Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This amendment to our filing on Form 10-K for the annual period ended December 31, 2021 is filed primarily to update on our wine business and to address how the Holding Foreign Companies Accountable Act (“HFCAA”) and related regulations will affect our company. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-32522 | ||
Entity Registrant Name | China Foods Holdings Ltd. | ||
Entity Central Index Key | 0001310630 | ||
Entity Tax Identification Number | 84-1735478 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | Room 2301A | ||
Entity Address, Address Line Two | China Resources Building, | ||
Entity Address, Address Line Three | 26 Harbour Road, | ||
Entity Address, City or Town | Wanchai | ||
Entity Address, Country | HK | ||
Entity Address, Postal Zip Code | 0000 | ||
City Area Code | (852) | ||
Local Phone Number | 3618-8608 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 253,425 | ||
Entity Common Stock, Shares Outstanding | 20,252,309 | ||
Auditor Name | HKCM CPA& Co | ||
Auditor Location | Hong Kong, China | ||
Auditor Firm ID | 3299 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 609,434 | $ 1,006,394 |
Prepayments and other receivables | 139,254 | 121,501 |
Inventories | 327,551 | 206,272 |
Tax recoverable | 8,910 | |
Right-of-use assets | 350,563 | |
Total Current Assets | 1,435,712 | 1,334,167 |
Non-Current Assets | ||
Plant and equipment | 132,604 | 193,621 |
Intangible assets | 3,947 | 4,353 |
Total Non-Current Assets | 136,551 | 197,974 |
TOTAL ASSETS | 1,572,263 | 1,532,141 |
Current Liabilities | ||
Accounts payable | 7,827 | |
Accrued liabilities and other payables | 51,200 | 2,316 |
Customer deposits | 340,783 | 409,924 |
Lease liabilities | 114,132 | |
Amount due to a director | 219,461 | 68,953 |
Amount due to a related company | 199,964 | 199,964 |
Tax payable | 8,319 | |
Total Current-Liabilities | 925,540 | 697,303 |
Non-Current Liabilities | ||
Lease liabilities – non-current portion | 246,022 | |
Commitment and contingents | ||
Shareholders’ Equity | ||
Common stock $0.0001 par value, 100,000,000 shares authorized, 20,252,309 and 20,252,309 shares issued and outstanding as of December 31, 2021 and 2020 respectively | 2,025 | 2,025 |
Additional paid-in capital | 1,290,355 | 1,290,355 |
Accumulated other comprehensive income | 26,516 | 5,244 |
Accumulated deficit | (918,195) | (462,786) |
Total Shareholders’ Equity | 400,701 | 834,838 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,572,263 | $ 1,532,141 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,252,309 | 20,252,309 |
Common stock, shares outstanding | 20,252,309 | 20,252,309 |
Consolidated Statements of Ope
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 361,116 | $ 1,013,141 |
Cost of revenue | (121,690) | (596,530) |
Gross profit | 239,426 | 416,611 |
Operating expenses | ||
Selling and distribution expenses | 5,076 | 158,432 |
General and administrative expenses | 690,780 | 728,994 |
Total operating expenses | 695,856 | 887,426 |
Loss from operation | (456,430) | (470,815) |
Other income: | ||
Interest income | 1,277 | 2,602 |
Sundry income | 6,415 | 6,952 |
Total other income | 7,692 | 9,554 |
Loss before income tax | (448,738) | (461,261) |
Income tax expenses | (6,671) | (8,215) |
NET LOSS | (455,409) | (469,476) |
Other comprehensive loss | ||
Foreign currency adjustment gain | 21,272 | 59,245 |
Comprehensive loss | $ (434,137) | $ (410,231) |
Net loss per common share | ||
Basic and diluted | $ (0.02) | $ (0.03) |
Weighted average number of common share | ||
Basic and diluted | 20,252,309 | 17,525,701 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Dec. 31, 2019 | $ 1,500 | $ 1,290,355 | $ 159,441 | $ (54,001) | $ 1,397,295 |
Balance, shares at Dec. 31, 2019 | 15,000,000 | ||||
Foreign currency translation adjustment | 59,245 | 59,245 | |||
Shares issued for acquisition of legal acquirer | $ 525 | (152,751) | (152,226) | ||
Shares issued for acquisition of legal acquirer, shares | 5,252,309 | ||||
Net loss for the year | (469,476) | (469,476) | |||
Balance at Dec. 31, 2020 | $ 2,025 | 1,290,355 | (462,786) | 5,244 | 834,838 |
Balance, shares at Dec. 31, 2020 | 20,252,309 | ||||
Foreign currency translation adjustment | 21,272 | 21,272 | |||
Net loss for the year | (455,409) | (455,409) | |||
Balance at Dec. 31, 2021 | $ 2,025 | $ 1,290,355 | $ (918,195) | $ 26,516 | $ 400,701 |
Balance, shares at Dec. 31, 2021 | 20,252,309 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities: | ||
Net loss | $ (455,409) | $ (469,476) |
Adjustments to reconcile net loss to net cash (used in) generated from operating activities | ||
Depreciation | 90,961 | 71,472 |
Amortization | 521 | 487 |
Non-cash lease expense | 109,652 | 74,863 |
Total adjustments to reconcile net income to net cash (used in) generated from operating activities | (254,275) | (322,654) |
Change in operating assets and liabilities: | ||
Accounts receivable | 530,196 | |
Prepayments and other receivables | (17,753) | 199,317 |
Inventories | (121,279) | (94,655) |
Accounts payable | (7,827) | 7,827 |
Accrued liabilities and other payables | 48,884 | 2,316 |
Customer deposits | (69,141) | 13,044 |
Tax payable | (17,229) | 8,219 |
Lease liabilities | 47 | |
Net cash (used in) generated from operating activities | (438,620) | 343,657 |
Cash flow from investing activities | ||
Purchase of plant and equipment | (27,358) | (75,060) |
Cash from acquisition of legal acquirer | 7,198 | |
Net cash used in investing activities | (27,358) | (67,862) |
Cash flow from financing activities: | ||
Payment of lease liabilities | (100,189) | (79,395) |
Advance from (repayment to) a related company | 150,508 | (3,038) |
Advance from a director | 128,295 | |
Net cash generated from financing activities | 50,319 | 45,862 |
Foreign currency translation adjustment | 18,699 | 50,245 |
