
Construction Costs Payable | |
Construction Costs Payable | 6. Construction Costs Payable Construction costs payable represents remaining amounts to be paid for the first phase of construction of bio-fertilizer facility in Shandong. The balance of construction costs payable as of December 31, 2016 and 2015 was $255,539 and $273,722, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Amounts due to related parties consisted of the following as of December 31, 2016 and 2015: Item Nature Notes December 31, 2016 December 31, 2015 Mr. Wei Li (“Mr. Li”) Non-trade (1 ) $ - $ 2,879,307 Kangtai Xinnong Agriculture Tech (Beijing) Co., Ltd. (“Kangtai”) Non-trade (2 ) - (12,173 ) Ms. Yvonne Wang (“Ms. Wang”) Non-trade (3 ) 100,798 299,064 Subtotal 100,798 3,166,198 Kiwa-CAU R&D Center Trade (4 ) 1,122,754 1,125,553 CAAS IARRP and IAED Institutes Trade (5 ) 160,461 18,425 Subtotal 1,283,215 1,143,978 Total $ 1,384,013 $ 4,310,176 (1) Mr. Li Mr. Li was the Chairman of the Board until November 20, 2015 and was the Chief Executive Officer of the Company until July 1, 2015. Advances and Loans On December 14, 2015, Mr. Li assigned $500,000 of obligation owed by the Company to his daughter, Feng Li. On the same day, Feng Li subscribed for the purchase of 250,000 shares of preferred stock for the aggregate amount of $500,000, and agreed to the concurrent cancellation of debt owed by the Company. On March 24, 2016, the Company issued 2,900,000 shares of common stock to Mr. Li to settle down entire outstanding balance of $2,879,307. Subsequently in June 2016, Mr. Li transferred 1,000,000 shares to Troniya Industria Incubator Co., Ltd as a personal collateral for RMB 3.2 million received in Kiwa Baiao Bio-Tech (Beijing) Co., Ltd.’s account. Guarantees for the Company Mr. Li has pledged without any compensation from the Company all of his common stock of the Company as collateral for the Company’s obligations under the 6% Notes (see Note 9). (2) Kangtai Kangtai is a private company and is 64% owned by Mr. Li. Mr. Li is the Chairman of Kangtai. (3) Ms. Wang Ms. Wang is the Secretary of the Company until November 20, 2015. Effective as of November 20, 2015, the Company appointed Ms. Wang as the Chairman of the Board. Effective August 11, 2016, the Company’s Board of Directors has assigned Ms. Wang the additional titles of Acting President, Acting Chief Executive Officer and Acting Chief Financial Officer. On December 14, 2015, Ms. Wang subscribed for the purchase of 250,000 shares of preferred stock for the aggregate amount of $500,000, and agrees to the concurrent cancellation of debt owed by the Company. On March 24, 2016, the Company issued 240,000 shares of common stock to Ms. Wang to pay off the loan balance of $240,000. (4) Kiwa-CAU R&D Center In November 2006, Kiwa and China Agricultural University (the “CAU”) agreed to jointly establish a new research and development center, named Kiwa-CAU R&D Center. The term of the agreement was ten years commencing July 1, 2006. ● Pursuant to the agreement, Kiwa agree to invest RMB 1 million (approximately $160,000) each year to fund research at Kiwa-CAU R&D Center. Prof. Qi Wang, a director of the Company, is also the director of Kiwa-CAU R&D Center. The Company recorded $75,528 and $160,563 research and development expenses related to this R&D Center for the years ended December 31, 2016 and 2015, respectively. (5) CAAS IARRP and IAED Institutes On November 5, 2015, the Company signed a strategic cooperation agreement (the “Agreement”) with China Academy of Agricultural Science (“CAAS”)’s Institute of Agricultural Resources & Regional Planning (“IARRP”) and Institute of Agricultural Economy & Development (“IAED”). The term of the Agreement was three years commencing November 20, 2015. ● Pursuant to the agreement, Kiwa agree to invest RMB 1 million (approximately $160,000) each year to the Spatial Agriculture Planning Method & Applications Innovation Team that belongs to the Institutes. Prof. Yong Chang Wu, the authorized representative of IARRP, CAAS, is also one of the Company's directors effective since November 20, 2015 until March 13, 2017. The Company recorded $149,176 and $18,425 research and development expenses related to the institutes, for the years ended December 31, 2016 and 2015, respectively, Research and Development expenses for the years ended December 31, 2016 and 2015, totaled $224,704 and $178,988, respectively. |
Unsecured Loans Payable
Unsecured Loans Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Unsecured Loans Payable | 8. Unsecured Loans Payable Unsecured loans payable consisted of the following: Item December 31, 2016 December 31, 2015 Unsecured loan payable to Zoucheng Municipal Government, non-interest bearing, becoming due within three years from Kiwa Shandong’s first profitable year on a formula basis, interest has not been imputed due to the undeterminable repayment date $ 1,269,880 $ 1,387,668 Unsecured loan payable to Zoucheng Science & Technology Bureau, non-interest bearing, it is due in Kiwa Shandong’s first profitable year, interest has not been imputed due to the undeterminable repayment date 385,463 385,463 Total $ 1,655,343 $ 1,773,131 The Company qualifies for non-interest bearing loans under a Chinese government sponsored program to encourage economic development in certain industries and locations in China. To qualify for the favorable loan terms, a company must meet the following criteria: (1) be a technology company with innovative technology or product (as determined by the Science Bureau of the central Chinese government); (2) operate in specific industries that the Chinese government has determined are important to encourage development, such as agriculture, environmental, education, and others; and (3) be located in an undeveloped area such as Zoucheng, Shandong Province, where the manufacturing facility of the Company is located. According to the Company’s project agreement, Zoucheng Municipal Government granted the Company use of at least 15.7 acres in Shandong Province, China at no cost for 10 years to construct a manufacturing facility. Under the agreement, the Company has the option to pay a fee of RMB 480,000 ($77,100) per acre for the land use right after the 10-year period until May 2012. The Company may not transfer or pledge the temporary land use right. The Company also committed to invest approximately $18 million to $24 million for developing the manufacturing and research facilities in Zoucheng, Shandong Province. As of December 31, 2016, the Company invested approximately $2 million for the property, plant and equipment of the project and these assets were impaired as of December 31, 2016. