Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Nov. 22, 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 amended Form 10-K replaces the previously-filed Form 10-K which was filed on April 17, 2017. This Report incorporates a re-audit of the Companys Financial Statements comprising the consolidated balance sheet of Kiwa Bio-Tech Products Group Corporation and its subsidiaries as of December 31, 2016, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for the year ended December 31, 2016. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,557,238 | ||
Entity Common Stock, Shares Outstanding | 12,543,719 | ||
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 | $ 476 |
Accounts receivable | 1,122,754 | |
Prepaid expenses | 1,417,554 | |
Deposit and other receivable | 38,897 | 33,920 |
Advance to suppliers | 1,880,044 | |
Current assets of discontinued operation | 16,585 | |
Total current assets | 4,472,718 | 50,981 |
Property, plant and equipment - net | 55,319 | |
Rent deposit | 34,519 | |
Due from related party - non-trade | 1,522,434 | 12,173 |
Total non-current assets | 1,612,272 | 12,173 |
Total assets | 6,084,990 | 63,154 |
Current liabilities | ||
Accounts payable | 1,073,094 | |
Due to related parties | 261,259 | 3,196,796 |
Convertible notes payable | 150,250 | 150,250 |
Notes payable | 360,000 | 360,000 |
Salary payable | 1,154,921 | 1,061,492 |
Income Taxes payable | 414,970 | |
Interest payable | 1,524,988 | 1,334,814 |
Other payables and accruals | 924,875 | 415,389 |
Liabilities of discontinued operation | 4,464,685 | 4,644,867 |
Total current liabilities | 10,329,042 | 11,163,608 |
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 | 15,234,878 | 9,490,837 |
Statutory Reserve | 127,473 | |
Accumulated deficit | (19,561,255) | (20,324,812) |
Accumulated other comprehensive loss | (54,377) | (268,979) |
Total shareholders' deficiency | (4,244,052) | (11,100,454) |
Total liabilities and shareholder's deficiency | $ 6,084,990 | $ 63,154 |
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 Oper
Consolidated Statements of Operations and Comprehensive Income / (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 9,620,929 | |
Cost of goods sold | (7,199,888) | |
Gross profit | 2,421,041 | |
Operating expenses | ||
Research and development expenses | 149,176 | 18,425 |
Selling expenses | 530,346 | |
General and administrative expenses | 868,793 | 224,916 |
Total operating expenses | 1,548,315 | 243,341 |
Income (loss) from operations | 872,726 | (243,341) |
Other income/(expense), net | ||
Trademark license income - related party | 786,329 | |
Interest expense | (190,552) | (184,690) |
Other expense | (2,091) | |
Total other income/(expense), net | 593,686 | (184,690) |
Income (Loss) from continuing operations before income taxes | 1,466,412 | (428,031) |
Income tax | (424,911) | |
Income (loss) from continuing operations | 1,041,501 | (428,031) |
Discontinued operations: | ||
Loss from discontinued operations, net of taxes | (150,471) | (249,327) |
Net income (loss) | 891,030 | (677,358) |
Other comprehensive income | ||
Foreign currency translation adjustment | 214,602 | 424,065 |
Total comprehensive income (loss) | $ 1,105,632 | $ (253,293) |
Earnings per share - Basic: | ||
Income (loss) from continuing operations | $ 0.2 | $ (0.22) |
Loss from discontinued operations | (0.03) | (0.12) |
Net income (loss) | 0.17 | (0.34) |
Earnings per share - Diluted: | ||
Income (loss) from continuing operations | 0.1 | (0.22) |
Loss from discontinued operations | (0.01) | (0.12) |
Net income (loss) | $ 0.09 | $ (0.34) |
Weighted average number of common shares outstanding - basic | 5,162,394 | 2,000,000 |
Weighted average number of common shares outstanding - diluted | 10,584,848 | 2,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in 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 services | $ 1,711 | |
Issuance of common shares for consulting services, shares | 1,710,808 | |
Net income/loss | ||
Appropriation to statutory reserve | ||
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 services | ||
Net income/loss | ||
Appropriation to statutory reserve | ||
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 | 868,722 | |
Issuance of common shares for Liabilities settlement | 3,188,730 | |
Issuance of common shares for consulting services | 1,686,589 | |
Net income/loss | ||
Appropriation to statutory reserve | ||
Foreign currency translation adjustment | ||
Balance | 15,234,878 | 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 services | ||
Net income/loss | ||
Appropriation to statutory reserve | 127,473 | |
Foreign currency translation adjustment | ||
Balance | 127,473 | |
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 services | ||
Net income/loss | 891,030 | (677,358) |
Appropriation to statutory reserve | (127,473) | |
Foreign currency translation adjustment | ||
Balance | (19,561,255) | (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 services | ||
Net income/loss | ||
Appropriation to statutory reserve | ||
Foreign currency translation adjustment | 214,602 | 424,065 |
Balance | (54,377) | (268,979) |
Balance | (11,100,454) | (11,847,161) |
Issuance of 500,000 shares of preferred stock as debt cancellation on December 14, 2015 | 1,000,000 | |
Issuance of common shares for cash | $ 870,497 | |
Issuance of common shares for cash, shares | 3,141,000 | |
Issuance of common shares for Liabilities settlement | $ 3,191,973 | |
Issuance of common shares for consulting services | $ 1,688,300 | |
Issuance of common shares for consulting services, shares | 1,710,808 | |
Net income/loss | $ 891,030 | (677,358) |
Appropriation to statutory reserve | ||
Foreign currency translation adjustment | 214,602 | 424,065 |
Balance | $ (4,244,052) | $ (11,100,454) |
Consolidated Statements of Cha6
Consolidated Statements of Changes in 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 flow from continuing operating activities: | ||
Net income (loss) | $ 891,030 | $ (677,358) |
Net loss from discontinued operations, net of taxes | 150,471 | 249,327 |
Net income (loss) from continuing operations | 1,041,501 | (428,031) |
Adjustments to reconcile net loss to net cash used in continuing operating activities: | ||
Depreciation | 21,246 | |
Bad debt | 55,240 | |
Accrued interest | 190,552 | 184,690 |
Consulting fee paid by issuance of common shares | 288,250 | |
Changes in continuing operating assets and liabilities: | ||
Accounts receivable | (1,229,249) | |
Other receivables | (27,688) | (33,921) |
Due from related parties - Trade | (1,591,935) | |
Advance to suppliers | (1,962,446) | |
Prepaid expenses | 15,846 | |
Rent deposit | (36,095) | |
Account payable | 1,122,082 | |
Salary payable | 93,860 | 105,500 |
Income tax payable | 433,914 | |
Due to related parties - Trade | 142,036 | 18,425 |
Other payable and accruals | 533,914 | 4,202 |
Net cash used in continuing operating activities | (908,972) | (149,135) |
Net cash provided by discontinued operations | 245 | 1,099 |
Net cash used in operating activities | (908,727) | (148,036) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (79,083) | |
Net cash used by continuing investing activities | ||
Net cash used by discontinued operations | ||
Net cash used by investing activities | (79,083) | |
Cash flows from financing activities: | ||
Proceeds from related parties | 139,085 | 148,009 |
Proceeds from sale of common stock | 870,497 | |
Net cash provided by continuing financing activities | 1,009,582 | 148,009 |
Net cash provided by discontinued operations | ||
Net cash provided by financing activities | 1,009,582 | 148,009 |
Effect of exchange rate change | (8,779) | (43) |
Cash and cash equivalents: | ||
Net increase (decrease) | 12,993 | (70) |
Balance at beginning of year | 476 | 546 |
Balance at end of year | 13,469 | 476 |
SUPPLEMENTARY DISCLOSURES OF CASH FLOW FOR NON-CASH TRANSACTION: | ||
Issuance of common stock for debts settlement | 3,191,974 | 1,000,000 |
Issuance of common stock for consulting services | 1,688,300 | |
SUPPLEMENTARY DISCLOSURE: | ||
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 RMB $1.00. On April 12, 2017, the government processing of transfer has been completed. Currently, the Company mainly operates its business through its subsidiaries Kiwa Baiao Bio-Tech (Beijing) Co., Ltd. (“Kiwa Beijing”), which was acquired in January, 2016 and rename to Kiwa Baiao Bio-Tech (Beijing) Co., Ltd. from Oriental Baina Co., Ltd. in February, 2016, Kiwa Bio-Tech Products (Shenzhen) Co., Ltd. (“Kiwa Shenzhen”), which was incorporated in China in November, 2016 and Kiwa Bio-Tech Products (Hebei) Co., Ltd. (“Kiwa Hebei”), which was incorporated in December, 2016. In July, 2017, the Company established Kiwa Bio-Tech Asia Holding (Shenzhen) Ltd. (“Kiwa Asia”) to be the direct holding company of Kiwa Beijing, Kiwa Shenzhen and Kiwa Hebei. The Company established Inner Mongolia Jing Nong Investment & Management, Ltd. (“Kiwa Jing Nong”) in August 2017. 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 These consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, Kiwa BVI, Hong Kong Baina Group Holding Company, Kiwa Beijing, Kiwa Shandong, Kiwa Shenzhen and Kiwa Hebei. All significant inter-company balances or transactions are eliminated on consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates include the valuation of securities issued, deferred tax assets and related valuation allowance. 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 consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is excluded from cash and cash equivalents. Accounts receivable and allowance for doubtful accounts Accounts receivable represent customer accounts receivables. 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. Such allowances, if any, would be recorded in the period the impairment is identified. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Uncollectible accounts receivables are charged against the allowance for doubtful accounts when all reasonable efforts to collect the amounts due have been exhausted. Inventory Inventories are stated at the lower of cost, determined on the weighted average method, and net realizable value. Work in progress and finished goods are composed of direct material, direct labor and a portion of manufacturing overhead. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to complete and dispose. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of property, plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repair and maintenance costs are expensed as incurred. 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 Leasehold improvement The shorter of the lease term and its useful life Impairment of Long-Lived Assets The Company’s long-lived assets consist of property and equipment. The Company evaluates its investment in long-lived assets for recoverability whenever events or changes in circumstances indicate the net carrying amount may not be recoverable. Judgments regarding potential impairment are based on legal factors, market conditions and operational performance indicators, among others. In assessing the impairment of property and equipment, the Company makes assumptions regarding the estimated future cash flows and other factors to determine the fair value of the respective assets. 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. Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives its revenues from sales contracts with its customers with revenues being recognized 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. Income Taxes The Company accounts for income taxes under the provisions of FASB ASC Topic 740, “Income Tax,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation when it is more likely than not that the assets will not be recovered. 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. Stock Based Compensation The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Under FASB ASC Topic 718 and FASB ASC Subtopic 505-50, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received. Foreign Currency Translation and Other Comprehensive Income The Company uses United States dollars (“US Dollar” or “US$” or “$”) for financial reporting purposes. However, the Company maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the primary currency of the economic environment in which its operations are conducted. In general, the Company translates its assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of comprehensive loss and the statement of cash flow are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated 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 6.9472 6.4857 Years ended December 31, 2016 2015 Items in the statements of comprehensive loss 6.6418 6.2281 Net Loss Per Common Share Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income 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. 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 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 Cash Flow 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 May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015, and approved in July 2015, Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December IS, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. 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. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (ASU 2017-09), Compensation — Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 which will become effective for annual periods beginning after December 15, 2017 and for interim periods within those annual periods, is not expected to have any impact on the Company’s financial statement presentation or disclosures. In July 2017, the FASB issued Accounting Standards Update No. 2017-11 (ASU 2017-11), Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The adoption of ASU 2017-11 which will become effective for annual periods beginning after December 15, 2018 and for interim periods within those annual periods. The Company elected to early adopt ASU 2017-11 when preparing these financial statements for the year ended December 31, 2016. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
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 $5,856,324, had an accumulated deficit of $19,561,255, and stockholders’ deficiency of $4,244,052. 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 Company has assessed its ability to continue as a going concern for a period of one year from the date of the issuance of these financial statements. The management of the Company already raised additional equity for approximately $3,115,031 and $941,779 convertible debts during the period ended on September 30, 2017. Though the Company is generating additional revenue while seeking additional equity financing, we do not have enough cash to support the operation in the one year from the date of the issuance of these financial statements. To the extent that we are unable to successfully raise the capital necessary to fund our future cash requirements on a timely basis and under acceptable terms and conditions, we may not have sufficient liquidity to maintain operations and repay our liabilities for the next twelve months. As a result, the Company may be unable to implement its current plans for expansion, repay its debt obligations or respond to competitive pressures, any of which would have a material adverse effect on its business, prospects, financial condition and results of operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Reclassification of Prior Year
Reclassification of Prior Year Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Reclassification Of Prior Year Presentation | |
Reclassification of Prior Year Presentation | 4. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. In fourth quarter fiscal 2016, the Company initiated the process of selling Kiwa Shandong to an unrelated third party company. The Company assessed that all the criteria required for the classification of Kiwa Shandong have been met as at December 31, 2016. As a result, the consolidated balance sheets at December 31, 2016 and 2015 reflected the assets and liabilities of Kiwa Shandong business segment as a discontinued operation (See Note 19). This change in classification does not materially affect previously reported consolidated cash flows and had no effect on the previously reported consolidated statement of operations for the years ended December 31, 2016 and 2015. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 5. Accounts Receivable, net Accounts receivable consisted of the following: December 31, 2016 December 31, 2015 Accounts receivable $ 1,177,994 $ - Less: Allowance for doubtful debt (55,240 ) - Accounts receivable, net $ 1,122,754 $ - |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses | |
Prepaid Expenses | 6. Prepaid Expenses Prepaid expenses consisted of the following: Notes December 31, 2016 December 31, 2015 Prepaid office rent $ 12,504 $ - Prepaid government filing expense 5,000 - Prepaid consulting expenses (1) 1,400,050 - $ 1,417,554 $ - (1) Prepaid consulting expenses The Company issued a total of 1,710,808 shares of common stock to three consulting companies for investor relation consulting services, one individual for financing service and three individuals for the growth and development strategy consulting service in China, which represents the amount of $1,688,300 based on quoted price at issuance. Pursuant to the indemnification terms of the services agreements, the Company has the rights to demand the full services being accomplished as scheduled during the service period and to enforce the consultants to pay pro-rata penalties if the consultants do not fulfill the contract services within the services periods. As of December 31, 2016, the Company evaluated the performance of the consultants and concluded all the contracts were on schedule of delivery. The Company recorded the prepaid consulting expenses totally $1,688,300 and amortized the consulting fee over the service periods per agreements based on the progress of services delivered. For the year ended December 31, 2016, the amortization of consulting expense was $288,250. |
Advance to Suppliers
Advance to Suppliers | 12 Months Ended |
Dec. 31, 2016 | |
Advance To Suppliers | |
Advance to Suppliers | 7. Advance to suppliers Since currently the Company does not have manufacturing facility, it has contracted with several third parties to produce fertilizer products. Pursuant to the agreements entered by the Company and those third-party companies, the Company was required to make partially prepayments in advance of purchase or completion of productions. As of December 31, 2016 and December 31, 2015, such advance to suppliers was $ 1,880,044 and $ - 0 -, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment, net consisted of the following: December 31, 2016 December 31, 2015 Property, Plant and Equipment Office equipment $ 896 $ - Furniture 7,838 - Leasehold improvement 66,896 - Property, plant and equipment - total 75,630 - Less: accumulated depreciation (20,311 ) - Property, plant and equipment - net $ 55,319 $ - Depreciation expense was $21,246 and $ - 0 - for the years ended December 31, 2016 and 2015, respectively. |
Salary Payable
Salary Payable | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Salary Payable | 9. Salary payable There were $1,145,492 and $1,061,492 as at December 31, 2016 and December 31, 2015, respectively, among the balance of salary payable which were due to the former Chairman of the Board and CEO Mr. Li, and the current Chairman of the Board and CEO Ms. Wang. Mr. Li was the Chairman of the Board until November 2015 and was the Chief Executive Officer of the Company until July 2015. No salary was paid to Mr. Li during his service period. Ms. Wang served as Chairman of the Board since November 2015 and served as CEO since August 2016. No salary was paid to Ms. Wang since December 2015. The Company expects to be in negotiations with both parties to settle these obligations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Amounts due from related parties consisted of the following as of December 31, 2016 and 2015: Item Nature Notes December 31, 2016 December 31, 2015 Kangtai Xinnong Agriculture Tech (Beijing) Co., Ltd. (“Kangtai”) Non-trade (1) $ - $ 12,173 Kangtan Gerui (Beijing) Bio-Tech Co., Ltd. (“Gerui”) Non-trade (2) 1,522,434 - Total $ 1,522,434 $ 12,173 (1) Kangtai Kangtai is a private company and is 64% owned by Mr. Wei Li, who is also the Chairman of Kangtai. (2) Gerui Ms. Feng Li, a member of the Company’s board of directors and shareholder of the Company (Ms. Li held approximately 20% of the Company’s Common Stock and 50% of the Company’s Series A Preferred Stock), is also a 23% shareholder of Gerui. For the year ended December 31, 2016, the Company reported other receivable due from Gerui of $1,522,435. According to the agreement between the Company and Gerui, all the balances will be paid off before June 30, 2018. The Company has collected RMB 4,160,000 (approximately $611,154) from Gerui as of the date of issuance of the consolidated financial statements. The management has determined that no allowance for doubtful debts was necessary. For the ended December 31, 2016, the Company recognized right-to-use trademark income of $786,329 from Gerui, which has been fully collected and realized during the year ended December 31, 2016. 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 Ms. Yvonne Wang (“Ms. Wang”) Non-trade (2) 100,798 299,064 Subtotal 100,798 3,178,371 CAAS IARRP and IAED Institutes Trade (3) 160,461 18,425 Subtotal 160,461 18,425 Total amount due to related parties $ 261,259 $ 3,196,796 (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. 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 in lieu of the cancellation of debt of an aggregate of $2,900,000, which included personal loans of $2,879,307 Kiwa Shandong owed to Mr. Li and salary payable of $20,693. 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% Convertible Notes (See Note 11). (2) Ms. Wang Effective November 20, 2015, the Company appointed Ms. Wang as the Chairman of the Board and 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 agreed 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. During the year ended December 31, 2016, Ms. Wang paid various expenses on behalf of the Company. As of December 31, 2016, the amount due to Ms. Wang was $100,798. (3) 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 that began on November 20, 2015 and ends on November 19, 2018. 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. Professor Yong Chang Wu, the authorized representative of CAAS IARRP, 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. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 11. Convertible Notes Payable On June 29, 2006, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with six institutional investors (collectively, the “Purchasers”) for the issuance and sale of 6% secured convertible notes, due three years from the date of issuance, in the aggregate principal amount of $2,450,000 (the “6% Convertible Notes”), convertible into shares of the Company’s common stock. On August 12, 2013, the Company, entered into a Settlement Agreement and Release (the “Release”) with the holders (the “Holders”) of the “6% Convertible Notes” in the aggregate principal amount of $2,000,000. Pursuant to the terms of the Release, the Company paid the Holders $75,000 for a full release, including the forgiveness of past defaults of unpaid principal amounts, interests and penalties. During the course of the time, certain notes had been converted as well. On March 18, 2008, FirsTrust Group, Inc. (“FirsTrust”) purchased the three remaining 6% Convertible Notes, totaling $168,000 ($59,100, $50,400 and $59,100 respectively), from Nite Capital, one of the six institutional investors which purchased a total of $300,000 of the Note in three tranches ($105,000, $90,000, $105,000 respectively), for a cash payment of $100,000. After the Release and conversion, FirsTrust is the only holder of the outstanding 6% Convertible Note with outstanding principal amount of $150,250. On June 29, 2009, the 6% Notes were due. The Company informed the Purchasers of its inability to repay the outstanding balance on the due date. Therefore, the 6% Notes are in default and the default interest rate of 15% per annum is being charged on the 6% Notes. The conversion price of the Notes is based on a 40% discount to the average of the lowest three days 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 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. The Company has elected to early adopt the guidance in ASU 2017-11. As a result, the Company has concluded that the conversion feature of the Notes is indexed to its own stock and would be classified and recorded as equity. The Company retrospectively applied the guidance to the above Notes and determined that the impact of the conversion feature for the above Notes is immaterial. The Company also incurs a financial liquidated damages 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 any 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 Purchase Agreement, the Company has accrued the amounts of $77,575 and $72,152 for liquidated damages for the years ended December 31, 2016 and 2015, respectively. The Company also accrued $22,977 and $22,538 for interest at the rate of 15% per annum for the years ended December 31, 2016 and 2015, respectively. The total 15% interest accrued was $183,361 and $160,762 at December 31, 2016 and 2015, respectively. The total accrued liquidated damages were $482,327 and $404,752 at December 31, 2016 and 2015, respectively. The Company’s obligations under the Notes are secured by a first priority security interest in the Company’s intellectual property pursuant to an Intellectual Property Security Agreement with the Holders. 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% Convertible Notes. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note Payable | 12. Note payable On May 29, 2007, the Company issued a $360,000 promissory note (the “Promissory Note”) to an unrelated individual (the “Original Note holder”). This note bears interest at 18% per annum and was 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 shares of the Company’s common stock owned by Investlink (China) Limited (the “Pledged Shares”). The Company accrued $90,000 and $90,000 interest expense on note payable for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, the Original Note holder informed the Company that all right, title and interests in the Promissory Note has been assigned and transferred to FirsTrust. As of December 31, 2016, all of $360,000 of Promissory Note to FirsTrust is still outstanding, and total accrued interest of the Promissory Note is $ 859,300. The Company has begun preliminary discussion with FirsTrust with regard to a potential settlement of the Note, but no agreement has been reached yet. |
Other Payable and Accruals
Other Payable and Accruals | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Payable and Accruals | 13. Other payable and accruals Other payable consisted of the following: Notes December 31, 2016 December 31, 2015 Stock subscription proceeds received in advance (1) $ 460,617 $ - Investment received in advance (2) 79,168 - Accrued expenses 385,090 415,389 $ 924,875 $ 415,389 (1). The Company received RMB 3.2 million in 2016 from two unrelated potential investors, which was approximately $460,617 and the investment agreements have not been finalized yet. (2). The Company received the investment funds in advance in 2016 from Mr. Geng Liu, which amount was approximately $79,168. Subsequently on January 17, 2017, the Company entered a Convertible Note Agreement with Mr. Geng. The note bears interest at 15% per annum and will mature on January 16, 2018. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficiency | 14. Stockholders’ Deficiency Preferred stock 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. Reverse Split On January 14, 2016, the Company filed a Certificate of Amendment of its Certificate of Incorporation with the State of Delaware with reference to a 1-for-200 reverse stock split with respect to its Common Stock with effective date of January 28, 2016. In connection with the reverse split, the Company’s authorized capital was amended to be 120,000,000 shares, comprising 100,000,000 shares of Common Stock par value $0.001 and 20,000,000 shares of Preferred Stock par value $0.001. All relevant information relating to numbers of shares and per share information have been retrospectively adjusted to reflect the reverse stock split for all periods presented. Common stock During the year ended December 31, 2016, the Company issued 1,650,000 common shares to sixteen individuals residing in China for net proceeds of $770,497. 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 for net proceeds of $100,000. The Company has determined the burfication of the issued warrants has no impact on the accounting of the common stock and additional paid in capital. During the year ended December 31, 2016, the Company issued 2,900,000 Common shares and 240,000 Common shares, respectively, to Mr. Wei Li and Ms. Wang in lieu of the cancellation of debt of an aggregate of $3,140,000, The Company issued 101,947 common shares to former chief executive officer to settle compensation payable for $50,974. As both Mr. Wei Li and Ms. Wang are shareholders of the Company, the Company concluded there should be no gain or loss recorded for the debt cancellation. The Company also issued 1,000 common shares to an attorney to settle legal fee payable for $1,000. The Company concluded the impact of the fair value measurement of the shares issued for exchange of debt is immaterial. During the year ended December 31, 2016, the Company entered into seven consulting agreements and issued 1,710,808 shares of common stocks to consultants for financing, investor relation, and business development services based on market price of the shares at the transaction dates. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 15. 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. 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. 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 - - $ - - |
Statutory Reserves
Statutory Reserves | 12 Months Ended |
Dec. 31, 2016 | |
Statutory Reserves | |
Statutory Reserves | 16. Statutory Reserves The Company’s subsidiaries in China are required to make appropriations to reserve funds, comprising the statutory surplus reserve, statutory public welfare fund and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (the “PRC GAAP”). Appropriation to the statutory surplus reserve should be at least 10% of the after tax net income determined in accordance with the PRC GAAP until the reserve is equal to 50% of the entities’ registered capital or members’ equity. In accordance with the Chinese Company Law, the Company allocated 10% of income after taxes to the statutory surplus reserve the year ended December 31, 2016, statutory reserve activity is as follows: Balance – January 1, 2016 $ - Addition to statutory reserve in 2016 127,473 Balance – December 31, 2016 127,473 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 17. Income Tax In accordance with the current tax laws in the U.S., the Company is subject to a corporate tax rate of 34% on its taxable income. No provision for taxes is made for U.S. income tax for the years ended December 31, 2016 and 2015 as it has no taxable income in the U.S. In accordance with the current tax laws in China, Kiwa Shandong, Kiwa Beijing, Kiwa Shenzhen and Kiwa Hebei is subject to a corporate income tax rate of 25% on its taxable income. 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. Kiwa Shenzhen and Kiwa Hebei has not provided for any corporate income taxes since it had no taxable income for the years ended December 31, 2016. For the year ended December 31, 2016, Kiwa Beijing recorded income tax provision for RMB 2,822,160 or approximately $424,911. 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 from continuing operation 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) from continuing operation $ 1,466,412 $ (428,031 ) U.S. federal corporate income tax rate 34 % 34 % Income tax computed at U.S. federal corporate income tax rate 498,580 (145,530 ) Reconciling items: Rate differential for PRC earnings (152,968 ) - Change of valuation allowance 275,767 109,660 Effect of tax exempted income in BVI (196,468 ) 35,870 Effective tax expense $ 424,911 $ - The Company had deferred tax assets from continuing operation as follows: December 31, 2016 December 31, 2015 Net operating losses carried forward by parent Company in the US $ 2,555,064 $ 2,279,297 Less: Valuation allowance (2,555,064 ) (2,279,297 ) Net deferred tax assets $ - $ - As of December 31, 2016 and 2015, the Company had approximately $7.3 million and $6.7 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. 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies The Company has the following material contractual obligations: (1) 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 and will expire on November 19, 2018. However, the Company is only liable for the annual funds to be provided to the extent of the contract obligations performed by CAAS IARRP and IAED, and the agreement is terminable before the three years’ commitment date based on negotiations of both parties. (2) Lease payments (1) On March 21, 2016, Kiwa Baiao Bio-Tech (Beijing) Co., Ltd. entered an office lease agreement with two-year team. Monthly lease payment fee totaled RMB 68,133 or approximately USD $10,536. (2) On November 20, 2016, 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. This lease was terminated on May 31, 2017 upon mutual agreement. (3) On 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. (4) On June 20, 2017, Kiwa Bio-Tech (Shenzhen) Co., Ltd, a newly established subsidiary entered an office lease agreement with two-year term. Monthly lease payment is RMB 117,221 or approximately of USD $17,213 for the first year and RMB 124,254 or approximately of USD $18,245 for the second year. And the previous lease agreement terminated automatically since the landloard is the same one. (5) On May 5, 2017, Kiwa Bio-Tech Products Group Corporation entered an office lease agreement with 13 months term. Monthly lease payment totaled USD $680. (6) On July 1, 2017, Kiwa Bio-Tech Products Group Corporation entered an office lease agreement with one-year term. Monthly lease payment totaled USD $1,087. (7) On July 4, 2017, Kiwa Bio-Tech (Hebei) Co., Ltd, a newly established subsidiary entered an office lease agreement with one-year term. Monthly lease payment is RMB 2,000 or approximately of USD $301. The future lease payments at December 31, 2016 are summarized below. 