Net change in cash and cash equivalents | (396,960) | 371,902 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 1,006,394 | 634,492 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 609,434 | 1,006,394 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND China Foods Holdings Ltd. (the “Company” or “CFOO”) was incorporated in Delaware on January 10, 2019. The Company currently engages in the sale of healthcare product and rendering of consulting service in Hong Kong and China. On July 9, 2020, the Company consummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands (“ECGL”). As a result of the acquisition of ECGL, the Company entered into the healthcare product distributing and marketing industry, and then pursue a new strategy of developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and Australia. ECGL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, ECGL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of ECGL, and the Company’s assets, liabilities and results of operations will be consolidated with ECGL beginning on the acquisition date. ECGL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (ECGL). After completion of the Share Exchange Transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer. The following table depicts the description of the Company’s subsidiaries : SCHEDULE OF SUBSIDIARIES INFORMATION Name Place of incorporation Principal activities Particulars of registered/ Effective interest Elite Creation Group Limited BVI, a limited liability company Investment holding 50,000 1 100 % Alpha Wellness (HK) Limited Hong Kong, a limited liability company Investment holding 300,000 300,000 100 % Guangzhou Xiao Xiang Health Industry Company Limited The PRC, a limited liability company Sales of healthcare products RMB 8,300,000 100 % The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: ● revenue recognition, ● asset impairments, including goodwill and other indefinite-lived intangible assets; ● sales returns and allowances; ● inventory; ● estimated lives for tangible and intangible assets; ● income tax valuation allowances; and These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “ Segment Reporting one Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2021 and 2020, there was no Inventories Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2021 and 2020, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs. Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: SCHEDULE OF ESTIMATED USEFUL LIVES Expected useful lives Residual value Furniture, fixture and equipment 3 5 Motor vehicle 3.33 4 5 Leasehold improvement 2 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Intangible assets Intangible assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of their registrations on a straight-line basis, which is 10 Amortization expense for the years ended December 31, 2021 and 2020 was $ 521 487 Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented. Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Currently, the Company operates two business segments. Healthcare Business mainly provides health consulting advisory services and . Revenue is earned from the rendering of health consulting advisory services to the customers. The Company recognizes services revenue over the period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. The sale and distribution of the healthcare products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17 % on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records its cost including taxes. Wine Business mainly provides . 17 148,208 0 Disaggregation of Revenue The following table provides information about disaggregated revenue from customers into the nature of the products and services and includes a reconciliation of the disaggregated revenue with reportable segments. SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Consultancy service fee income $ 216,851 $ 221,041 Sale of healthcare products 31,874 481,049 Sale of wine products 112,392 311,051 TOTAL $ 361,116 $ 1,013,141 Income taxes The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the People’s Republic of China and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HK$ and RMB into US$ have been made at the following exchange rates for the years ended December 31, 2021 and 2020. Years ended December 31, 2021 and 2020 SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES 2021 2020 Year-end HK$:US$ exchange rate 0.12822 0.12899 Annual average HK$:US$ exchange rate 0.12865 0.12893 Year-end RMB:US$ exchange rate 0.15742 0.15307 Annual average RMB:US$ exchange rate 0.15507 0.14503 Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share.” Comprehensive income ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit. Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. Leases The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented. This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Related parties The Company follows the ASC 850-10, Related Party 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 Income-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 financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the 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) amount 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 the ASC 450-20, Commitments 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 financial statements. If the assessment indicates that a potentially 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 affect the Company’s business, financial position, and results of operations or cash flows. 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 has adopted 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 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (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 of the FASB Accounting Standards Codification 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 of the FASB Accounting Standards Codification 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 carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND CAPITAL RESOURCES | NOTE 3: LIQUIDITY AND CAPITAL RESOURCES Our cash balance on December 31, 2021, was $ 609,434 1,006,394 396,960 918,195 The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that the Company has raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 4: SEGMENT REPORTING Currently, the Company has two reportable business segments: (i) Healthcare Segment, mainly provides health consulting advisory services and healthcare and wellness products to the customers; and (ii) Wine Segment, mainly provides the wine products to the customers. In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments. SUMMARY OF RECONCILIATION OF DISAGGREGATED REVENUE WITH THE REPORTABLE SEGMENTS Healthcare Segment Wine Segment Total Year Ended December 31, 2021 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ 216,850 $ – $ 216,850 Sale of healthcare products 