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 9. Convertible Notes Payable Convertible notes payable consists of 6% secured convertible notes issued to FirsTrust Group Inc. on June 29, 2006. The notes beard interest at 6% and were due on June 29, 2009. Once the note is pass due, the interest rate increased to 15% per annum. The Company accrued $22,977 and $22,538 interest expense on convertible notes for the years ended December 31, 2016 and 2015, respectively. Interest payable to FirstTrust Group Inc. totaled $183,361 and $160,762 at December 31, 2016 and 2015, respectively. The conversion price of the 6% Notes is based on a 40% discount to the average of the trading price of the Company’s common stock on the OTC Bulletin Board over a 20-day trading period. The conversion price is also adjusted for certain subsequent issuances of equity securities of the Company at prices below the conversion price then in effect. The 6% Notes contain a volume limitation that prohibits the holder from further converting the 6% Notes if doing so would cause the holder and its affiliates to hold more than 4.99% of the Company’s outstanding common stock. In addition, the holder of the 6% Notes agrees that they may not convert more than their pro-rata share (based on original principal amount) of the greater of $120,000 principal amount of the 6% Notes per calendar month or the average daily dollar volume calculated during the 10 business days prior to a conversion, per conversion. This conversion limit has since been eliminated pursuant to an agreement by the Company and the Purchasers. The Company incurs a financial penalty in cash or shares at the option of the Company (equal to 2% of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months) if it breaches this or other affirmative covenants in the Purchase Agreement, including a covenant to maintain a sufficient number of authorized shares under its Certificate of Incorporation to cover at least 110% of the stock issuable upon full conversion of the Notes. Pursuant to the relevant provisions for liquidated damages in the Purchase Agreement, the Company has accrued the penalty of $77,575 and $72,152 for the years ended December 31, 2016 and 2015, respectively. The 6% Notes require the Company to procure the Purchaser’s consent prior to taking certain actions including the payment of dividends, repurchasing stock, incurring debt, guaranteeing obligations, merging or restructuring the Company, or selling significant assets. The Company’s obligations under the 6% Notes are secured by a first priority security interest in the Company’s intellectual property pursuant to an Intellectual Property Security Agreement with the Purchasers, and by a first priority security interest in all of the Company’s other assets pursuant to a Security Agreement with the Purchasers. In addition, Mr. Li, the Company’s former Chief Executive Officer until July 1, 2015, has pledged all of his common stock of the Company as collateral for the Company’s obligations under the 6% Notes. The intellectual property pledged had a cost of $592,901 which carrying value of $179,897 was fully impaired during the year ended December 31, 2009. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note Payable | 10. Note payable On May 29, 2007, the Company issued a $360,000 promissory note to an unrelated individual. This note bears interest at 18% per annum and due on July 27, 2007. This note is currently in default and bears interest of 25% per annum (the “Default rate”) until paid in full. This note is secured by a pledge of 6,178,336 (post-reverse split 30,892) shares of the Company’s common stock owned by Investlink (China) Limited, a British Virgin Island corporation. The Company accrued $90,000 and $90,000 interest expense on note payable for the years ended December 31, 2016 and 2015, respectively. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficiency | 11. Stockholders’ Deficiency On December 14, 2015, the Company issued 500,000 shares of preferred stock for the aggregate amount of $1,000,000 as debt cancellation owed to two related party individuals (see Note 7). In March, 2016, the Company issued 3,140,000 shares of common stock to Mr. Li and Ms. Wang for debt and salary payable settlement for an aggregate amount of $3,141,000 (See Note 7). In addition, the Company issued 101,947 common shares to Jimmy Zhou, former CEO in August 2016, to settle payable to him for $50,974. All of issuances of common shares for settlement of debts were based the stock price on the transaction dates. During the year, the Company issued 1,650,000 common shares for cash at $0.8 per share for an aggregate subscribe price equivalent to $1,320,000, of which $759,659 has received while approximately $560,341 remaining subscribe receivable at December 31, 2016. On November 15, 2016, the Company completed another private offering of common stock to an accredited investor for 125,000 shares of its common stock and warrants to purchase 300,000 shares of Company common stock at an exercise price of $3.00 per share prior to November 15, 2021. The Company may adjust the exercise price for some or all of the warrants under certain terms and conditions. We have determined the issued warrants do not meet the definition of a derivative security, and thus allocated the net proceeds of the sale of the common stock to the par value of the common stock, with the remainder to additional paid in capital. During the year ended December 31, 2016, the Company issued 1,711,808 common shares to four consulting companies as compensation for their consulting service received, totaled $254,250 approximately for the year ended December 31, 2016. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 12. Stock-based Compensation On December 12, 2006, the Company granted options for 2,000,000 shares (10,000 post-reverse split shares) of its common stock under its 2004 Stock Incentive Plan. Summary of options issued and outstanding at December 31, 2016 and 2015 and the movements during the years then ended are as follows: Number of underlying shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Weighted- Average Contractual Life Remaining in Years Outstanding at December 31, 2014 6,163 $ 35 $ - 2 Exercised - - - Expired - - - Forfeited - - - Outstanding at December 31, 2015 6,163 $ 35 $ - 1 Exercised - - - Expired 6,163 $ 35 - Forfeited - - - Outstanding at December 31, 2016 - - $ - - Exercisable at December 31, 2016 - - $ - - As of December 31, 2016, no stock options or other stock-based compensation was outstanding and all prior grants of stock options had expired as of that date. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 13. Income Tax In accordance with the current tax laws in China, Kiwa Shandong is subject to a corporate income tax rate of 25% on its taxable income. However, Kiwa Shandong has not provided for any corporate income taxes since it had no taxable income for the years ended December 31, 2016 and 2015. No provision for taxes is made for U.S. income tax as the Company has no taxable income in the U.S. In accordance with the relevant tax laws in the British Virgin Islands, Kiwa BVI, as an International Business Company, is exempt from income taxes. A reconciliation of the provision for income taxes determined at the local income tax rate to the Company’s effective income tax rate is as follows: Years ended December 31, 2016 2015 Pre-tax income (loss) $ 1,389,576 $ (677,358 ) U.S. federal corporate income tax rate 34 % 34 % Income tax computed at U.S. federal corporate income tax rate 472,456 (230,302 ) Reconciling items: Rate differential for PRC earnings (139,923 ) 22,439 Change of valuation allowance 301,813 171,993 Non-deductible expenses (208,066 ) 35,870 Effective tax expense $ 426,280 $ - The Company had deferred tax assets as follows: December 31, 2016 December 31, 2015 Net operating losses carried forward $ 3,475,563 $ 3,398,402 Less: Valuation allowance (3,475,563 ) (3,398,402 ) Net deferred tax assets $ - $ - As of December 31, 2016 and 2015, the Company had approximately $3.5 million and $8 million net operating loss carryforwards available to reduce future taxable income. Net operating loss of the Company could be carried forward and taken against any taxable income for a period of not more than twenty years from the year of the initial loss pursuant to Section 172 of the Internal Revenue Code of 1986, as amended. The net operating loss of Kiwa Shandong could be carried forward for a period of not more than five years from the year of the initial loss pursuant to relevant PRC tax laws and regulations. It is more likely than not that the deferred tax assets cannot be utilized in the future because there will not be significant future earnings from the entity which generated the net operating loss. Therefore, the Company recorded a full valuation allowance on its deferred tax assets. As of December 31, 2016 and 2015, the Company has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the two years ended December 31, 2016 and 2015, and no provision for interest and penalties is deemed necessary as of December 31, 2016 and 2015. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or its withholding agent. The statute of limitations extends to five years under special circumstances, which are not clearly defined. In the case of a related party transaction, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies The Company has the following material contractual obligations: (1) Investment in manufacturing and research facilities in Zoucheng, Shandong Province in China According to the Project Agreement with Zoucheng Municipal Government in 2002, we have committed to investing approximately $18 million to $24 million for developing the manufacturing and research facilities in Zoucheng, Shandong Province. As of December 31, 2016, we had invested approximately $1.91 million for the project. On February 11, 2017, the Company entered an Equity Transfer Agreement with Dian Shi Cheng Jing (Beijing) Technology Co. (“Transferee”) to transfer all of shareholders’ right, title and interest in Kiwa Shandong to the Transferee for USD $1.00. Currently, the completion of transfer is under the government processing. (2) Strategic cooperation with two institutes in China On November 5, 2015, the Company signed a strategic cooperation agreement (the “Agreement”) with China Academy of Agricultural Science (“CAAS”)’s Institute of Agricultural Resources & Regional Planning (“IARRP”) and Institute of Agricultural Economy & Development (“IAED”). Pursuant to the Agreement, the Company will form a strategic partnership with the two institutes and establish an “International Cooperation Platform for Internet and Safe Agricultural Products”. To fund the cooperation platform’s R&D activities, the Company will provide RMB 1 million (approximately $160,000) per year to the Spatial Agriculture Planning Method & Applications Innovation Team that belongs to the Institutes. The term of the Agreement is for three years beginning November 20, 2015. Prof. Yong Chang Wu, the authorized representative of IARRP, CAAS, is also one of the Company’s directors effective since November 20, 2015 until March 13, 2017. (3) Distribution agreement with Kangtan Gerui Bio-Tech in China On December 17, 2015, Kiwa Bio-Tech Products Group Corporation (the “Company”) entered into a distribution agreement (the “Agreement”) with Kangtan Gerui (Beijing) Bio-Tech Co., Ltd. (“Gerui”) and formally awarded Gerui a right to sell and distribute the Company’s fertilizer products in 3 major agricultural regions of China— Hainan Province, Hunan Province and Xinjiang Autonomous Region. The Company’s Research and Development department has been conducting application experiments in Hainan and Hunan Provinces since August 2015, in accordance with the market requirements. The experiment data indicates that the Company’s fertilizer products have fulfill the requirements of reduction of content of heavy metals in soil and improve crop yield. Gerui was founded in Beijing in April 2015 and relies on the sales network of China’s Supply and Marketing Cooperatives system. Currently, the Company and Gerui do not hold any interest in each other; however, a collaboration and integration may take place in the future. The term of the Agreement is for a period of three years commencing December 17, 2015. In September 2016, Kiwa Baiao Bio-Tech (Beijing) Co., Ltd obtained a fertilizer sales permit from the Chinese government and began to sale the products directly to customers in those 3 major agricultural regions. (4) Lease payments (1) On April 29, 2016, Kiwa Baiao Bio-Tech (Beijing) Co., Ltd. entered an office lease agreement with two-year team. Monthly lease payment and building management fee totaled RMB 77,867 or approximately USD $11,622. (2) On November 11, 2017, Kiwa Baiao Bio-Tech (Beijing) Co., Ltd. entered an apartment lease agreement for its employees. The lease term is one year with monthly lease payment of RMB 6,000 or approximately USD $896. (3) In March 1, 2017, Kiwa Bio-Tech (Shenzhen) Co., Ltd, a newly established subsidiary entered an office lease agreement with one-year term. Monthly lease payment is RMB 29,000 or approximately of USD $4,320. The future lease payments at December 31, 2016 are summarized below. Beijing Office Beijing Apartment Shenzhen Office Total 2017 $ 139,462 $ 3,632 $ 4,328 $ 147,422 2018 $ 44,555 - - $ 44,555 Thereafter - - - - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date these financial statements were issued and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the financial statements, other than noted herein. On February 11, 2017, the Company executed an Equity Transfer Agreement with Dian Shi Cheng Jing (Beijing) Technology Co. (“Transferee”) whereby the Company transferred all of its right, title and interest in Kiwa Bio-Tech Products (Shandong) Co., Ltd. (“Shandong”) to the Transferee for the RMB equivalent of US$1.00. In connection with the transaction, the Transferee received all assets of Shandong which are estimated to be approximately RMB 14,057,713 at the effective date and assumed all liabilities of Shandong which are estimated to be approximately RMB 59,446,513 at the effective date. In connection with this transaction, Transferee agreed to indemnify the Company for any liability or claims of any third party(ies) against Shandong or the Company for five (5) years. The transaction is subject to obtaining Chinese government approval for the transaction, which the parties agrees to use their best efforts to obtain prior to December 31, 2017. The completion of transfer is under government processing. On February 15, 2017, the Company completed the sale of 1,000,000 shares of Kiwa Common Stock (each a “Share”) at a price of $1.00 per share (total sale proceeds were $1,000,000) to Junwei Zheng in a private transaction which was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation S promulgated under the Act since, among other things, the transaction did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof and were purchased by an investor who is not a resident of the United States. The net proceeds will be used for the further development of Kiwa products and distribution, as well as for general working capital. On February 23, 2017, the Company has agreed to a strategic relationship with ETS (Tianjin) Biological Science and Technology Development Co., Ltd. (“ETS”). The partnership will include the deployment and strategic use of ETS biotechnology to produce of bio-fertilizers for use in both China and internationally. Kiwa