2017 $ 269,195 2018 $ 260,851 2019 $ 107,313 Thereafter $ - Total minimum lease payment 637,359 |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operation | 19. Discontinued Operation The Company initiated the process of selling Kiwa Shandong to an unrelated third party company at the end of 2016. The Company assessed that all the criteria required for the classification of Kiwa Shandong as held for sale have been met as at December 31, 2016. As a result, the consolidated balance sheets at December 31, 2016 and 2015 reflected the assets and liabilities of Kiwa Shandong business segment as a discontinued operation. 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 1.00. The government processing of the transaction has been completed on April 12, 2017. This transaction was completed and effective on April 12, 2017. The following table summarizes the assets and liabilities of the discontinued operation, excluding intercompany balances eliminated in consolidation, at December 31, 2016 and 2015, respectively: December 31, 2016 2015 Assets held for sale: Cash - 245 Other receivables - 13,533 Property, Plant and Equipment Buildings 1,308,785 1,308,785 Machinery and equipment 595,623 595,623 Automobiles 85,769 85,769 Office equipment 104,843 104,843 Computer software 22,304 22,304 Property, plant and equipment - total 2,117,324 2,117,324 Less: accumulated depreciation (765,598 ) (762,791 ) Less: impairment on long-lived assets (1,351,726 ) (1,351,726 ) Deferred tax assets 1,013,365 1,119,105 Less: Deferred tax assets allowance (1,013,365 ) (1,119,105 ) Total assets of business held for sale $ - $ 16,585 Liabilities of business held for sale: Accounts Payable 251,466 269,360 Advances from customers 12,883 13,800 Salary payable 533,432 571,389 Accrued expense 28,835 30,887 Other payable 101,588 108,816 Due to related party-trade 1,122,754 1,125,553 Loan payable 1,655,343 1,773,131 Construction cost payable 255,539 273,722 Tax payable 502,845 478,209 Total liabilities of business held for sale $ 4,464,685 $ 4,644,867 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 $2,807 and $4,352 for the years ended December 31, 2016 and 2015, respectively. And all of property, plant and equipment which belong to Kiwa Bio-Tech Products (Shandong) Co., Ltd. had been fully depreciated or impaired by the end of year 2016. All of our property, plant and equipment have been held as collateral to secure the 6% Notes (see Note 11). 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, Kiwa Shandong recorded a full valuation allowance on its deferred tax assets. The income statement for the year ended December 31, 2016 and 2015 reflected the Kiwa Shandong business segment as a discontinued operation. The following results of operations of Kiwa Shandong are presented as a loss from a discontinued operation in the consolidated statements of operations: Years ended December 31, 2016 2015 Net sales - - Gross profit - - Operating expense 150,471 249,327 Income tax - - Loss from discontinued operations $ 150,471 $ 249,327 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. A reconciliation of the provision for income taxes from discontinued operation 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) from discontinued operation $ (150,471 ) $ (249,327 ) U.S. federal corporate income tax rate 34 % 34 % Income tax computed at U.S. federal corporate income tax rate (51,159 ) (84,771 ) Reconciling items: Rate differential for PRC earnings 13,542 22,439 Change of valuation allowance 37,617 62,332 Non-deductible expenses - - Effective tax expense $ - $ - |
Reclassification of Previously
Reclassification of Previously Disclosed Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Reclassification of Previously Disclosed Quarterly Financial Information | 20. Reclassification of previously disclosed quarterly financial information As disclosed in Note 10(2), Ms. Feng Li, a member of the Company’s board of directors and shareholder of the Company (Ms. Li held approximately 20% of the Company’s Common Stock and 50% of the Company’s Series A Preferred Stock), is also a 23% shareholder of Gerui. There were $187,616, $1,152,863 and $1,677,459 due from Gerui as at March 31, June 30 and September 30, 2016, respectively. The Company failed to identify Gerui as a related party and disclosed the above amounts as due from related party in the quarterly filing for the periods ended March 31, June 30 and September 30, 2016. For the purpose to reflect all adjustments of the quarterly information and necessary for the fair presentation, the Company reclassified the above-mentioned amount to due from related parties from advance to customer-Gerui as following: Before the reclassification: March 31, 2016 June 30, 2016 September 30, 2016 Deposit and other receivable 201,363 1,203,564 - Advance to customer-Gerui - - 1,677,459 Due from related party - - - After the reclassification: March 31, 2016 June 30, 2016 September 30, 2016 Deposit and other receivable 13,747 50,701 - Due from related party - Non-trade 187,616 1,152,863 1,677,459 Meanwhile, the Company generated $ 267,010, $710,095 and $786,329 trademark license revenue from Gerui for the three, six and nine months ended September 30, 2016, which have been recorded in other income. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. 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 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 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 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 15, 2017, the Company issued 70,000 common shares to Yuan Wang for his consulting service to assist the Company in financing projects. The number of shares was determined based on the fair value of the service. The agreement has one year term. On February 15, 2017, the Company entered into Common Stock Purchase Agreement with two individuals. Pursuant to the Agreement, the Company issued total 1,000,000 shares of restricted common stock at $1.00 per share price for an aggregate amount of $1,000,000. The Company has received the full amount. 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, the Company approved 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. On May 9, 2017, the Company entered into a Convertible Loan Agreement with Junwei Zheng wherein the lender agreed to advance of approximately US$ 4.5 million (RMB 30,000,000) under a Convertible Promissory Note with a term of 24 months bearing interest at a rate of Fifteen Percent (15%) per annum. The Loan is convertible at any time at the option of the Lender at a conversion price of $3.50 per share. The net proceeds will be used for the further development of Kiwa products and distribution, as well as for general working capital. The Company has received the amount of $796,835. On May 22, 2017, the Company entered into Common Stock Purchase Agreement with Yang Yang. Pursuant to the Agreement, the Company issue total 96,900 shares of restricted common stock at $3.00 per share price for an aggregate amount of $290,700. The Company has received the full amount. On May 25, 2017, the Company issued 19,380 common shares to Haiping Liu for her consulting service to assist the Company in financing projects. The number of shares was determined based on the fair value of the service. The agreement has one year term. On June 15, 2017, the Company entered into Common Stock Purchase Agreement with ten individuals. Pursuant to the Agreement, the Company issued total 97,850 shares of restricted common stock at $1.95 per share price for an aggregate amount of $190,807.50. The Company has received the full amount. On May 25, 2017, the Company issued 15,108 common shares to Xian Pupuxing Information Technology Co. Ltd. for their consulting service to assist the Company in technical service. The number of shares was determined based on the fair value of the service. The agreement has five years term. On July 1, 2017, Kiwa Bio-Tech Products Group Corporation entered an office lease agreement with two-year term. Monthly lease payment totaled USD $1,087. On July 19, 2017, the Company entered into Common Stock Purchase Agreement with Junwei Zheng. Pursuant to the Agreement, the Company will issue total 245,000 shares of restricted common stock at $3.00 per share price for an aggregate amount of $735,000. The Company has received the amount of $120,954. On July 19, 2017, the Company entered into Common Stock Purchase Agreement with Quanzhen Shen. Pursuant to the Agreement, the Company issue total 98,000 shares of restricted common stock at $3.00 per share price for an aggregate amount of $294,000. The Company has received the full amount. On July 19, 2017, the Company issued 49,000 common shares to Quanzhen Shen for her consulting service to assist the Company in financing projects. The number of shares was determined based on the fair value of the service. The agreement has one year term. On July 18, 2017, the Company issued 39,000 common shares to Yuan Wang in assistance with the Company financing projects. The number of shares was determined based on the fair value of the service. The agreement has one year term. On August 2, 2017, the Company entered into Common Stock Purchase Agreement with Yuefeng Su. Pursuant to the Agreement, the Company issued total 135,000 shares of restricted common stock at $3.00 per share price for an aggregate amount of $405,000. The Company has received the full amount. On August 9, 2017, the Company issued a total of 473,500 common shares to five invididuals for their consulting services to assist the Company in financing and marketing projects. The number of shares was determined based on the fair value of the services. All of these agreements have three years term. On August 14, 2017, the Company entered into Common Stock Purchase Agreement with Zhen Lin. Pursuant to the Agreement, the Company will issue total 50,000 shares of restricted common stock at $3.00 per share price for an aggregate amount of $150,000. The Company has received the full amount. On August 14, 2017, the Company entered into Common Stock Purchase Agreement with Haipeng Liu. Pursuant to the Agreement, the Company will issue total 50,000 shares of restricted common stock at $3.00 per share price for an aggregate amount of $150,000. The Company has received the full amount. On September 29, 2017, the Company entered into Common Stock Purchase Agreement with Erli Wei. Pursuant to the Agreement, the Company will issue total 38,000 shares of restricted common stock at $2.00 per share price for an aggregate amount of $76,000. The Company has received the full amount. On October 19, 2017 the Company issued 38,000 common shares to Hairong Chen for his consulting service to assist the Company in marketing projects. The number of shares was determined based on the fair value of the service. The agreement has one year term. On October 19, 2017, the Company issued total 14,151 common shares at $1.04 per share price to FirsTrust Group, Inc. for the conversion of convertible note. On November 7, 2017, the Company issued a total of 1,300,000 common shares to eight individuals for their consulting services to assist the Company in marketing and financing projects. The number of shares was determined based on the fair value of the services. The agreements have terms ranging from one to three years. 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, other than as stated above, there were no subsequent events or transactions which would require recognition or disclosure in the financial statements, other than noted herein. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principle of Consolidation | Principle of Consolidation These consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, Kiwa BVI, Hong Kong Baina Group Holding Company, Kiwa Beijing, Kiwa Shandong, Kiwa Shenzhen and Kiwa Hebei. All significant inter-company balances or transactions are eliminated on consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates include the valuation of securities issued, deferred tax assets and related valuation allowance. 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 Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is excluded from cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable represent customer accounts receivables. 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. Such allowances, if any, would be recorded in the period the impairment is identified. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Uncollectible accounts receivables are charged against the allowance for doubtful accounts when all reasonable efforts to collect the amounts due have been exhausted. |