39,996 – 39,996 Sale of wine products – 104,270 104,270 Total revenue 256,846 104,270 361,116 Cost of sales: Consulting service income (31,315 ) – (31,315 ) Sale of healthcare products (32,064 ) – (32,064 ) Sale of wine products – (58,311 ) (58,311 ) Total cost of revenue (63,379 ) (58,311 ) (121,690 ) Gross profit 193,467 45,959 239,426 Operating Expenses Selling and distribution – (5,076 ) (5,076 ) General and administrative (690,780 ) – (690,780 ) Total operating expenses (690,780 ) (5,076 ) (695,856 ) Segment (loss) income $ (497,313 ) $ 40,883 $ (456,430 ) Healthcare Segment Wine Segment Total Year Ended December 31, 2020 Healthcare Segment Wine Total Revenue from external customers: Consulting service income $ 221,041 $ – $ 221,041 Sale of healthcare products 564,814 – 564,814 Sale of wine products – 227,286 227,286 Total revenue 785,855 227,286 1,013,141 Cost of sales: Consulting service income – – Sale of healthcare products (395,392 ) – (395,392 ) Sale of wine products – (201,138 ) (201,138 ) Total cost of revenue (395,392 ) (201,138 ) (596,530 ) Gross profit 390,463 26,148 416,611 Operating Expenses Selling and distribution – (158,432 ) (158,432 ) General and administrative (728,994 ) – (728,994 ) Total operating expenses (728,994 ) (158,432 ) (887,426 ) Segment loss $ (338,531 ) $ (132,284 ) $ (470,815 ) The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: SUMMARY OF GEOGRAPHIC SEGMENTS 2021 2020 Years ended December 31, 2021 2020 Hong Kong $ 216,851 $ 221,041 China 144,265 792,100 Total revenue $ 361,116 $ 1,013,141 |
PREPAYMENTS AND OTHER RECEIVABL
PREPAYMENTS AND OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments And Other Receivables | |
PREPAYMENTS AND OTHER RECEIVABLES | NOTE 5: PREPAYMENTS AND OTHER RECEIVABLES Prepayments and other receivable consisted of the following: SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLE December 31, 2021 December 31, 2020 Prepayments $ 3,077 $ 7,712 Other deposits - 119 Rental deposits 33,961 - Other receivables 102,216 113,670 Prepayments and other receivable $ 139,254 $ 121,501 Purchase deposits represented deposit payments made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when goods are received by the Company. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6: INVENTORIES Inventories consisted of the following: SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Packing materials $ - $ 21,527 Finished goods 327,551 184,745 Inventories $ 327,551 $ 206,272 For the years ended December 31, 2021 and 2020, no |
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT | NOTE 7: PLANT AND EQUIPMENT SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2021 December 31, 2020 Motor vehicle $ 311,343 $ 311,343 Furniture, fixture and equipment 15,465 15,465 Leasehold improvement 27,358 - Foreign translation difference, net 17,603 10,471 Plant and equipment, gross 371,769 337,279 Less: accumulated depreciation (228,507 ) (137,546 ) Foreign translation difference, net (10,658 ) (6,112 ) Plant and equipment. net $ 132,604 $ 193,621 Depreciation expense for the years ended December 31, 2021 and 2020 were $ 90,961 71,472 |
CUSTOMER DEPOSITS
CUSTOMER DEPOSITS | 12 Months Ended |
Dec. 31, 2021 | |
Customer Deposits | |
CUSTOMER DEPOSITS | NOTE 8: CUSTOMER DEPOSITS Customer deposits represented cash paid to the Company from the customers, for which the Company has an obligation to deliver the orders to satisfy with the customers, or to return the funds, within twelve months. As of December 31, 2021 and 2020, the deposit received from customers was $ 340,783 409,924 |
AMOUNTS DUE TO A DIRECTOR AND A
AMOUNTS DUE TO A DIRECTOR AND A RELATED COMPANY | 12 Months Ended |
Dec. 31, 2021 | |
Amounts Due To Director And Related Company | |
AMOUNTS DUE TO A DIRECTOR AND A RELATED COMPANY | NOTE 9: AMOUNTS DUE TO A DIRECTOR AND A RELATED COMPANY The amounts represented temporary advances to the Company by its director and its related company which were unsecured, interest-free and have no fixed terms of repayments. |
LEASE
LEASE | 12 Months Ended |
Dec. 31, 2021 | |
Lease | |
LEASE | NOTE 10: LEASE The Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 2 4 December 31, 2025 Right of use assets and lease liability – right of use are as follows: SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITY December 31, 2021 December 31, 2020 Right-of-use assets $ 350,563 $ - The lease liability – right of use is as follows: December 31, 2021 December 31, 2020 Current portion $ 114,132 $ - Non-current portion 246,022 - Total $ 360,154 $ - |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 11: SHAREHOLDERS’ EQUITY Common Stock The Company is authorized, subject to limitations prescribed by Delaware law, to issue up to 100,000,000 0.0001 Dividend Rights Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. Voting Rights Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Under our Certificate of Incorporation, stockholders do not have the right to cumulate votes for the election of directors. No Preemptive or Similar Rights Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. Right to Receive Liquidation Distributions Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock. On July 9, 2020, the Company consummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands (“ECGL”), and the shareholders of ECGL. Pursuant to the Share Exchange Agreement, we purchased Fifty Thousand ( 50,000 15,000,000 0.32 4,800,000 As of December 31, 2021 and 2020, a total of 20,252,309 Preferred Stock The Company is not currently authorized to issue shares of preferred stock. The Certificate of Incorporation however, allows the board of directors to authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock in the event that shares of preferred stock are authorized in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. The Company has no current plans to issue any shares of preferred stock. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 12: NET LOSS PER SHARE Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE 2021 2020 Years ended December 31, 2021 2020 Net loss attributable to common shareholders $ (455,409 ) $ (469,476 ) Weighted average common shares outstanding – Basic and diluted 20,252,309 17,525,701 Net loss per share – Basic and diluted $ (0.02 ) $ (0.03 ) For the years ended December 31, 2021 and 2020, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES The provision for income taxes consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2021 2020 Years ended December 31, 2021 2020 Current tax $ 6,671 $ 8,215 Deferred tax - - Income tax expense $ 6,671 $ 8,215 The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America CFOO is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21 For the years ended December 31, 2021 and 2020, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2021 and 2020, the Company has not accrued any penalties on uncertain tax positions. As of December 31, 2021, the operation in the United States incurred $ 173,076 The net operating loss carryforwards begin to expire in 2041, if unutilized. BVI Under the current BVI law, the Company is not subject to tax on income. Hong Kong The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE 2021 2020 Years ended December 31, 2021 2020 Income before income taxes $ 80,157 $ 170,555 Statutory income tax rate 8.25 % 8.25 % Income tax expense at statutory rate 6,613 14,070 Tax adjustments 1,345 (3,277 ) Tax holiday (1,287 ) (2,578 ) Income tax expense $ 6,671 $ 8,215 The PRC The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25% SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE 2021 2020 Years ended December 31, 2021 2020 Loss before income taxes $ (505,601 ) $ (482,014 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate (126,400 ) (120,503 ) Net operating loss 126,400 120,503 Income tax expense $ - $ - The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards - United States $ 54,747 $ 31,454 - PRC 246,903 120,503 Net operating loss carryforwards 301,650 151,957 Less: valuation allowance (301,650 ) (151,957 ) Deferred tax assets, net $ - $ - |
PENSION COSTS
PENSION COSTS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
PENSION COSTS | NOTE 14: PENSION COSTS The Company is required to make contributions to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in the People’s Republic of China. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2021 and 2020, $ 23,617 12,284 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15: RELATED PARTY TRANSACTIONS From time to time, the Company’s director and related company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. As of December 31, 2021 and 2020, the Company owed the balance of $ 219,461 68,953 199,964 199,964 The Company purchased a motor vehicle from a related company at the carrying value of $ 42,966 Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 16: CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: SCHEDULE OF CONCENTRATIONS OF RISK (a) Major customers For the years ended December 31, 2021 and 2020, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows: Year ended December 31, 2021 December 31, 2021 Revenues Percentage of revenues Accounts receivable Customer C $ 165,391 46 % $ - Customer D 103,072 29 % Customer E 51,460 14 % - TOTAL $ 319,923 89 % Total $ - Year ended December 31, 2020 December 31, 2020 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 394,158 39 % $ - Customer B 234,547 23 % - Total: $ 628,705 62 % Total: $ - All of the Company’s customers are located in the People’s Republic of China and Hong Kong. (b) Major vendors For the years ended December 31, 2021 and 2020, the vendor who accounts for 10% or more of the Company’s purchases and its outstanding payable balances as at year-end dates, are presented as follows: Year ended December 31, 2021 December 31, 2021 Vendor Purchases Percentage of purchases Accounts payable Vendor D $ 195,152 99 % Total: $ - Year ended December 31, 2020 December 31, 2020 Vendor Purchases Percentage of purchases Accounts payable Vendor A $ 219,007 37 % $ - Vendor B 71,616 12 % - Vendor C 61,222 10 % - Total: $ 351,845 59 % Total: $ - All of the Company’s vendors are located in the People’s Republic of China. (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Economic and political risk The Company’s major operations are conducted in the People’s Republic of China. Accordingly, the political, economic, and legal environments in PRC, as well as the general state of PRC’s economy may influence the Company’s business, financial condition, and results of operations. (e) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (f) Risk from COVID As a result of COVID-19, the Company has been unable to satisfy certain customer orders for the products. As a result, the customers have experienced delays in receiving the products . There is uncertainty around the duration and breadth of the COVID-19 pandemic, and other actions taken to contain or treat the impact of COVID-19, and the extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17: COMMITMENTS AND CONTINGENCIES As of December 31, 2021 and 2020, the Company has no material commitments or contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18: SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: ● revenue recognition, ● asset impairments, including goodwill and other indefinite-lived intangible assets; ● sales returns and allowances; ● inventory; ● estimated lives for tangible and intangible assets; ● income tax valuation allowances; and These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. |
Segment reporting | Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “ Segment Reporting one |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Accounts receivable | Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2021 and 2020, there was no |
Inventories | Inventories Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2021 and 2020, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs. |
Plant and equipment | Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: SCHEDULE OF ESTIMATED USEFUL LIVES Expected useful lives Residual value Furniture, fixture and equipment 3 5 Motor vehicle 3.33 4 5 Leasehold improvement 2 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Intangible assets | Intangible assets Intangible assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of their registrations on a straight-line basis, which is 10 Amortization expense for the years ended December 31, 2021 and 2020 was $ 521 487 |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented. |