and ETS, together with the certain Chinese government departments, will work together to enhance China’s microbial fertilizer industry standards and China’s food safety industry chain standards. The parties will work together on the development of microbial technology and products in agriculture, environmental protection, soil management and other fields. Relying on the Chinese Academy of Sciences, ETS Environmental and Agricultural Microbial Technology Research Center and biotechnology project research results, Kiwa has introduced the ETS core technology to complete bio-fertilizer upgrading, transformation and to develop new product lines. In order to meet the growing global consumer demand to increase food supply and develop sustainable farming we are applying sustainable use of biotechnology and the use of biotechnology products to replace chemical products, which will strengthen environmental protection and promote international cooperation. As a result of strict management of many agricultural chemicals, such chemicals will continue to be abandoned, resulting is a growing demand for bio-fertilizers. It has been widely accepted that the application of ETS biotechnology facilitates agricultural sustainability and helps to protect the soil and improve grain output. The technology focuses on keeping soil healthy by restoring healthy microbes that are naturally present in healthy soils. As the technology gains worldwide recognition, it is imperative to popularize bio-fertilizer in developing countries to fulfill the needs of growing populations and promote environmentally friendly agriculture. Through the cooperation of Kiwa and ETS, the parties aim to enhance the usage of the bio-fertilizers in China. The cooperation will bring technological transformation and support for Kiwa to improve its existing manufacturing techniques. Kiwa and ETS will also collaborate to establish a comprehensive platform for producing, supplying, and marketing in China. Ultimately, Kiwa would look to introduce these products to the international market, including the United States. On February 27, 2017, the Company has signed a strategic cooperation agreement with the Beijing Zhongpin Agricultural Science and Technology Development Center (“Zhongpin Center”). Zhongpin Center is the Chinese Agricultural Science and Technology Innovation and Development Committee’s executive implementation agency (referred to as the Agricultural Science and Technology Commission). The Agricultural Science and Technology Commission is set up by the Chinese Central Government for the construction of the National Ecological Security Agriculture Industrial Chain standardization system. This includes the establishment of National Ecology Safe Agricultural Industrial Parks to build China’s Ecological Security and Agricultural Industrial in an orderly business environment, including completion of the National Soil Remediation Program and governance of the various government functions of the institutions. Through the guidance and support by the Zhongpin Center, Kiwa will participate and be involved in China’s National Soil Remediation Program and construction of the National Ecological Security Agriculture Industrial Chain Standardization System’s operation and process. On March 8, 2017, pursuant to the consent of the holders of a majority of the votes entitled to be cast on the matter and the approval of the majority of the directors of the Company, the Company was converted from a Delaware corporation to a Nevada corporation by filing of Articles of Conversion and Articles of Incorporation in the State of Nevada and filing a Certificate of Dissolution in the State of Delaware. On March 8, 2017, pursuant to the consent of the holders of a majority of the votes entitled to be cast on the matter and the approval of the Kiwa Bio-Tech Products Group Corporation 2016 Employee, Director and Consultant Stock Plan. On March 13, 2017, Yong Change Wu was removed as a director of the Company by the consent of the holders of a majority of the votes entitled to be cast on the matter and the approval of the majority of the directors of the Company. Immediately thereafter, the Board appointed Yong Lin Song as a director of the Company to be effective immediately. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principle of Consolidation | Principle of Consolidation |
Reverse Split | Reverse Split |
Use of Estimates | Use of Estimates Certain of our estimates, including evaluating the collectability of accounts receivable and the fair market value of long-lived assets, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates annually based on these conditions and record adjustments when necessary. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. At times, such investments may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limit. |
Accounts Receivables | Accounts Receivables - |
Allowance for Doubtful Accounts | Allowance for doubtful accounts The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. There was no allowance for doubtful accounts at December 31, 2016 and December 31, 2015. |
Inventories | Inventories - |
Property, Plant and Equipment | Property, plant and equipment Useful Life (In years) Buildings 30 - 35 Machinery and equipment 5 - 10 Automobiles 8 Office equipment 2 - 5 Computer software 3 |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets - |
Fair Value of Warrants and Options | Fair value of warrants and options - |
Revenue Recognition | Revenue Recognition The Company derives its revenues from sales contracts with its customer with revenues being generated upon delivery of products. Persuasive evidence of an arrangement is demonstrated via invoice; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. |
Shipping and Handling Costs | Shipping and Handling Costs - |
Income Taxes | Income Taxes ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
Foreign Currency Translation and Other Comprehensive Income | Foreign Currency Translation and Other Comprehensive Income Other comprehensive income for the years ended December 31, 2016 and 2015 represented foreign currency translation adjustments and were included in the consolidated statements of comprehensive loss. The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows: As of December 31, 2016 2015 Balance sheet items, except for equity accounts 6.94 6.4857 Years ended December 31, 2016 2015 Items in the statements of comprehensive loss 6.62 6.2281 |
Advertising Costs | Advertising Costs |
Research and Development Costs | Research and Development Costs |
Net Loss Per Common Share | Net Loss Per Common Share |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820- 10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value with U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: ● Level 1: quoted market prices available in active markets for identical assets or liabilities as of the reporting date. ● Level 2: pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. ● Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalent, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not however practical to determine the fair value of advances from stockholders, if any, due to their related party nature. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly Influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company 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 therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely |
Stock Based Compensation | Stock Based Compensation The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. No stock based compensation was issued or outstanding as of December 31, 2016 and 2015. |
Income Tax Provision | Income Tax Provision Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax basis of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. There were no material deferred tax assets or liabilities as of December 31, 2016 and December 31, 2015. As of December 31, 2016, and 2015, the Company did not identify any material uncertain tax positions. As of December 31, 2016, the Company’s returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed. |
Net Income (loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. There were no potentially dilutive debt or equity instruments issued and outstanding at any time during the twelve-month periods ended December 31, 2016 and 2015. |
Cash Flows Reporting | Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. |
Subsequent Events | Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recent Accounting Pronouncements | Recent accounting pronouncements In November 2015, FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not expect these changes to have a material impact on the Company’s consolidated financial statements. In January 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect these changes to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this guidance are relating to employee share-based compensation. Under the new guidance, we are required to recognize the tax effects of stock compensation as income tax expense or benefit in the income statement and treat the tax effects of exercised or vested awards as discrete items in the reporting period in which they occur. Excess tax benefits are required to be classified as operating activities, and shares we withhold on behalf of employees for tax purposes are required to be classified as financing activities. We may make an accounting policy election to continue to estimate the number of awards that are expected to vest or account for forfeitures when they occur. The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates. This guidance is required to be adopted in the first quarter of 2017. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The amendments in this guidance on eight specific cash flow issues with regard to how cash receipts and cash payments are presented and classified in the statement of cash flows in order to clarify existing guidance and reduce diversity in practice. The guidance is required to be adopted in the first quarter of 2018 on a retrospective basis, unless it is impracticable to apply, in which case it should be applied prospectively as of the earliest date practicable. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated statement of cash flows. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this guidance are clarifying the definition of a business to assist entities when determining whether an integrated set of assets and activities meets the definition of a business. The update provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this guidance to eliminate the requirement to calculate the implied fair value of goodwill to measure goodwill impairment charge (Step 2). As a result, an impairment charge will equal the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. The guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The impact of this guidance for the Company will depend on the outcomes of future goodwill impairment tests. There were other updates recently issued. The Company does not believe that other than disclosed above, the recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial position, results of operations or cash flows. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles In accordance with Accounting Standards Update (ASU) No. 2014-02, management evaluates goodwill on an annual basis in the fourth quarter of more frequently if management believes indicators of impairment exist. Such indicators could, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair value of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, with utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The amount, by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company’s evaluation of goodwill completed during the year resulted in no impairment losses. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets as follows: Useful Life (In years) Buildings 30 - 35 Machinery and equipment 5 - 10 Automobiles 8 Office equipment 2 - 5 Computer software 3 |
Schedule of Foreign Currency Exchange Rate | The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows: As of December 31, 2016 2015 Balance sheet items, except for equity accounts 6.94 6.4857 Years ended December 31, 2016 2015 Items in the statements of comprehensive loss 6.62 6.2281 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment, net consisted of the following: December 31, 2016 December 31, 2015 Property, Plant and Equipment Buildings $ - $ 1,308,785 Machinery and equipment - 595,623 Automobiles - 85,769 Office equipment 942 104,843 Furniture 8,276 - Leasehold improvement 70,871 - Computer software - 22,304 Property, plant and equipment - total $ 80,089 $ 2,117,324 Less: accumulated depreciation (20,311 ) (762,791 ) Less: impairment on long-lived assets - (1,351,726 ) Property, plant and equipment - net $ 59,778 $ 2,807 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Amounts due to related parties consisted of the following as of December 31, 2016 and 2015: Item Nature Notes December 31, 2016 December 31, 2015 Mr. Wei Li (“Mr. Li”) Non-trade (1 ) $ - $ 2,879,307 Kangtai Xinnong Agriculture Tech (Beijing) Co., Ltd. (“Kangtai”) Non-trade (2 ) - (12,173 ) Ms. Yvonne Wang (“Ms. Wang”) Non-trade (3 ) 100,798 299,064 Subtotal 100,798 3,166,198 Kiwa-CAU R&D Center Trade (4 ) 1,122,754 1,125,553 CAAS IARRP and IAED Institutes Trade (5 ) 160,461 18,425 Subtotal 1,283,215 1,143,978 Total $ 1,384,013 $ 4,310,176 (1) Mr. Li Mr. Li was the Chairman of the Board until November 20, 2015 and was the Chief Executive Officer of the Company until July 1, 2015. Advances and Loans On December 14, 2015, Mr. Li assigned $500,000 of obligation owed by the Company to his daughter, Feng Li. On the same day, Feng Li subscribed for the purchase of 250,000 shares of preferred stock for the aggregate amount of $500,000, and agreed to the concurrent cancellation of debt owed by the Company. On March 24, 2016, the Company issued 2,900,000 shares of common stock to Mr. Li to settle down entire outstanding balance of $2,879,307. Subsequently in June 2016, Mr. Li transferred 1,000,000 shares to Troniya Industria Incubator Co., Ltd as a personal collateral for RMB 3.2 million received in Kiwa Baiao Bio-Tech (Beijing) Co., Ltd.’s account. Guarantees for the Company Mr. Li has pledged without any compensation from the Company all of his common stock of the Company as collateral for the Company’s obligations under the 6% Notes (see Note 9). (2) Kangtai Kangtai is a private company and is 64% owned by Mr. Li. Mr. Li is the Chairman of Kangtai. (3) Ms. Wang Ms. Wang is the Secretary of the Company until November 20, 2015. Effective as of November 20, 2015, the Company appointed Ms. Wang as the Chairman of the Board. Effective August 11, 2016, the Company’s Board of Directors has assigned Ms. Wang