Inventory | Inventory Inventories are stated at the lower of cost, determined on the weighted average method, and net realizable value. Work in progress and finished goods are composed of direct material, direct labor and a portion of manufacturing overhead. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to complete and dispose. |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of property, plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repair and maintenance costs are expensed as incurred. 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 Leasehold improvement The shorter of the lease term and its useful life |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets consist of property and equipment. The Company evaluates its investment in long-lived assets for recoverability whenever events or changes in circumstances indicate the net carrying amount may not be recoverable. Judgments regarding potential impairment are based on legal factors, market conditions and operational performance indicators, among others. In assessing the impairment of property and equipment, the Company makes assumptions regarding the estimated future cash flows and other factors to determine the fair value of the respective assets. |
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. |
Revenue Recognition | Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives its revenues from sales contracts with its customers with revenues being recognized 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. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of FASB ASC Topic 740, “Income Tax,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation when it is more likely than not that the assets will not be recovered. 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. |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Under FASB ASC Topic 718 and FASB ASC Subtopic 505-50, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received. |
Foreign Currency Translation and Other Comprehensive Income | Foreign Currency Translation and Other Comprehensive Income The Company uses United States dollars (“US Dollar” or “US$” or “$”) for financial reporting purposes. However, the Company maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the primary currency of the economic environment in which its operations are conducted. In general, the Company translates its assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of comprehensive loss and the statement of cash flow are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated 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 6.9472 6.4857 Years ended December 31, 2016 2015 Items in the statements of comprehensive loss 6.6418 6.2281 |
Net Loss Per Common Share | Net Loss Per Common Share Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income 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. |
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 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 |
Cash Flow Reporting | Cash Flow 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 May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015, and approved in July 2015, Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December IS, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. 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. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (ASU 2017-09), Compensation — Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 which will become effective for annual periods beginning after December 15, 2017 and for interim periods within those annual periods, is not expected to have any impact on the Company’s financial statement presentation or disclosures. In July 2017, the FASB issued Accounting Standards Update No. 2017-11 (ASU 2017-11), Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The adoption of ASU 2017-11 which will become effective for annual periods beginning after December 15, 2018 and for interim periods within those annual periods. The Company elected to early adopt ASU 2017-11 when preparing these financial statements for the year ended December 31, 2016. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun30
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 Leasehold improvement The shorter of the lease term and its useful life |
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 6.9472 6.4857 Years ended December 31, 2016 2015 Items in the statements of comprehensive loss 6.6418 6.2281 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: December 31, 2016 December 31, 2015 Accounts receivable $ 1,177,994 $ - Less: Allowance for doubtful debt (55,240 ) - Accounts receivable, net $ 1,122,754 $ - |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses | |
Schedule of Prepaid Expense | Prepaid expenses consisted of the following: Notes December 31, 2016 December 31, 2015 Prepaid office rent $ 12,504 $ - Prepaid government filing expense 5,000 - Prepaid consulting expenses (1) 1,400,050 - $ 1,417,554 $ - (1) Prepaid consulting expenses The Company issued a total of 1,710,808 shares of common stock to three consulting companies for the investor relation consulting services, one attorney firm for the legal consulting service, one individual for financing consulting service and three individuals for the growth and development strategy consulting service in China, which represents the amount of $1,688,300 based on quoted price at issuance. Pursuant to the indemnification terms of the services agreements, the Company has the rights to demand the full services being accomplished as scheduled during the service period and to enforce the consultants to pay pro-rata penalties if the consultants do not fulfill the contract services within the services periods. The stock paid for consulting services are not considered fully vested until the services are performed based on the contract terms. As of December 31, 2016, the Company evaluated the performance of the consultants and concluded all the contracts were on schedule of delivery. The Company recorded the prepaid consulting expenses totally $1,688,300 and amortized the consulting fee over the service periods per agreements based on the progress of services delivered. For the year ended December 31, 2016, the amortization of consulting expense was $288,250. |
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 Office equipment $ 896 $ - Furniture 7,838 - Leasehold improvement 66,896 - Property, plant and equipment - total 75,630 - Less: accumulated depreciation (20,311 ) - Property, plant and equipment - net $ 55,319 $ - |
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 from related parties consisted of the following as of December 31, 2016 and 2015: Item Nature Notes December 31, 2016 December 31, 2015 Kangtai Xinnong Agriculture Tech (Beijing) Co., Ltd. (“Kangtai”) Non-trade (1) $ - $ 12,173 Kangtan Gerui (Beijing) Bio-Tech Co., Ltd. (“Gerui”) Non-trade (2) 1,522,434 - Total $ 1,522,434 $ 12,173 (1) Kangtai Kangtai is a private company and is 64% owned by Mr. Wei Li, who is also the Chairman of Kangtai. (2) Gerui Ms. Feng Li, a member of the Company’s board of directors and shareholder of the Company (Ms. Li held approximately 20% of the Company’s Common Stock and 50% of the Company’s Series A Preferred Stock), is also a 23% shareholder of Gerui. For the year ended December 31, 2016, the Company reported other receivable due from Gerui of $1,522,435. According to the agreement between the Company and Gerui, all the balances will be paid off before June 30, 2018. The Company has collected RMB 4,160,000 (approximately $611,154) from Gerui as of the date of issuance of the consolidated financial statements. The management has determined that no allowance for doubtful debts was necessary. For the ended December 31, 2016, the Company recognized right-to-use trademark income of $786,329 from Gerui, which has been fully collected and realized during the year ended December 31, 2016. 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 Ms. Yvonne Wang (“Ms. Wang”) Non-trade (2) 100,798 299,064 Subtotal 100,798 3,178,371 CAAS IARRP and IAED Institutes Trade (3) 160,461 18,425 Subtotal 160,461 18,425 Total amount due to related parties $ 261,259 $ 3,196,796 (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. 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 in lieu of the cancellation of debt of an aggregate of $2,900,000, which included personal loans of $2,879,307 Kiwa Shandong owed to Mr. Li and salary payable of $20,693. 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% Convertible Notes (See Note 11). (2) Ms. Wang Effective November 20, 2015, the Company appointed Ms. Wang as the Chairman of the Board and 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 agreed 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. During the year ended December 31, 2016, Ms. Wang paid various expenses on behalf of the Company. As of December 31, 2016, the amount due to Ms. Wang was $100,798. (3) 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 that began on November 20, 2015 and ends on November 19, 2018. 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. Professor Yong Chang Wu, the authorized representative of CAAS IARRP, 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. |
Other Payable and Accruals (Tab
Other Payable and Accruals (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Payable | Other payable consisted of the following: Notes December 31, 2016 December 31, 2015 Stock subscription proceeds received in advance (1) $ 460,617 $ - Investment received in advance (2) 79,168 - Accrued expenses 385,090 415,389 $ 924,875 $ 415,389 (1). The Company received RMB 3.2 million in 2016 from two unrelated potential investors, which was approximately $460,617 and the investment agreements have not been finalized yet. (2). The Company received the investment funds in advance in 2016 from Mr. Geng Liu, which amount was approximately $79,168. Subsequently on January 17, 2017, the Company entered a Convertible Note Agreement with Mr. Geng. The note bears interest at 15% per annum and will mature on January 16, 2018. |
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 - - $ - - |