Revenue recognition | Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Currently, the Company operates two business segments. Healthcare Business mainly provides health consulting advisory services and . Revenue is earned from the rendering of health consulting advisory services to the customers. The Company recognizes services revenue over the period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. The sale and distribution of the healthcare products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17 % on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records its cost including taxes. Wine Business mainly provides . 17 148,208 0 |
Disaggregation of Revenue | Disaggregation of Revenue The following table provides information about disaggregated revenue from customers into the nature of the products and services and includes a reconciliation of the disaggregated revenue with reportable segments. SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Consultancy service fee income $ 216,851 $ 221,041 Sale of healthcare products 31,874 481,049 Sale of wine products 112,392 311,051 TOTAL $ 361,116 $ 1,013,141 |
Income taxes | Income taxes The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Foreign currencies translation | Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the People’s Republic of China and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HK$ and RMB into US$ have been made at the following exchange rates for the years ended December 31, 2021 and 2020. Years ended December 31, 2021 and 2020 SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES 2021 2020 Year-end HK$:US$ exchange rate 0.12822 0.12899 Annual average HK$:US$ exchange rate 0.12865 0.12893 Year-end RMB:US$ exchange rate 0.15742 0.15307 Annual average RMB:US$ exchange rate 0.15507 0.14503 |
Net loss per share | Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share.” |
Comprehensive income | Comprehensive income ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit. |
Retirement plan costs | Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. |
Leases | Leases The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented. This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Related parties | Related parties The Company follows the ASC 850-10, Related Party 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 Income-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 financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the 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) amount 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 the ASC 450-20, Commitments 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 financial statements. If the assessment indicates that a potentially 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 affect the Company’s business, financial position, and results of operations or cash flows. |
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 has adopted 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 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (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 of the FASB Accounting Standards Codification 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 of the FASB Accounting Standards Codification 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 carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF SUBSIDIARIES INFORMATION | The following table depicts the description of the Company’s subsidiaries : SCHEDULE OF SUBSIDIARIES INFORMATION Name Place of incorporation Principal activities Particulars of registered/ Effective interest Elite Creation Group Limited BVI, a limited liability company Investment holding 50,000 1 100 % Alpha Wellness (HK) Limited Hong Kong, a limited liability company Investment holding 300,000 300,000 100 % Guangzhou Xiao Xiang Health Industry Company Limited The PRC, a limited liability company Sales of healthcare products RMB 8,300,000 100 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Expected useful lives Residual value Furniture, fixture and equipment 3 5 Motor vehicle 3.33 4 5 Leasehold improvement 2 5 |
SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS | The following table provides information about disaggregated revenue from customers into the nature of the products and services and includes a reconciliation of the disaggregated revenue with reportable segments. SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Consultancy service fee income $ 216,851 $ 221,041 Sale of healthcare products 31,874 481,049 Sale of wine products 112,392 311,051 TOTAL $ 361,116 $ 1,013,141 |
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES | Translation of amounts from HK$ and RMB into US$ have been made at the following exchange rates for the years ended December 31, 2021 and 2020. Years ended December 31, 2021 and 2020 SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES 2021 2020 Year-end HK$:US$ exchange rate 0.12822 0.12899 Annual average HK$:US$ exchange rate 0.12865 0.12893 Year-end RMB:US$ exchange rate 0.15742 0.15307 Annual average RMB:US$ exchange rate 0.15507 0.14503 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SUMMARY OF GEOGRAPHIC SEGMENTS | In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments. SUMMARY OF RECONCILIATION OF DISAGGREGATED REVENUE WITH THE REPORTABLE SEGMENTS Healthcare Segment Wine Segment Total Year Ended December 31, 2021 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ 216,850 $ – $ 216,850 Sale of healthcare products 39,996 – 39,996 Sale of wine products – 104,270 104,270 Total revenue 256,846 104,270 361,116 Cost of sales: Consulting service income (31,315 ) – (31,315 ) Sale of healthcare products (32,064 ) – (32,064 ) Sale of wine products – (58,311 ) (58,311 ) Total cost of revenue (63,379 ) (58,311 ) (121,690 ) Gross profit 193,467 45,959 239,426 Operating Expenses Selling and distribution – (5,076 ) (5,076 ) General and administrative (690,780 ) – (690,780 ) Total operating expenses (690,780 ) (5,076 ) (695,856 ) Segment (loss) income $ (497,313 ) $ 40,883 $ (456,430 ) Healthcare Segment Wine Segment Total Year Ended December 31, 2020 Healthcare Segment Wine Total Revenue from external customers: Consulting service income $ 221,041 $ – $ 221,041 Sale of healthcare products 564,814 – 564,814 Sale of wine products – 227,286 227,286 Total revenue 785,855 227,286 1,013,141 Cost of sales: Consulting service income – – Sale of healthcare products (395,392 ) – (395,392 ) Sale of wine products – (201,138 ) (201,138 ) Total cost of revenue (395,392 ) (201,138 ) (596,530 ) Gross profit 390,463 26,148 416,611 Operating Expenses Selling and distribution – (158,432 ) (158,432 ) General and administrative (728,994 ) – (728,994 ) Total operating expenses (728,994 ) (158,432 ) (887,426 ) Segment loss $ (338,531 ) $ (132,284 ) $ (470,815 ) The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: SUMMARY OF GEOGRAPHIC SEGMENTS 2021 2020 Years ended December 31, 2021 2020 Hong Kong $ 216,851 $ 221,041 China 144,265 792,100 Total revenue $ 361,116 $ 1,013,141 |