the additional titles of Acting President, Acting Chief Executive Officer and Acting Chief Financial Officer. On December 14, 2015, Ms. Wang subscribed for the purchase of 250,000 shares of preferred stock for the aggregate amount of $500,000, and agrees to the concurrent cancellation of debt owed by the Company. On March 24, 2016, the Company issued 240,000 shares of common stock to Ms. Wang to pay off the loan balance of $240,000. (4) Kiwa-CAU R&D Center In November 2006, Kiwa and China Agricultural University (the “CAU”) agreed to jointly establish a new research and development center, named Kiwa-CAU R&D Center. The term of the agreement was ten years commencing July 1, 2006. ● Pursuant to the agreement, Kiwa agree to invest RMB 1 million (approximately $160,000) each year to fund research at Kiwa-CAU R&D Center. Prof. Qi Wang, a director of the Company, is also the director of Kiwa-CAU R&D Center. The Company recorded $75,528 and $160,563 research and development expenses related to this R&D Center for the years ended December 31, 2016 and 2015, respectively. (5) CAAS IARRP and IAED Institutes On November 5, 2015, the Company signed a strategic cooperation agreement (the “Agreement”) with China Academy of Agricultural Science (“CAAS”)’s Institute of Agricultural Resources & Regional Planning (“IARRP”) and Institute of Agricultural Economy & Development (“IAED”). The term of the Agreement was three years commencing November 20, 2015. ● Pursuant to the agreement, Kiwa agree to invest RMB 1 million (approximately $160,000) each year to the Spatial Agriculture Planning Method & Applications Innovation Team that belongs to the Institutes. Prof. Yong Chang Wu, the authorized representative of IARRP, CAAS, is also one of the Company's directors effective since November 20, 2015 until March 13, 2017. The Company recorded $149,176 and $18,425 research and development expenses related to the institutes, for the years ended December 31, 2016 and 2015, respectively, |
Unsecured Loans Payable (Tables
Unsecured Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Unsecured Loans Payable | Unsecured loans payable consisted of the following: Item December 31, 2016 December 31, 2015 Unsecured loan payable to Zoucheng Municipal Government, non-interest bearing, becoming due within three years from Kiwa Shandong’s first profitable year on a formula basis, interest has not been imputed due to the undeterminable repayment date $ 1,269,880 $ 1,387,668 Unsecured loan payable to Zoucheng Science & Technology Bureau, non-interest bearing, it is due in Kiwa Shandong’s first profitable year, interest has not been imputed due to the undeterminable repayment date 385,463 385,463 Total $ 1,655,343 $ 1,773,131 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-based Compensation | Summary of options issued and outstanding at December 31, 2016 and 2015 and the movements during the years then ended are as follows: Number of underlying shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Weighted- Average Contractual Life Remaining in Years Outstanding at December 31, 2014 6,163 $ 35 $ - 2 Exercised - - - Expired - - - Forfeited - - - Outstanding at December 31, 2015 6,163 $ 35 $ - 1 Exercised - - - Expired 6,163 $ 35 - Forfeited - - - Outstanding at December 31, 2016 - - $ - - Exercisable at December 31, 2016 - - $ - - |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of U.S. Tax Rate | A reconciliation of the provision for income taxes determined at the local income tax rate to the Company’s effective income tax rate is as follows: Years ended December 31, 2016 2015 Pre-tax income (loss) $ 1,389,576 $ (677,358 ) U.S. federal corporate income tax rate 34 % 34 % Income tax computed at U.S. federal corporate income tax rate 472,456 (230,302 ) Reconciling items: Rate differential for PRC earnings (139,923 ) 22,439 Change of valuation allowance 301,813 171,993 Non-deductible expenses (208,066 ) 35,870 Effective tax expense $ 426,280 $ - |
Schedule of Deferred Tax Assets | The Company had deferred tax assets as follows: December 31, 2016 December 31, 2015 Net operating losses carried forward $ 3,475,563 $ 3,398,402 Less: Valuation allowance (3,475,563 ) (3,398,402 ) Net deferred tax assets $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Lease Payments | The future lease payments at December 31, 2016 are summarized below. Beijing Office Beijing Apartment Shenzhen Office Total 2017 $ 139,462 $ 3,632 $ 4,328 $ 147,422 2018 $ 44,555 - - $ 44,555 Thereafter - - - - |
Description of Business and O31
Description of Business and Organization (Details Narrative) | Dec. 31, 2016$ / shares |
Percentage of ownership | 89.00% |
February 11, 2017 [Member] | Equity Transfer Agreement [Member] | |
Sale of stock, price per share | $ 1 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 14, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | |||
Reverse stock split | 1-for-200 | ||
Authorized capital | 120,000,000 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Investment term | 3 years | ||
Allowance for doubtful account | |||
Shipping and handling costs | 480,892 | ||
Advertising costs | |||
Research and development costs | $ 224,433 | $ 178,988 | |
Number of potentially dilutive common stock | 8,872,655 | 126,440,833 | |
Post-reverse split shares | 632,204 | 632,204 | |
Stock based compensation issued or outstanding | |||
Deferred tax assets or liabilities | |||
Potentially dilutive securities issued and outstanding |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings [Member] | Minimum [Member] | |
Property, plant and equipment useful life (In years) | 30 years |
Buildings [Member] | Maximum [Member] | |
Property, plant and equipment useful life (In years) | 35 years |
Machinery And Equipment [Member] | Minimum [Member] | |
Property, plant and equipment useful life (In years) | 5 years |
Machinery And Equipment [Member] | Maximum [Member] | |
Property, plant and equipment useful life (In years) | 10 years |
Automobiles [Member] | |
Property, plant and equipment useful life (In years) | 8 years |
Office Equipment [Member] | Minimum [Member] | |
Property, plant and equipment useful life (In years) | 2 years |
Office Equipment [Member] | Maximum [Member] | |
Property, plant and equipment useful life (In years) | 5 years |
Computer Software [Member] | |
Property, plant and equipment useful life (In years) | 3 years |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Foreign Currency Exchange Rate (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Items, Except For Equity Accounts [Member] | ||
Foreign currency exchange rate, translation | 6.94 | 6.4857 |
Items In The Statements of Comprehensive Loss [Member] | ||
Foreign currency exchange rate, translation | 6.62 | 6.2281 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Working capital deficit | $ 5,729,622 | ||
Accumulated deficit | 19,489,400 | $ 20,324,812 | |
Stockholders' deficiency | 5,601,213 | $ 11,100,454 | $ 11,847,161 |
First Quarter Of 2017 [Member] | |||
Stockholders' deficiency | $ 1,000,000 |
Property, Plant and Equipment36
Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation expense | $ 23,980 | $ 4,352 |
Impairment on long-lived assets | ||
Percentage of property plant and equipment held as collateral to secure | 6.00% | |
Kiwa Bio-Tech Products (Shandong) Co., Ltd. [Member] | ||