Statutory Reserves (Tables)
Statutory Reserves (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Statutory Reserves | |
Schedule of Statutory Reserve Activity | Balance – January 1, 2016 $ - Addition to statutory reserve in 2016 127,473 Balance – December 31, 2016 127,473 |
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 from continuing operation 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) from continuing operation $ 1,466,412 $ (428,031 ) U.S. federal corporate income tax rate 34 % 34 % Income tax computed at U.S. federal corporate income tax rate 498,580 (145,530 ) Reconciling items: Rate differential for PRC earnings (152,968 ) - Change of valuation allowance 275,767 109,660 Effect of tax exempted income in BVI (196,468 ) 35,870 Effective tax expense $ 424,911 $ - |
Schedule of Deferred Tax Assets | The Company had deferred tax assets from continuing operation as follows: December 31, 2016 December 31, 2015 Net operating losses carried forward by parent Company in the US $ 2,555,064 $ 2,279,297 Less: Valuation allowance (2,555,064 ) (2,279,297 ) 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. 2017 $ 269,195 2018 $ 260,851 2019 $ 107,313 Thereafter $ - Total minimum lease payment 637,359 |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Disposal Groups, Including Discontinued Operations | The following table summarizes the assets and liabilities of the discontinued operation, excluding intercompany balances eliminated in consolidation, at December 31, 2016 and 2015, respectively: December 31, 2016 2015 Assets held for sale: Cash - 245 Other receivables - 13,533 Property, Plant and Equipment Buildings 1,308,785 1,308,785 Machinery and equipment 595,623 595,623 Automobiles 85,769 85,769 Office equipment 104,843 104,843 Computer software 22,304 22,304 Property, plant and equipment - total 2,117,324 2,117,324 Less: accumulated depreciation (765,598 ) (762,791 ) Less: impairment on long-lived assets (1,351,726 ) (1,351,726 ) Deferred tax assets 1,013,365 1,119,105 Less: Deferred tax assets allowance (1,013,365 ) (1,119,105 ) Total assets of business held for sale $ - $ 16,585 Liabilities of business held for sale: Accounts Payable 251,466 269,360 Advances from customers 12,883 13,800 Salary payable 533,432 571,389 Accrued expense 28,835 30,887 Other payable 101,588 108,816 Due to related party-trade 1,122,754 1,125,553 Loan payable 1,655,343 1,773,131 Construction cost payable 255,539 273,722 Tax payable 502,845 478,209 Total liabilities of business held for sale $ 4,464,685 $ 4,644,867 The following results of operations of Kiwa Shandong are presented as a loss from a discontinued operation in the consolidated statements of operations: Years ended December 31, 2016 2015 Net sales - - Gross profit - - Operating expense 150,471 249,327 Income tax - - Loss from discontinued operations $ 150,471 $ 249,327 |
Schedule of Provision for Income Taxes from Discontinued Operation | A reconciliation of the provision for income taxes from discontinued operation 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) from discontinued operation $ (150,471 ) $ (249,327 ) U.S. federal corporate income tax rate 34 % 34 % Income tax computed at U.S. federal corporate income tax rate (51,159 ) (84,771 ) Reconciling items: Rate differential for PRC earnings 13,542 22,439 Change of valuation allowance 37,617 62,332 Non-deductible expenses - - Effective tax expense $ - $ - |
Reclassification of Previousl41
Reclassification of Previously Disclosed Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Change in Accounting Estimate | Before the reclassification: March 31, 2016 June 30, 2016 September 30, 2016 Deposit and other receivable 201,363 1,203,564 - Advance to customer-Gerui - - 1,677,459 Due from related party - - - After the reclassification: March 31, 2016 June 30, 2016 September 30, 2016 Deposit and other receivable 13,747 50,701 - Due from related party - Non-trade 187,616 1,152,863 1,677,459 |
Description of Business and O42
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 Accoun43
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 |
Leasehold Improvement [Member] | |
Property, plant and equipment useful life | The shorter of the lease term and its useful life |
Summary of Significant Accoun44
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 | 6.9472 | 6.4857 |
Items In The Statements of Comprehensive Loss [Member] | ||
Foreign currency exchange rate, translation | 6.6418 | 6.2281 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Working capital deficit | $ 5,856,324 | ||
Accumulated deficit | 19,561,255 | $ 20,324,812 | |
Stockholders' deficiency | 4,244,052 | 11,100,454 | $ 11,847,161 |
Proceeds from issuance of stock | 870,497 | ||
September 30, 2017 [Member] | |||
Proceeds from issuance of stock | 3,115,031 | ||
Proceeds from convertible debt | $ 941,779 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Accounts receivable | $ 1,177,994 | |
Less: Allowance for doubtful debts | (55,240) | |
Accounts receivable, net | $ 1,122,754 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock issued during period, shares, issued for services | 1,710,808 | |
Stock issued during period, value, issued for services | $ 1,688,300 | |
Amortization of consulting expense | $ 288,250 | |
Three Consulting Companies [Member] | ||
Stock issued during period, shares, issued for services | 1,711,808 | |
Stock issued during period, value, issued for services | $ 1,688,300 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expense (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Prepaid Expenses | |||
Prepaid office rent | $ 12,504 | ||
Prepaid government filing expense | 5,000 | ||
Prepaid consulting expenses | [1] | 1,400,050 | |
Prepaid expenses | $ 1,417,554 | ||
[1] | Prepaid consulting expenses The Company issued a total of 1,710,808 shares of common stock to three consulting companies for investor relation consulting services, one individual for financing service and three individuals for the growth and development strategy consulting service in China, which represents the amount of $1,688,300 based on quoted price at issuance. Pursuant to the indemnification terms of the services agreements, the Company has the rights to demand the full services being accomplished as scheduled during the service period and to enforce the consultants to pay pro-rata penalties if the consultants do not fulfill the contract services within the services periods. As of December 31, 2016, the Company evaluated the performance of the consultants and concluded all the contracts were on schedule of delivery. The Company recorded the prepaid consulting expenses totally $1,688,300 and amortized the consulting fee over the service periods per agreements based on the progress of services delivered. For the year ended December 31, 2016, the amortization of consulting expense was $288,250. |
Advance to Suppliers (Details N
Advance to Suppliers (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Advance To Suppliers | ||
Advance to suppliers | $ 1,880,044 |
Property, Plant and Equipment50
Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 21,246 |
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 | $ 75,630 | |
Less: accumulated depreciation | (20,311) | |
Property, plant and equipment - net | 55,319 | |
Office Equipment [Member] | ||
Property, plant and equipment - total | 896 | |
Furniture [Member] | ||
Property, plant and equipment - total | 7,838 | |
Leasehold Improvement [Member] | ||
Property, plant and equipment - total | $ 66,896 |
Salary Payable (Details Narrati
Salary Payable (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Compensation Related Costs [Abstract] | ||
Due to officers | $ 1,145,492 | $ 1,061,492 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 24, 2016USD ($)shares | Dec. 14, 2015USD ($)shares | Nov. 05, 2015USD ($) | Nov. 05, 2015CNY (¥) | Dec. 31, 2016USD ($) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015USD ($) | Sep. 30, 2017 |
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 89.00% | |||||||
Due from related parties | $ 1,522,434 | $ 12,173 | ||||||
Proceeds from related party debt | 139,085 | 148,009 | ||||||
Salary payable | 1,145,492 | 1,061,492 | ||||||
Due to related parties | 261,259 | 3,196,796 | ||||||
Research and development costs | $ 149,176 | 18,425 | ||||||
CAAS IARRP and IAED Institutes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreement term | 3 years | 3 years | ||||||
Related party transaction 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 transaction amount | ¥ | ¥ 1,000,000 | ¥ 1,000,000 | ||||||
Kangtan Gerui (Beijing) Bio-Tech Co, Ltd. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from related parties | 1,522,435 | |||||||
Proceeds from related party debt | 611,154 | |||||||
License revenue | $ 786,329 | |||||||
Kangtan Gerui (Beijing) Bio-Tech Co, Ltd. [Member] | RMB [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party debt | ¥ | ¥ 4,160,000 | |||||||
Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 20.00% | |||||||
Mr. Wei Li [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 64.00% | |||||||
Ms. Feng Li [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 23.00% | |||||||
Ms. Feng Li [Member] | Series A Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 50.00% | |||||||
Ms. Feng Li [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 20.00% | |||||||
Mr. Li [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase obligation | $ 500,000 | |||||||
Purchase shares of preferred stock | shares | 250,000 | |||||||
Value of preferred stocks shares purchases | $ 500,000 | |||||||
Mr. Wei Li [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares issued during the period for repayment of debt | shares | 2,900,000 | |||||||
Number of common stock issued during the period for repayment of debt | $ 2,900,000 | |||||||
Personal loans | 2,879,307 | |||||||
Salary payable | $ 20,693 | |||||||
Debt instrument, interest rate | 6.00% | |||||||
Yvonne Wang [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares issued during the period for repayment of debt | shares | 240,000 | |||||||
Number of common stock issued during the period for repayment of debt | $ 240,000 | |||||||
Aggregate preferred stock subscribed, shares | shares | 250,000 | |||||||
Preferred stock subscribed, value | $ 500,000 | |||||||
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 from related parties | $ 1,522,434 | $ 12,173 | |
Due to related parties | 261,259 | 3,196,796 | |
Non-Trade Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 100,798 | 3,178,371 | |
Trade Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 160,461 | 18,425 | |
Kangtai Xinnong Agriculture Tech (Beijing) Co., Ltd. (Kangtai) [Member] | Non-Trade Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | [1] | 12,173 | |
Kangtan Gerui (Beijing) Bio-Tech Co, Ltd. (Gerui) [Member] | Non-Trade Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | [2] | 1,522,434 | |
Mr. Wei Li [Member] | Non-Trade Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [3] | 2,879,307 | |
Ms. Yvonne Wang [Member] | Non-Trade Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [4] | 100,798 | 299,064 |
CAAS IARRP and IAED Institutes [Member] | Trade Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [5] | $ 160,461 | $ 18,425 |
[1] | Kangtai Kangtai is a private company and is 64% owned by Mr. Wei Li, who is also the Chairman of Kangtai. | ||