SUMMARY OF GEOGRAPHIC SEGMENTS | The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: SUMMARY OF GEOGRAPHIC SEGMENTS 2021 2020 Years ended December 31, 2021 2020 Hong Kong $ 216,851 $ 221,041 China 144,265 792,100 Total revenue $ 361,116 $ 1,013,141 |
PREPAYMENTS AND OTHER RECEIVA_2
PREPAYMENTS AND OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments And Other Receivables | |
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLE | Prepayments and other receivable consisted of the following: SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLE December 31, 2021 December 31, 2020 Prepayments $ 3,077 $ 7,712 Other deposits - 119 Rental deposits 33,961 - Other receivables 102,216 113,670 Prepayments and other receivable $ 139,254 $ 121,501 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following: SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Packing materials $ - $ 21,527 Finished goods 327,551 184,745 Inventories $ 327,551 $ 206,272 |
PLANT AND EQUIPMENT (Tables)
PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2021 December 31, 2020 Motor vehicle $ 311,343 $ 311,343 Furniture, fixture and equipment 15,465 15,465 Leasehold improvement 27,358 - Foreign translation difference, net 17,603 10,471 Plant and equipment, gross 371,769 337,279 Less: accumulated depreciation (228,507 ) (137,546 ) Foreign translation difference, net (10,658 ) (6,112 ) Plant and equipment. net $ 132,604 $ 193,621 |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lease | |
SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITY | Right of use assets and lease liability – right of use are as follows: SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITY December 31, 2021 December 31, 2020 Right-of-use assets $ 350,563 $ - The lease liability – right of use is as follows: December 31, 2021 December 31, 2020 Current portion $ 114,132 $ - Non-current portion 246,022 - Total $ 360,154 $ - |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE | SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE 2021 2020 Years ended December 31, 2021 2020 Net loss attributable to common shareholders $ (455,409 ) $ (469,476 ) Weighted average common shares outstanding – Basic and diluted 20,252,309 17,525,701 Net loss per share – Basic and diluted $ (0.02 ) $ (0.03 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | The provision for income taxes consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2021 2020 Years ended December 31, 2021 2020 Current tax $ 6,671 $ 8,215 Deferred tax - - Income tax expense $ 6,671 $ 8,215 |
SCHEDULE OF DEFERRED TAX ASSETS | The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards - United States $ 54,747 $ 31,454 - PRC 246,903 120,503 Net operating loss carryforwards 301,650 151,957 Less: valuation allowance (301,650 ) (151,957 ) Deferred tax assets, net $ - $ - |
HONG KONG | |
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE | SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE 2021 2020 Years ended December 31, 2021 2020 Income before income taxes $ 80,157 $ 170,555 Statutory income tax rate 8.25 % 8.25 % Income tax expense at statutory rate 6,613 14,070 Tax adjustments 1,345 (3,277 ) Tax holiday (1,287 ) (2,578 ) Income tax expense $ 6,671 $ 8,215 |
CHINA | |
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE | SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE 2021 2020 Years ended December 31, 2021 2020 Loss before income taxes $ (505,601 ) $ (482,014 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate (126,400 ) (120,503 ) Net operating loss 126,400 120,503 Income tax expense $ - $ - |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATIONS OF RISK | SCHEDULE OF CONCENTRATIONS OF RISK (a) Major customers For the years ended December 31, 2021 and 2020, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows: Year ended December 31, 2021 December 31, 2021 Revenues Percentage of revenues Accounts receivable Customer C $ 165,391 46 % $ - Customer D 103,072 29 % Customer E 51,460 14 % - TOTAL $ 319,923 89 % Total $ - Year ended December 31, 2020 December 31, 2020 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 394,158 39 % $ - Customer B 234,547 23 % - Total: $ 628,705 62 % Total: $ - All of the Company’s customers are located in the People’s Republic of China and Hong Kong. (b) Major vendors For the years ended December 31, 2021 and 2020, the vendor who accounts for 10% or more of the Company’s purchases and its outstanding payable balances as at year-end dates, are presented as follows: Year ended December 31, 2021 December 31, 2021 Vendor Purchases Percentage of purchases Accounts payable Vendor D $ 195,152 99 % Total: $ - Year ended December 31, 2020 December 31, 2020 Vendor Purchases Percentage of purchases Accounts payable Vendor A $ 219,007 37 % $ - Vendor B 71,616 12 % - Vendor C 61,222 10 % - Total: $ 351,845 59 % Total: $ - |
SCHEDULE OF SUBSIDIARIES INFORM
SCHEDULE OF SUBSIDIARIES INFORMATION (Details) - 12 months ended Dec. 31, 2021 | USD ($) shares | HKD ($) shares | CNY (¥) shares |
Elite Creation Group Limited [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Place of incorporation and kind of legal entity | BVI, a limited liability company | BVI, a limited liability company | BVI, a limited liability company |
Principal activities | Investment holding | Investment holding | Investment holding |
Stock Issued During Period, Shares, New Issues | shares | 50,000 | 50,000 | 50,000 |
Stock Issued During Period, Value, New Issues | $ | $ 1 | ||
Effective interest held percentage | 100% | 100% | 100% |
Alpha Wellness (HK) Limited [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Place of incorporation and kind of legal entity | Hong Kong, a limited liability company | Hong Kong, a limited liability company | Hong Kong, a limited liability company |
Principal activities | Investment holding | Investment holding | Investment holding |
Stock Issued During Period, Shares, New Issues | shares | 300,000 | 300,000 | 300,000 |