Building on piece of land | local government free for 10 years and then for another 20 years on a fee calculated according to Kiwa Shandongs net profit. Since Kiwa Shandong did not generate any net profit, no fee is payable. |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, plant and equipment - total | $ 80,089 | $ 2,117,324 |
Less: accumulated depreciation | (20,311) | (762,791) |
Less: impairment on long-lived assets | (1,351,726) | |
Property, plant and equipment - net | 59,778 | 2,807 |
Buildings [Member] | ||
Property, plant and equipment - total | 1,308,785 | |
Machinery And Equipment [Member] | ||
Property, plant and equipment - total | 595,623 | |
Automobiles [Member] | ||
Property, plant and equipment - total | 85,769 | |
Office Equipment [Member] | ||
Property, plant and equipment - total | 942 | 104,843 |
Furniture [Member] | ||
Property, plant and equipment - total | 8,276 | |
Leasehold Improvement [Member] | ||
Property, plant and equipment - total | 70,871 | |
Computer Software [Member] | ||
Property, plant and equipment - total | $ 22,304 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Nov. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill | $ 34,112 | ||
Legal fee | 30,000 | ||
Government fees | 4,112 | ||
Impairment of goodwill | |||
Acquisition Agreement [Member] | |||
Acquisition entity interest | 100.00% | ||
Acquisition of goodwill | $ 30,000 |
Construction Costs Payable (Det
Construction Costs Payable (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Construction Costs Payable | ||
Construction costs payable | $ 255,539 | $ 273,722 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 24, 2016 | Dec. 14, 2015 | Nov. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||
Ownership interest | 89.00% | |||||
Agreement term | 10 years | |||||
Research and development costs | $ 224,433 | $ 178,988 | ||||
Kiwa-CAU R&D Center [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transation amount | 160,000 | |||||
Research and development costs | 75,528 | 160,563 | ||||
Kiwa-CAU R&D Center [Member] | RMB [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transation amount | 1,000,000 | |||||
CAAS IARRP and IAED Institutes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transation amount | 160,000 | |||||
Research and development costs | 149,176 | $ 18,425 | ||||
CAAS IARRP and IAED Institutes [Member] | RMB [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transation amount | $ 1,000,000 | |||||
Feng Li [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt obligation amount | $ 500,000 | |||||
Aggregate preferred stock subscribed, shares | 250,000 | |||||
Preferred stock subscribed, value | $ 500,000 | |||||
Mr. Wei Li [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of common stock shares issued during the period for repayment of debt | 2,900,000 | 1,000,000 | ||||
Number of common stock issued during the period for repayment of debt | $ 2,879,307 | |||||
Debt instrument, interest rate | 6.00% | |||||
Mr. Wei Li [Member] | RMB [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of common stock shares issued during the period for repayment of debt | 3,200,000 | |||||
Mr. Li [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest | 64.00% | |||||
Yvonne Wang [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate preferred stock subscribed, shares | 250,000 | |||||
Preferred stock subscribed, value | $ 500,000 | |||||
Number of common stock shares issued during the period for repayment of debt | 240,000 | |||||
Number of common stock issued during the period for repayment of debt | $ 240,000 | |||||
Due to related parties | $ 100,798 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due to related parties - non-trade | $ 100,798 | $ 3,166,198 |
Due to related parties - trade | 1,283,215 | 1,143,978 |
Total | 1,384,013 | 4,310,176 |
Mr. Wei Li [Member] | Non-Trade Transaction [Member] | ||
Related Party Transaction [Line Items] | ||
Remaining advances and loans | 2,879,307 | |
Kangtai Xinnong Agriculture Tech (Beijing) Co., Ltd. [Member] | Non-Trade Transaction [Member] | ||
Related Party Transaction [Line Items] | ||
Due to other related party | (12,173) | |
Ms. Yvonne Wang [Member] | Non-Trade Transaction [Member] | ||
Related Party Transaction [Line Items] | ||
Due to employees | 100,798 | 299,064 |
Kiwa-CAU R&D Center [Member] | Trade Transaction [Member] | ||
Related Party Transaction [Line Items] | ||
Due to other related party | 1,122,754 | 1,125,553 |
CAAS IARRP and IAED Institutes [Member] | Trade Transaction [Member] | ||
Related Party Transaction [Line Items] | ||
Due to other related party | $ 160,461 | $ 18,425 |
Unsecured Loans Payable (Detail
Unsecured Loans Payable (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2016USD ($)a | Dec. 31, 2016CNY (¥) | Dec. 31, 2015USD ($) | |
Unsecured Loans Payable [Line Items] | |||
Payments to acquire property, plant, and equipment | $ 79,083 | ||
Zoucheng, Shandong Province [Member] | Minimum [Member] | |||
Unsecured Loans Payable [Line Items] | |||
Commitment to invest in developing manufacturing and research facilities | 18,000,000 | ||
Zoucheng, Shandong Province [Member] | Maximum [Member] | |||
Unsecured Loans Payable [Line Items] | |||
Commitment to invest in developing manufacturing and research facilities | $ 24,000,000 | ||
Shandong Province China [Member] | |||
Unsecured Loans Payable [Line Items] | |||
Area of land | a | 15.7 | ||
Number of years for free use of land right | 10 years | 10 years | |
Fee payable for number of years after free use of land right | $ 77,100 | ||
Payments to acquire property, plant, and equipment | $ 2,000,000 | ||
Shandong Province China [Member] | RMB [Member] | |||
Unsecured Loans Payable [Line Items] | |||
Fee payable for number of years after free use of land right | ¥ | ¥ 480,000 |
Unsecured Loans Payable - Sched
Unsecured Loans Payable - Schedule of Unsecured Loans Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Unsecured Loans Payable [Line Items] | ||
Unsecured loans payable | $ 1,655,343 | $ 1,773,131 |
Zoucheng Municipal Government [Member] | ||
Unsecured Loans Payable [Line Items] | ||
Unsecured loans payable | 1,269,880 | 1,387,668 |
Zoucheng Science Technology Bureau [Member] | ||
Unsecured Loans Payable [Line Items] | ||
Unsecured loans payable | $ 385,463 | $ 385,463 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Jun. 29, 2006 | Dec. 31, 2016 | Dec. 31, 2015 |
6% Notes [Member] | Intellectual Property [Member] | |||
Pledged assets, not separately reported, other | $ 592,901 | ||
Impairment of intangible assets, finite-lived | 179,897 | ||
Firs Trust Group Inc [Member] | |||
Accrued interest expense | 22,977 | $ 22,538 | |
Interest payable | 183,361 | 160,762 | |
Accrued penalty | $ 77,575 | $ 72,152 | |
Firs Trust Group Inc [Member] | 6% Notes [Member] | |||
Percentage of secured convertible notes issued | 6.00% | ||
Notes beard interest | 6.00% | ||
Debt instruments maturity date | Jun. 29, 2009 | ||
Interest rate increased | 15.00% | ||
Percentage of conversion price | 6.00% | ||
Percentage of discount to average of trading price | 40.00% | ||
Maximum percentage of affiliates to hold outstanding common stock | 4.99% | ||
Debt instruments face amount | $ 120,000 | ||
Percentage of equal shares purchaser entitled to multiplied by market price for each day | 2.00% | ||
Percentage of stock issuable upon full conversion of notes and warrants | 110.00% |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | May 29, 2007 | Dec. 31, 2016 | Dec. 31, 2015 |
Promissory note | $ 360,000 | $ 360,000 | |
Post-reverse split shares | 632,204 | 632,204 | |
Accrued interest expense | $ 90,000 | $ 90,000 | |
Unrelated Individual [Member] | |||
Promissory note | $ 360,000 | ||
Note interest rate | 18.00% | ||
Note maturity date | Jul. 27, 2007 | ||
Note default rate | 25.00% | ||
Investlink (China) Limited [Member] | |||
Note is secured by pledge shares of common stock | 6,178,336 | ||
Post-reverse split shares | 30,892 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Nov. 15, 2016 | Dec. 14, 2015 | Aug. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Issuance of shares of preferred stock as debt cancellation | $ 3,391,609 | $ 1,000,000 | ||||
Stock issued during period | $ 859,659 | |||||
Stock issued during period, cash, shares | 1,650,000 | |||||
Share issued price per share | $ 0.8 | |||||
Stock issued during period cash | $ 1,320,000 | |||||
Common stock subscription received | 759,659 | |||||
Common stock subscription receivable | $ 560,341 | |||||
Stock issued for services | 1,711,808 | |||||
Stock issued for services, value | $ 254,250 | |||||
Two Related Party Individuals [Member] | ||||||
Issuance of shares of preferred stock as debt cancellation, shares | 500,000 | |||||
Issuance of shares of preferred stock as debt cancellation | $ 1,000,000 | |||||
Mr. Li And Ms. Wang [Member] | ||||||
Issuance of shares of preferred stock as debt cancellation, shares | 3,140,000 | |||||
Issuance of shares of preferred stock as debt cancellation | $ 3,141,000 | |||||
Jimmy Zhou [Member] | ||||||
Stock issued during period | $ 101,947 | |||||
Extinguishment of debt | $ 50,974 | |||||
Accredited Investor [Member] | Private Offering [Member] | ||||||
Stock issued during period | $ 125,000 | |||||
Warrant purchase | 300,000 | |||||
Exercise Price of Warrants | $ 3 | |||||
Warrant term | Nov. 15, 2021 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - 2004 Stock Incentive Plan [Member] | Dec. 12, 2006shares |
Stock options granted during the period | 2,000,000 |
Number of post reverse split shares | 10,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares, Outstanding, beginning | 6,163 | 6,163 |
Number of shares, Exercised | ||
Number of shares, Expired | 6,163 | |
Number of shares, Forfeited | ||
Number of shares, Outstanding, ending | 6,163 | |
Number of shares, Exercisable, ending | ||
Weighted-Average Exercise Price Per Shares, Outstanding, beginning | $ 35 | $ 35 |
Weighted-Average Exercise Price Per Shares, Exercised | ||
Weighted-Average Exercise Price Per Shares, Expired | 35 | |
Weighted-Average Exercise Price Per Shares, Forfeited | ||
Weighted-Average Exercise Price Per Shares, Outstanding, ending | 35 | |
Weighted-Average Exercise Price Per Shares, Exercisable, ending | ||
Aggregate Intrinsic Value, outstanding, beginning | ||
Aggregate Intrinsic Value, Outstanding, ending | ||
Aggregate Intrinsic Value, Exercisable, ending | ||
Weighted-Average Contractual Life Remaining Years, Outstanding, beginning | 1 year | 2 years |
Weighted-Average Contractual Life Remaining Years, Outstanding, ending | 0 years | 1 year |
Weighted-Average Contractual Life Remaining Years, Exercisable, ending | 0 years | 0 years |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 25.00% | |
Operating loss carry forwards | $ 3,500,000 | $ 8,000,000 |
Unrecognized tax benefits | ||
Interest or penalties | ||
Provision for interest and penalties |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of U.S. Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax income (loss) | $ 1,389,576 | $ (677,358) |
U.S. federal corporate income tax rate | 34.00% | 34.00% |
Income tax computed at U.S. federal corporate income tax rate | $ 472,456 | $ (230,302) |
Rate differential for PRC earnings | (139,923) | 22,439 |
Change of valuation allowance | 301,813 | 171,993 |
Non-deductible expenses | (208,066) | 35,870 |
Effective tax expense | $ 426,280 |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating losses carried forward | $ 3,475,563 | $ 3,398,402 |
Less: Valuation allowance | (3,475,563) | (3,398,402) |
Net deferred tax assets |
Commitments and Contingencies52
Commitments and Contingencies (Details Narrative) | Apr. 29, 2016USD ($) | Apr. 29, 2016CNY (¥) | Nov. 05, 2015CNY (¥) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2016CNY (¥) |
Two Institutes In China [Member] | RMB [Member] | |||||
Related party transaction, amounts of transaction | ¥ | ¥ 1,000,000 | ||||
CAAS IARRP and IAED Institutes [Member] | |||||
Related party transaction, amounts of transaction | $ 160,000 | ||||
Description of related party transaction | The term of the Agreement is for three years beginning November 20, 2015. | The term of the Agreement is for three years beginning November 20, 2015. | |||
CAAS IARRP and IAED Institutes [Member] | RMB [Member] | |||||
Related party transaction, amounts of transaction | $ 1,000,000 | ||||
February 11, 2017 [Member] | Equity Transfer Agreement [Member] | |||||
Sale of stock, price per share | $ / shares | $ 1 | ||||
Zoucheng, Shandong Province [Member] | |||||
Investment owned, at cost | $ 1,910,000 | ||||
Zoucheng, Shandong Province [Member] | Minimum [Member] | |||||
Commitment to investment | 18,000,000 | ||||
Zoucheng, Shandong Province [Member] | Maximum [Member] | |||||
Commitment to investment | 24,000,000 | ||||
Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | Office Lease Agreement [Member] | |||||
Payments for Rent | $ 11,622 | ||||
Lease term | 2 years | 2 years | |||
Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | Apartmen tLease [Member] | November 11, 2017 [Member] | |||||
Payments for Rent | $ 896 | ||||
Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | RMB [Member] | Office Lease Agreement [Member] | |||||
Payments for Rent | ¥ | ¥ 77,867 | ||||
Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | November 11, 2017 [Member] | RMB [Member] | Apartmen tLease [Member] | |||||
Payments for Rent | ¥ | ¥ 6,000 | ||||
Lease term | 1 year | 1 year | |||
Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | March 1, 2017 [Member] | |||||
Payments for Rent | $ 4,320 | ||||
Lease term | 1 year | 1 year | |||
Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | RMB [Member] | Office Lease Agreement [Member] | March 1, 2017 [Member] | |||||
Payments for Rent | ¥ | ¥ 29,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Lease Payments (Details) | Dec. 31, 2016USD ($) |
2,017 | $ 147,422 |
2,018 | 44,555 |
Thereafter | |
Beijing Office [Member] | |
2,017 | 139,462 |
2,018 | 44,555 |
Thereafter | |
Beijing Apartment [Member] | |
2,017 | 3,632 |
2,018 | |
Thereafter | |
Shenzhen Office [Member] | |
2,017 | 4,328 |
2,018 | |
Thereafter |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 15, 2017 | Feb. 11, 2017 |
Junwei Zheng [Member] | ||
Sale of stock, consideration received on transaction | $ 1,000,000 | |
Sale of stock, number of shares issued in transaction | 1,000,000 | |
Sale of stock, price per share | $ 1 | |
Equity Transfer Agreement [Member] | Dian Shi Cheng Jing (Beijing) Technology Co. ("Transferee") [Member] | RMB [Member] | ||
Foreign currency translation adjustment, description | The Company transferred all of its right, title and interest in Kiwa Bio-Tech Products (Shandong) Co., Ltd. (Shandong) to the Transferee for the RMB equivalent of US$1.00. | |
Assets assumed | $ 14,057,713 | |
Liabilities assumed | $ 59,446,513 |