[2] | Gerui Ms. Feng Li, a member of the Company’s board of directors and shareholder of the Company (Ms. Li held approximately 20% of the Company’s Common Stock and 50% of the Company’s Series A Preferred Stock), is also a 23% shareholder of Gerui. For the year ended December 31, 2016, the Company reported other receivable due from Gerui of $1,522,435. Subsequently, the Company has collected $598,802 from Gerui as of the date of issuance of the consolidated financial statements. The management has determined that no allowance for doubtful debts was necessary. | ||
[3] | 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. On March 24, 2016, the Company issued 2,900,000 shares of common stock to Mr. Li in lieu of the cancellation of debt of an aggregate of $2,900,000, which included personal loans of $2,879,307 Kiwa Shandong owed to Mr. Li and salary payable of $20,693. 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% Convertible Notes (See Note 13). | ||
[4] | Ms. Wang Effective November 20, 2015, the Company appointed Ms. Wang as the Chairman of the Board and 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 agreed 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. During the year ended December 31, 2016, Ms. Wang paid various expenses on behalf of the Company. As of December 31, 2016, the amount due to Ms. Wang was $100,798. | ||
[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 that began on November 20, 2015 and ends on November 19, 2018. 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. Professor Yong Chang Wu, the authorized representative of CAAS IARRP, is also one of the Company’s directors effective since November 20, 2015 until March 13, 2017. The Company recorded $149,176 and $18,425 research and development expenses related to the institutes, for the years ended December 31, 2016 and 2015, respectively. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Mar. 18, 2008 | Jun. 29, 2006 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 12, 2013 |
Due to related parties | $ 261,259 | $ 3,196,796 | |||
Convertible notes payable | 150,250 | 150,250 | |||
Firs Trust Group Inc [Member] | |||||
Accrued interest expense | 22,977 | 22,538 | |||
Interest payable | 183,361 | 160,762 | |||
Accrued penalty | 77,575 | 72,152 | |||
Accrued liquidated damages | $ 482,327 | $ 404,752 | |||
6% Convertible Notes [Member] | Purchase Agreement [Member] | Firs Trust Group Inc [Member] | |||||
Debt instruments face amount | $ 168,000 | $ 2,450,000 | $ 2,000,000 | ||
Debt instrument, interest rate | 6.00% | 6.00% | |||
Due to related parties | $ 75,000 | ||||
Convertible notes payable | 150,250 | ||||
Cash payment | 100,000 | ||||
Payment acquire debt | 300,000 | ||||
6% Convertible Notes [Member] | Purchase Agreement [Member] | Firs Trust Group Inc [Member] | Tranche One [Member] | |||||
Debt instruments face amount | 59,100 | ||||
Payment acquire debt | 105,000 | ||||
6% Convertible Notes [Member] | Purchase Agreement [Member] | Firs Trust Group Inc [Member] | Tranche Two [Member] | |||||
Debt instruments face amount | 50,400 | ||||
Payment acquire debt | 90,000 | ||||
6% Convertible Notes [Member] | Purchase Agreement [Member] | Firs Trust Group Inc [Member] | Tranche Three [Member] | |||||
Debt instruments face amount | 59,100 | ||||
Payment acquire debt | $ 105,000 | ||||
6% Convertible Notes [Member] | Purchase Agreement [Member] | Firs Trust Group Inc [Member] | |||||
Percentage of secured convertible notes issued | 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% | ||||
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 | |
Accrued interest expense | 90,000 | $ 90,000 | |
Unrelated Individual [Member] | |||
Promissory note | $ 360,000 | ||
Debt instrument, interest rate | 18.00% | ||
Note maturity date | Jul. 27, 2007 | ||
Note default rate | 25.00% | ||
First Trust [Member] | |||
Promissory note | 360,000 | ||
Accrued interest expense | $ 859,300 |
Other Payable and Accruals (Det
Other Payable and Accruals (Details Narrative) | Jan. 17, 2017 | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015USD ($) | |
Stock subscription received | [1] | $ 460,617 | ||||
Investment received in advance | [2] | 79,168 | ||||
Two Unrelated Potential Investors [Member] | ||||||
Stock subscription received | $ 460,617 | |||||
Two Unrelated Potential Investors [Member] | RMB [Member] | ||||||
Stock subscription received | ¥ | ¥ 3,200,000 | |||||
Mr. Geng Liu [Member] | ||||||
Investment received in advance | $ 79,168 | |||||
Mr. Geng Liu [Member] | Convertible Note Agreement [Member] | ||||||
Debt instrument, interest rate | 15.00% | |||||
Debt instrument, maturity date | Jan. 16, 2018 | |||||
[1] | The Company received RMB 3.2 million in 2016 from two unrelated potential investors, which was approximately $460,617 and the investment agreements have not been finalized yet. | |||||
[2] | The Company received the investment funds in advance in 2016 from Mr. Geng Liu, which amount was approximately $79,168. Subsequently on January 17, 2017, the Company entered a Convertible Note Agreement with Mr. Geng. The note bears interest at 15% per annum and will mature on January 16, 2018. |
Other Payable and Accruals - Sc
Other Payable and Accruals - Schedule of Other Payables (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |||
Stock subscription proceeds received in advance | [1] | $ 460,617 | |
Investment received in advance | [2] | 79,168 | |
Accrued expenses | 385,090 | 415,389 | |
Other payables | $ 924,875 | $ 415,389 | |
[1] | The Company received RMB 3.2 million in 2016 from two unrelated potential investors, which was approximately $460,617 and the investment agreements have not been finalized yet. | ||
[2] | The Company received the investment funds in advance in 2016 from Mr. Geng Liu, which amount was approximately $79,168. Subsequently on January 17, 2017, the Company entered a Convertible Note Agreement with Mr. Geng. The note bears interest at 15% per annum and will mature on January 16, 2018. |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Nov. 15, 2016 | Jan. 14, 2016 | Dec. 14, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Issuance of shares of preferred stock as debt cancellation | $ 1,000,000 | ||||
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 | ||
Stock issued during period | $ 870,497 | ||||
Stock issued during period, shares | 500,000 | 3,141,000 | |||
Stock issued during period to settle legal fee payable | $ 1,000 | ||||
Stock issued during period, to settle legal fee payable, shares | 1,000 | ||||
Stock issued during period, shares, issued for services | 1,710,808 | ||||
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 | ||||
Sixteen Individual [Member] | |||||
Stock issued during period | $ 770,497 | ||||
Stock issued during period, shares | 1,650,000 | ||||
Accredited Investor [Member] | Private Offering [Member] | |||||
Stock issued during period, shares | 125,000 | ||||
Warrants to purchase common stock | 300,000 | ||||
Exercise price of warrants | $ 3 | ||||
Proceeds from issuance of warrants | $ 100,000 | ||||
Mr. Li And Ms. Wang [Member] | |||||
Issuance of shares of preferred stock as debt cancellation, shares | 3,140,000 | ||||
Mr. Li [Member] | |||||
Issuance of shares of preferred stock as debt cancellation, shares | 2,900,000 | ||||
Ms. Wang [Member] | |||||
Issuance of shares of preferred stock as debt cancellation, shares | 240,000 | ||||
Mr. Wei Li [Member] | |||||
Stock issued during period | $ 50,974 | ||||
Stock issued during period, shares | 101,947 |
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 |
Statutory Reserves (Details Nar
Statutory Reserves (Details Narrative) | 12 Months Ended |
Dec. 31, 2016 | |
Statutory Reserves | |
Statutory reserves description | Appropriation to the statutory surplus reserve should be at least 10% of the after tax net income determined in accordance with the PRC GAAP until the reserve is equal to 50% of the entities’ registered capital or members’ equity. |
Income tax statutory surplus percentage | 10.00% |
Statutory Reserves - Schedule o
Statutory Reserves - Schedule of Statutory Reserve Activity (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Statutory Reserves | |
Balance beginning | |
Addition to statutory reserve | 127,473 |
Balance ending | $ 127,473 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015USD ($) | |
Effective income tax rate | 34.00% | 34.00% | 34.00% |
Operating loss carry forwards | $ 7,300,000 | $ 6,700,000 | |
Unrecognized tax benefits | |||
Interest or penalties | |||
Provision for interest and penalties | |||
China, Kiwa Shandong, Kiwa Beijing, Kiwa Shenzhen and Kiwa Hebei [Member] | |||
Effective income tax rate | 25.00% | 25.00% | |
Kiwa Shandong [Member] | |||
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Kiwa Shenzhen [Member] | |||
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Kiwa Hebei [Member] | |||
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Kiwa Beijing [Member] | |||
Income tax provision | $ 424,911 | ||
Kiwa Beijing [Member] | RMB [Member] | |||
Income tax provision | ¥ | ¥ 2,822,160 |
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) from continuing operation | $ 1,466,412 | $ (428,031) |
U.S. federal corporate income tax rate | 34.00% | 34.00% |
Income tax computed at U.S. federal corporate income tax rate | $ 498,580 | $ (145,530) |
Rate differential for PRC earnings | (152,968) | |
Change of valuation allowance | 275,767 | 109,660 |
Effect of tax exempted income in BVI | (196,468) | 35,870 |
Effective tax expense | $ 424,911 |
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 by parent Company in the US | $ 2,555,064 | $ 2,279,297 |
Less: Valuation allowance | (2,555,064) | (2,279,297) |
Net deferred tax assets |
Commitments and Contingencies67
Commitments and Contingencies (Details Narrative) | Mar. 21, 2016USD ($) | Mar. 21, 2016CNY (¥) | Nov. 05, 2015USD ($) | Nov. 05, 2015CNY (¥) | Dec. 31, 2016USD ($) | Dec. 31, 2016CNY (¥) |
Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | Office Lease Agreement [Member] | ||||||
Lease term | 2 years | 2 years | ||||
Payments for rent | $ 10,536 | |||||
Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | Apartment Lease [Member] | November 20, 2017 [Member] | ||||||
Lease expire date | May 31, 2017 | May 31, 2017 | ||||
Lease term | 1 year | 1 year | ||||
Payments for rent | $ 896 | |||||
Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | March 1, 2017 [Member] | ||||||
Lease term | 1 year | 1 year | ||||
Payments for rent | $ 4,320 | |||||
Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | June 20, 2017 [Member] | ||||||
Lease term | 2 years | 2 years | ||||
Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | June 20, 2017 [Member] | First Year [Member] | ||||||
Payments for rent | $ 17,213 | |||||
Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | June 20, 2017 [Member] | Second Year [Member] | ||||||
Payments for rent | $ 18,245 | |||||
Kiwa Bio-Tech Products Group Corporation[Member] | Office Lease Agreement [Member] | May 5, 2017 [Member] | ||||||
Lease term | 13 months | 13 months | ||||
Payments for rent | $ 680 | |||||
Kiwa Bio-Tech Products Group Corporation[Member] | Office Lease Agreement [Member] | July 1, 2017 [Member] | ||||||
Lease term | 1 year | 1 year | ||||
Payments for rent | $ 1,087 | |||||
Kiwa Bio-Tech (Hebei) Co., Ltd [Member] | Office Lease Agreement [Member] | July 4, 2017 [Member] | ||||||
Payments for rent | $ 301 | |||||
RMB [Member] | Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | Office Lease Agreement [Member] | ||||||
Payments for rent | ¥ | ¥ 68,133 | |||||
RMB [Member] | Kiwa Baiao Bio-Tech (Beijing) Co., Ltd [Member] | Apartment Lease [Member] | November 20, 2017 [Member] | ||||||
Payments for rent | ¥ | ¥ 6,000 | |||||
RMB [Member] | Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | March 1, 2017 [Member] | ||||||
Payments for rent | ¥ | 29,000 | |||||
RMB [Member] | Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | June 20, 2017 [Member] | First Year [Member] | ||||||
Payments for rent | ¥ | 117,221 | |||||
RMB [Member] | Kiwa Baiao Bio-Tech (Shenzhen) Co., Ltd [Member] | Office Lease Agreement [Member] | June 20, 2017 [Member] | Second Year [Member] | ||||||
Payments for rent | ¥ | 124,254 | |||||
RMB [Member] | Kiwa Bio-Tech (Hebei) Co., Ltd [Member] | Office Lease Agreement [Member] | July 4, 2017 [Member] | ||||||
Payments for rent | ¥ | ¥ 2,000 | |||||
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 and will expire on November 19, 2018. | The term of the Agreement is for three years beginning November 20, 2015 and will expire on November 19, 2018. | ||||
Lease expire date | Nov. 19, 2018 | Nov. 19, 2018 | ||||
CAAS IARRP and IAED Institutes [Member] | RMB [Member] | ||||||
Related party transaction, amounts of transaction | ¥ | ¥ 1,000,000 | ¥ 1,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Lease Payments (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 269,195 |
2,018 | 260,851 |
2,019 | 107,313 |
Thereafter | |
Total minimum lease payment | $ 637,359 |
Discontinued Operation (Details
Discontinued Operation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation expense | $ 21,246 | |
Percentage of property plant and equipment held as collateral to secure | 6.00% | |
Discontinued operation percentage | 25.00% | |
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 Shandong’s net profit. Since Kiwa Shandong did not generate any net profit, no fee is payable. | |
Depreciation expense | $ 2,807 | $ 4,352 |
February 11, 2017 [Member] | Equity Transfer Agreement [Member] | RMB [Member] | ||
Sale of stock, price per share | $ 1 |
Discontinued Operation - Summar
Discontinued Operation - Summary of Disposal Groups, Including Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash | $ 245 | |
Other receivables | 13,533 | |
Property, plant and equipment - total | 2,117,324 | 2,117,324 |
Less: accumulated depreciation | (765,598) | (762,791) |
Less: impairment on long-lived assets | (1,351,726) | (1,351,726) |
Deferred tax assets | 1,013,365 | 1,119,105 |
Less: Deferred tax assets allowance | (1,013,365) | (1,119,105) |
Total assets of business held for sale | 16,585 | |
Accounts Payable | 251,466 | 269,360 |
Advances from customers | 12,883 | 13,800 |
Salary payable | 533,432 | 571,389 |
Accrued expense | 28,835 | 30,887 |
Other payable | 101,588 | 108,816 |
Due to related party-trade | 1,122,754 | 1,125,553 |
Loan payable | 1,655,343 | 1,773,131 |
Construction cost payable | 255,539 | 273,722 |
Tax payable | 502,845 | 478,209 |
Total liabilities of business held for sale | 4,464,685 | 4,644,867 |
Net sales | ||
Gross profit | ||
Operating expense | 150,471 | 249,327 |
Income tax | ||
Loss from discontinued operations | (150,471) | (249,327) |
Buildings [Member] | ||
Property, plant and equipment - total | 1,308,785 | 1,308,785 |
Machinery And Equipment [Member] | ||
Property, plant and equipment - total | 595,623 | 595,623 |
Automobiles [Member] | ||
Property, plant and equipment - total | 85,769 | 85,769 |
Office Equipment [Member] | ||
Property, plant and equipment - total | 104,843 | 104,843 |
Computer Software [Member] | ||
Property, plant and equipment - total | $ 22,304 | $ 22,304 |
Discontinued Operation - Schedu
Discontinued Operation - Schedule of Provision for Income Taxes from Discontinued Operation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Pre-tax income (loss) from discontinued operation | $ (150,471) | $ (249,327) |
U.S. federal corporate income tax rate | 34.00% | 34.00% |
Income tax computed at U.S. federal corporate income tax rate | $ 498,580 | $ (145,530) |
Rate differential for PRC earnings | (152,968) | |
Change of valuation allowance | 275,767 | 109,660 |
Non-deductible expenses | (196,468) | 35,870 |
Effective tax expense | 424,911 | |
Discontinued Operation [Member] | ||
Pre-tax income (loss) from discontinued operation | $ (150,471) | $ (249,327) |
U.S. federal corporate income tax rate | 34.00% | 34.00% |
Income tax computed at U.S. federal corporate income tax rate | $ (51,159) | $ (84,771) |
Rate differential for PRC earnings | 13,542 | 22,439 |
Change of valuation allowance | 37,617 | 62,332 |
Non-deductible expenses | ||
Effective tax expense |
Reclassification of Previousl72
Reclassification of Previously Disclosed Quarterly Financial Information (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Equity interest held, percent | 89.00% | |||||||
Due from related party | $ 1,522,434 | $ 12,173 | ||||||
Gerui [Member] | ||||||||
Due from related party | $ 1,677,459 | $ 1,677,459 | $ 1,677,459 | $ 1,152,863 | $ 187,616 | |||
Trademark license revenue | $ 267,010 | $ 710,095 | $ 786,329 | |||||
Common Stock [Member] | ||||||||
Equity interest held, percent | 20.00% | |||||||
Series A Preferred Stock [Member] | ||||||||
Equity interest held, percent | 50.00% | |||||||
Shareholder [Member] | Gerui [Member] | ||||||||
Equity interest held, percent | 23.00% |
Reclassification of Previousl73
Reclassification of Previously Disclosed Quarterly Financial Information - Schedule of Change in Accounting Estimate (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Due from related party | $ 1,522,434 | $ 12,173 | |||
Before Reclassification [Member] | |||||
Deposit and other receivable | $ 1,203,564 | $ 201,363 | |||
Advance to customer-Gerui | 1,677,459 | ||||
Due from related party | |||||
After Reclassification [Member] | |||||
Deposit and other receivable | 50,701 | 13,747 | |||
Due from related party - Non-trade | $ 1,677,459 | $ 1,152,863 | $ 187,616 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 07, 2017shares | Oct. 19, 2017$ / sharesshares | Sep. 29, 2017USD ($)$ / sharesshares | Aug. 14, 2017USD ($)$ / sharesshares | Aug. 09, 2017shares | Aug. 02, 2017USD ($)$ / sharesshares | Jul. 19, 2017USD ($)$ / sharesshares | Jul. 18, 2017shares | Jul. 02, 2017USD ($) | Jun. 15, 2017USD ($)$ / sharesshares | May 25, 2017shares | May 22, 2017USD ($)$ / sharesshares | May 09, 2017USD ($)$ / shares | May 09, 2017CNY (¥) | Feb. 15, 2017USD ($)$ / sharesshares | Feb. 11, 2017CNY (¥) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) |
Stock issued during period, shares, issued for services | 1,710,808 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 1,688,300 | |||||||||||||||||
Proceeds from issuance of common stock | $ | $ 870,497 | |||||||||||||||||
Subsequent Event [Member] | Office Lease Agreement [Member] | ||||||||||||||||||
Lease agreement, term | 2 years | |||||||||||||||||
Monthly lease payments | $ | $ 1,087 | |||||||||||||||||
Subsequent Event [Member] | Yuan Wang [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 39,000 | 70,000 | ||||||||||||||||
Lease agreement, term | 1 year | 1 year | ||||||||||||||||
Subsequent Event [Member] | Quanzhen Shen [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 49,000 | |||||||||||||||||
Lease agreement, term | 1 year | |||||||||||||||||
Subsequent Event [Member] | Five Individuals [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 473,500 | |||||||||||||||||
Lease agreement, term | 3 years | |||||||||||||||||
Subsequent Event [Member] | Eight Individuals [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 1,300,000 | |||||||||||||||||
Subsequent Event [Member] | Eight Individuals [Member] | Minimum [Member] | ||||||||||||||||||
Lease agreement, term | 1 year | |||||||||||||||||
Subsequent Event [Member] | Eight Individuals [Member] | Maximum [Member] | ||||||||||||||||||
Lease agreement, term | 3 years | |||||||||||||||||
Subsequent Event [Member] | FirsTrust Group, Inc [Member] | ||||||||||||||||||
Conversion of convertible shares issued | 14,151 | |||||||||||||||||
Conversion price per share | $ / shares | $ 1.04 | |||||||||||||||||
Subsequent Event [Member] | Equity Transfer Agreement [Member] | Dian Shi Cheng Jing (Beijing) Technology Co. ("Transferee") [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 1.00. | |||||||||||||||||
Subsequent Event [Member] | Equity Transfer Agreement [Member] | Dian Shi Cheng Jing (Beijing) Technology Co. ("Transferee") [Member] | RMB [Member] | ||||||||||||||||||
Assets assumed | ¥ | ¥ 14,057,713 | |||||||||||||||||
Liabilities assumed | ¥ | ¥ 59,446,513 | |||||||||||||||||
Indemnification, term | 5 years | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 1,000,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 1 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 1,000,000 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Yang Yang [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 96,900 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 290,700 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Haiping Liu [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 19,380 | |||||||||||||||||
Lease agreement, term | 1 year | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Ten Individuals [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 97,850 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 1.95 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 190,808 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Junwei Zheng [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 245,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 735,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ | $ 120,954 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Quanzhen Shen [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 98,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 294,000 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Yuefeng Su [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 135,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 405,000 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Zhen Lin [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 150,000 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Haipeng Liu [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 150,000 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Erli Wei [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 38,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 2 | |||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 76,000 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Hairong Chen [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 38,000 | |||||||||||||||||
Lease agreement, term | 1 year | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Xian Pupuxing Information Technology Co. Ltd [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 15,108 | |||||||||||||||||
Lease agreement, term | 5 years | |||||||||||||||||
Subsequent Event [Member] | Convertible Loan Agreement [Member] | ||||||||||||||||||
Proceeds from notes payable | $ | $ 796,835 | |||||||||||||||||
Subsequent Event [Member] | Convertible Loan Agreement [Member] | Lender [Member] | ||||||||||||||||||
Conversion price per share | $ / shares | $ 3.50 | |||||||||||||||||
Proceeds from notes payable | $ | $ 4,500,000 | |||||||||||||||||
Debt instrument interest rate | 15.00% | 15.00% | ||||||||||||||||
Subsequent Event [Member] | Convertible Loan Agreement [Member] | RMB [Member] | Lender [Member] | ||||||||||||||||||
Proceeds from notes payable | ¥ | ¥ 30,000,000 |