Stock Issued During Period, Value, New Issues | $ | $ 300,000 | ||
Effective interest held percentage | 100% | 100% | 100% |
Guangzhou Xiao Xiang Health Industry Company Limited [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Place of incorporation and kind of legal entity | The PRC, a limited liability company | The PRC, a limited liability company | The PRC, a limited liability company |
Principal activities | Sales of healthcare products | Sales of healthcare products | Sales of healthcare products |
Stock Issued During Period, Value, New Issues | ¥ | ¥ 8,300,000 | ||
Effective interest held percentage | 100% | 100% | 100% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture, Fixture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Residual value | 5% |
Motor Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Residual value | 5% |
Motor Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years 3 months 29 days |
Motor Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Residual value | 5% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
TOTAL | $ 361,116 | $ 1,013,141 |
Consultancy Service Fee Income [Member] | ||
Product Information [Line Items] | ||
TOTAL | 216,851 | 221,041 |
Sales of Healthcare [Member] | ||
Product Information [Line Items] | ||
TOTAL | 31,874 | 481,049 |
Sale Of Wine Products [Member] | ||
Product Information [Line Items] | ||
TOTAL | $ 112,392 | $ 311,051 |
SCHEDULE OF FOREIGN CURRENCIES
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Year-end HK$:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.12822 | 0.12899 |
Annual Average HK$:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.12865 | 0.12893 |
Year-end RMB:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.15742 | 0.15307 |
Annual Average RMB:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.15507 | 0.14503 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021 USD ($) Integer | Dec. 31, 2020 USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segments | Integer | 1 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Intangible assets amortization period | 10 years | |
Amortization expense | $ 521 | 487 |
Sales tax percentage | 17% | |
Product sales returns | $ 148,208 | $ 0 |
Income tax likelihood, description | greater than fifty percent (50%) likelihood of being realized upon ultimate settlement |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 609,434 | $ 1,006,394 |
Net cash | 396,960 | (371,902) |
Accumulated Deficit | $ 918,195 | $ 462,786 |
SUMMARY OF GEOGRAPHIC SEGMENTS
SUMMARY OF GEOGRAPHIC SEGMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 361,116 | $ 1,013,141 |
Total cost of revenue | (121,690) | (596,530) |
Gross profit | 239,426 | 416,611 |
Operating Expenses | ||
Selling and distribution | (5,076) | (158,432) |
General and administrative | (690,780) | (728,994) |
Total operating expenses | (695,856) | (887,426) |
Segment loss | (456,430) | (470,815) |
HONG KONG | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 216,851 | 221,041 |
CHINA | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 144,265 | 792,100 |
Consulting Service Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 216,850 | 221,041 |
Total cost of revenue | (31,315) | |
Sale of Healthcare Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 39,996 | 564,814 |
Total cost of revenue | (32,064) | (395,392) |
Sale Of Wine Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 112,392 | 311,051 |
Total cost of revenue | (58,311) | (201,138) |
Sale Of Wine Products [Member] | Segment Reconciling Items [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 104,270 | 227,286 |
Healthcare Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 256,846 | 785,855 |
Total cost of revenue | (63,379) | (395,392) |
Gross profit | 193,467 | 390,463 |
Operating Expenses | ||
Selling and distribution | ||
General and administrative | (690,780) | (728,994) |
Total operating expenses | (690,780) | (728,994) |
Segment loss | (497,313) | (338,531) |
Healthcare Segment [Member] | Consulting Service Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 216,850 | 221,041 |
Total cost of revenue | (31,315) | |
Healthcare Segment [Member] | Sale of Healthcare Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 39,996 | 564,814 |
Total cost of revenue | (32,064) | (395,392) |
Healthcare Segment [Member] | Sale Of Wine Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total cost of revenue | ||
Healthcare Segment [Member] | Sale Of Wine Products [Member] | Segment Reconciling Items [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | ||
Wine Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 104,270 | 227,286 |
Total cost of revenue | (58,311) | (201,138) |
Gross profit | 45,959 | 26,148 |
Operating Expenses | ||
Selling and distribution | (5,076) | (158,432) |
General and administrative | ||
Total operating expenses | (5,076) | (158,432) |
Segment loss | 40,883 | (132,284) |
Wine Segment [Member] | Consulting Service Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | ||
Total cost of revenue | ||
Wine Segment [Member] | Sale of Healthcare Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | ||
Total cost of revenue | ||
Wine Segment [Member] | Sale Of Wine Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total cost of revenue | (58,311) | (201,138) |
Wine Segment [Member] | Sale Of Wine Products [Member] | Segment Reconciling Items [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 104,270 | $ 227,286 |
SCHEDULE OF PREPAYMENTS AND OTH
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepayments And Other Receivables | ||
Prepayments | $ 3,077 | $ 7,712 |
Other deposits | 119 | |
Rental deposits | 33,961 | |
Other receivables | 102,216 | 113,670 |
Prepayments and other receivable | $ 139,254 | $ 121,501 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Packing materials | $ 21,527 | |
Finished goods | 327,551 | 184,745 |
Inventories | $ 327,551 | $ 206,272 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Allowance for obsolete inventories | $ 0 | $ 0 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | $ 371,769 | $ 337,279 |
Less: accumulated depreciation | (228,507) | (137,546) |
Foreign translation difference, net | (10,658) | (6,112) |
Plant and equipment. net | 132,604 | 193,621 |
Motor Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 311,343 | 311,343 |
Furniture, Fixture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 15,465 | 15,465 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 27,358 | |
Foreign Translation Difference [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | $ 17,603 | $ 10,471 |
PLANT AND EQUIPMENT (Details Na
PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 90,961 | $ 71,472 |
CUSTOMER DEPOSITS (Details Narr
CUSTOMER DEPOSITS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Customer Deposits | ||
Deposit received from customers | $ 340,783 | $ 409,924 |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Lease | ||
Right-of-use assets | $ 350,563 | |
Current portion | 114,132 | |
Non-current portion | 246,022 | |
Total | $ 360,154 |
LEASE (Details Narrative)
LEASE (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Operaitng lease, description | The Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 2 to 4 year, through December 31, 2025. |
Lease expiration date | Dec. 31, 2025 |
Minimum [Member] | |
Lease term | 2 years |
Maximum [Member] | |
Lease term | 4 years |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 20,252,309 | 20,252,309 | |
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of purchase of shares | 5,252,309 | ||
Share Exchange Agreement [Member] | Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, shares issued | 20,252,309 | 20,252,309 | |
Share Exchange Agreement [Member] | Common Stock [Member] | Elite Creation Group Limited [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued | 15,000,000 | ||
Share price per share | $ 0.32 | ||
Aggregate fair value of shares issued | $ 4,800,000 | ||
Share Exchange Agreement [Member] | Common Stock [Member] | Elite Creation Group Limited [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of purchase of shares | 50,000 |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common shareholders | $ (455,409) | $ (469,476) |
Weighted average common shares outstanding – Basic and diluted | 20,252,309 | 17,525,701 |
Net loss per share – Basic and diluted | $ (0.02) | $ (0.03) |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current tax | $ 6,671 | $ 8,215 |
Deferred tax | ||
Income tax expense | $ 6,671 | $ 8,215 |
SCHEDULE OF RECONCILIATION TAX
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss before income taxes | $ (448,738) | $ (461,261) |
Statutory income tax rate | 21% | |
Income tax expense | $ 6,671 | 8,215 |
HONG KONG | ||
Loss before income taxes | $ 80,157 | $ 170,555 |
Statutory income tax rate | 8.25% | 8.25% |
Income tax expense at statutory rate | $ 6,613 | $ 14,070 |
Tax adjustments | 1,345 | (3,277) |
Tax holiday | (1,287) | (2,578) |
Income tax expense | 6,671 | 8,215 |
CHINA | ||
Loss before income taxes | $ (505,601) | $ (482,014) |
Statutory income tax rate | 25% | 25% |
Income tax expense at statutory rate | $ (126,400) | $ (120,503) |
Income tax expense | ||
Net operating loss | $ 126,400 | $ 120,503 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net operating loss carryforwards | $ 301,650 | $ 151,957 |
Less: valuation allowance | (301,650) | (151,957) |
Deferred tax assets, net | ||
UNITED STATES | ||
Net operating loss carryforwards | 54,747 | 31,454 |
CHINA | ||
Net operating loss carryforwards | $ 246,903 | $ 120,503 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax description | The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the years presented | |
Corporate tax rate | 21% | |
umulative net operating losses | $ 173,076 | |
Net operating loss carryforwards expiration | The net operating loss carryforwards begin to expire in 2041, if unutilized. | |
HONG KONG | ||
Income tax description | The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year | |
Corporate tax rate | 8.25% | 8.25% |
CHINA | ||
Income tax description | The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25% | |
Corporate tax rate | 25% | 25% |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Foreign Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee Contributions | $ 23,617 | $ 12,284 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Amount due to a director | $ 219,461 | $ 68,953 |
Due to related company | 199,964 | $ 199,964 |
Motor Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Due from related company | $ 42,966 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF RISK (Details) - Customer Concentration Risk [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer C [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 165,391 | |
Concentration risk, percentage | 46% | |
Customer C [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | ||
Customer D [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 103,072 | |
Concentration risk, percentage | 29% | |
Customer E [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 51,460 | |
Concentration risk, percentage | 14% | |
Customer E [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | ||
Customer [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 319,923 | $ 628,705 |
Concentration risk, percentage | 89% | 62% |
Customer [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | ||
Customer A [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 394,158 | |
Concentration risk, percentage | 39% | |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | ||
Customer B [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 234,547 | |
Concentration risk, percentage | 23% | |
Customer B [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | ||
Vendor D[Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 195,152 | |
Concentration risk, percentage | 99% | |
Vendor D[Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | ||
Vendor A [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 219,007 | |
Concentration risk, percentage | 37% | |
Vendor A [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | ||
Vendor B [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 71,616 | |
Concentration risk, percentage | 12% | |
Vendor B [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | ||
Vendor C [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 61,222 | |
Concentration risk, percentage | 10% | |
Vendor C [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | ||
Vendor [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 351,845 | |
Concentration risk, percentage | 59% | |
Vendor [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable |