Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 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 Common Stock, Shares Outstanding | 20,252,309 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 157,446 | $ 381,709 |
Accounts receivable, net | 5,107 | 5,120 |
Deposits and other receivables | 61,896 | 74,813 |
Inventories, net | 119,232 | 138,582 |
Total Current Assets | 343,681 | 600,224 |
Non-Current Assets | ||
Plant and equipment, net | 17,656 | 55,495 |
Right-of-use assets, net | 34,451 | 20,341 |
Intangible assets, net | 2,631 | 3,148 |
Total Non-Current Assets | 54,738 | 78,984 |
TOTAL ASSETS | 398,419 | 679,208 |
Current Liabilities | ||
Accounts payable | 1,398 | 8,013 |
Accrued liabilities and other payables | 186,324 | 122,660 |
Customer deposits | 66,748 | 73,602 |
Lease liabilities | 34,664 | 21,024 |
Income tax payable | 15,683 | 15,722 |
Total Current Liabilities | 740,181 | 661,779 |
Stockholders’ (Deficit) 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 September 30, 2023 and December 31, 2022, respectively | 2,025 | 2,025 |
Additional paid-in capital | 1,290,355 | 1,290,355 |
Accumulated other comprehensive loss | (6,735) | (2,678) |
Accumulated deficit | (1,627,407) | (1,272,273) |
Total Stockholders’ (Deficit) Equity | (341,762) | 17,429 |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | 398,419 | 679,208 |
Director [Member] | ||
Current Liabilities | ||
Amount due to a related party | 235,400 | 220,794 |
Related Party [Member] | ||
Current Liabilities | ||
Amount due to a related party | $ 199,964 | $ 199,964 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenue, net | $ 5,293 | $ 5,395 | $ 24,338 | $ 169,029 | |
Cost of revenue | (1,619) | (22,498) | (12,654) | (69,809) | |
Gross profit (loss) | 3,674 | (17,103) | 11,684 | 99,220 | |
Operating expenses: | |||||
Selling and distribution expenses | 248 | 3,506 | 2,622 | ||
General and administrative expenses | 116,990 | 99,309 | 363,907 | 332,028 | |
Total operating expenses | 117,238 | 99,309 | 367,413 | 334,650 | |
Loss from operation | (113,564) | (116,412) | (355,729) | (235,430) | |
Other Income: | |||||
Interest income | 4 | 10 | 250 | 123 | |
Sundry income | 9 | 19,612 | 345 | 30,543 | |
Total other income | 13 | 19,622 | 595 | 30,666 | |
Loss before income tax | (113,551) | (96,790) | (355,134) | (204,764) | |
Income tax expenses | 2,607 | (3,966) | |||
Net loss | (113,551) | (94,183) | (355,134) | (208,730) | |
Other comprehensive income (loss): | |||||
Foreign currency adjustment gain (loss) | 23 | (13,735) | (4,057) | (33,391) | |
Comprehensive loss | $ (113,528) | $ (107,918) | $ (359,191) | $ (242,121) | |
Net loss per common share | |||||
Basic | [1] | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Diluted | [1] | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Weighted average number of common stock | |||||
Basic | 20,252,309 | 20,252,309 | 20,252,309 | 20,252,309 | |
Diluted | 20,252,309 | 20,252,309 | 20,252,309 | 20,252,309 | |
[1]denotes net loss per common share of less than $0.001 per share. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 2,025 | $ 1,290,355 | $ (918,195) | $ 26,516 | $ 400,701 |
Balance, shares at Dec. 31, 2021 | 20,252,309 | ||||
Net loss for the period | (76,824) | (76,824) | |||
Foreign currency translation adjustment | (602) | (602) | |||
Balance at Mar. 31, 2022 | $ 2,025 | 1,290,355 | (995,019) | 25,914 | 323,275 |
Balance, shares at Mar. 31, 2022 | 20,252,309 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 2,025 | 1,290,355 | (918,195) | 26,516 | 400,701 |
Balance, shares at Dec. 31, 2021 | 20,252,309 | ||||
Net loss for the period | (208,730) | ||||
Foreign currency translation adjustment | (33,391) | ||||
Balance at Sep. 30, 2022 | $ 2,025 | 1,290,355 | (1,126,925) | (6,875) | 158,580 |
Balance, shares at Sep. 30, 2022 | 20,252,309 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 2,025 | 1,290,355 | (995,019) | 25,914 | 323,275 |
Balance, shares at Mar. 31, 2022 | 20,252,309 | ||||
Net loss for the period | (37,723) | (37,723) | |||
Foreign currency translation adjustment | (19,054) | (19,054) | |||
Balance at Jun. 30, 2022 | $ 2,025 | 1,290,355 | (1,032,742) | 6,860 | 266,498 |
Balance, shares at Jun. 30, 2022 | 20,252,309 | ||||
Net loss for the period | (94,183) | (94,183) | |||
Foreign currency translation adjustment | (13,735) | (13,735) | |||
Balance at Sep. 30, 2022 | $ 2,025 | 1,290,355 | (1,126,925) | (6,875) | 158,580 |
Balance, shares at Sep. 30, 2022 | 20,252,309 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 2,025 | 1,290,355 | (1,272,273) | (2,678) | 17,429 |
Balance, shares at Dec. 31, 2022 | 20,252,309 | ||||
Net loss for the period | (107,871) | (107,871) | |||
Foreign currency translation adjustment | (227) | (227) | |||
Balance at Mar. 31, 2023 | $ 2,025 | 1,290,355 | (1,380,144) | (2,905) | (90,669) |
Balance, shares at Mar. 31, 2023 | 20,252,309 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 2,025 | 1,290,355 | (1,272,273) | (2,678) | 17,429 |
Balance, shares at Dec. 31, 2022 | 20,252,309 | ||||
Net loss for the period | (355,134) | ||||
Foreign currency translation adjustment | (4,057) | ||||
Balance at Sep. 30, 2023 | $ 2,025 | 1,290,355 | (1,627,407) | (6,735) | (341,762) |
Balance, shares at Sep. 30, 2023 | 20,252,309 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 2,025 | 1,290,355 | (1,380,144) | (2,905) | (90,669) |
Balance, shares at Mar. 31, 2023 | 20,252,309 | ||||
Net loss for the period | (133,712) | (133,712) | |||
Foreign currency translation adjustment | (3,853) | (3,853) | |||
Balance at Jun. 30, 2023 | $ 2,025 | 1,290,355 | (1,513,856) | (6,758) | (228,234) |
Balance, shares at Jun. 30, 2023 | 20,252,309 | ||||
Net loss for the period | (113,551) | (113,551) | |||
Foreign currency translation adjustment | 23 | 23 | |||
Balance at Sep. 30, 2023 | $ 2,025 | $ 1,290,355 | $ (1,627,407) | $ (6,735) | $ (341,762) |
Balance, shares at Sep. 30, 2023 | 20,252,309 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (355,134) | $ (208,730) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation of plant and equipment | 37,341 | 51,134 |
Gain from sale of plant and equipment | (16,277) | |
Amortization of intangible assets | 359 | 386 |
Non-cash lease expense | 36,910 | 70,986 |
Adjustments to reconcile net loss to net cash used in operating activities, Total | (280,524) | (102,501) |
Change in operating assets and liabilities: | ||
Accounts receivables | 13 | |
Deposits and other receivables | 12,917 | 41,567 |
Inventories | 19,350 | 49,364 |
Accrued liabilities and other payables | 63,664 | (1,701) |
Accounts payable | (6,615) | |
Income tax recoverable | 7,889 | |
Income tax payable | (39) | |
Customer deposits | (6,854) | (108,265) |
Lease liabilities | (37,427) | |
Net cash used in operating activities | (235,515) | (113,647) |
Cash flows from investing activities: | ||
Purchase of plant and equipment | (743) | |
Proceeds from sale of plant and equipment | 22,930 | |
Net cash (used in) provided by investing activities | (743) | 22,930 |
Cash flows from financing activities: | ||
Repayment of lease liabilities | (76,016) | |
Advances from (repayment to) a director | 14,606 | (1,974) |
Net cash provided by (used in) financing activities | 14,606 | (77,990) |
Foreign currency translation adjustment | (2,611) | (19,028) |
Net change in cash and cash equivalents | (224,263) | (187,735) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 381,709 | 609,434 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 157,446 | 421,699 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | ||
Cash paid for income taxes |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS China Foods Holdings Ltd. (the “Company” or “CFOO”) was incorporated in Delaware on January 10, 2019. The Company is a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China. The Company works with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms. Due to the impact of the COVID-19 pandemic in the healthcare industry, the Company also offered a new line of high-end wine products in our online and offline sales platform, to diversify the market demand and customer needs. The following table depicts the description of the Company’s subsidiaries: SCHEDULE OF SUBSIDIARIES INFORMATION Name Place of incorporation and kind of legal entity Principal activities Particulars of registered/ paid up share capital Effective interest held 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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting, and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 31, 2023. The unaudited condensed 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. 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 at point in time and over time; ● sales returns at point in time and allowances; ● inventory; ● estimated lives for tangible and intangible assets; and ● income tax valuation allowances 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. 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 collectability. 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 September 30, 2023 and December 31, 2022, there was no Credit Losses – Measurement of Credit Losses on Financial Instruments In March 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-02, “Credit Losses – Measurement of Credit Losses on Financial Instruments 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. Costs include material and manufacturing overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of September 30, 2023 and December 31, 2022, 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. Depreciation expense for the three and nine months ended September 30, 2023 were $ 8,830 37,341 14,497 51,134 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 three and nine months ended September 30, 2023 were $ 116 359 Amortization expense for the three and nine months ended September 30, 2022 were $ 127 386 Impairment of long-lived assets In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Impairment or Disposal of Long-Lived Assets” Revenue recognition The Company adopted 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 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 Wine Business 17 no Disaggregation of Revenue The following table provides information about disaggregated revenue from customers into the nature of the products and services, and geographic regions, and includes a reconciliation of the disaggregated revenue with reportable segments. SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS Three September 30, Three September 30, Sale of wine products $ 2,696 $ 5,395 Sales of healthcare products 2,597 - TOTAL $ 5,293 $ 5,395 Nine September 30, Nine September 30, Consultancy service fee income $ - $ 135,452 Sale of wine products 20,971 33,577 Sales of healthcare products 3,367 - TOTAL $ 24,338 $ 169,029 The below revenues are based on the countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following tables: SUMMARY OF GEOGRAPHIC SEGMENTS Three September 30, Three September 30, Hong Kong $ - $ - PRC 5,293 5,395 TOTAL $ 5,293 $ 5,395 Nine September 30, Nine September 30, Hong Kong $ - $ 135,452 PRC 24,338 33,577 TOTAL $ 24,338 $ 169,029 Income taxes The Company adopted the ASC Topic 740, “Income Taxes” greater than fifty percent (50%) likelihood of being realized upon ultimate settlement . Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. 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. Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the nine months ended September 30, 2023 and 2022. 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 unaudited condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the PRC 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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity. Translation of amounts from HK$ and RMB into US$ has been made at the following exchange rates for the nine months ended September 30, 2023 and 2022: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES 2023 2022 Period-end HK$:US$ exchange rate 0.12767 0.12744 Period average HK$:US$ exchange rate 0.12764 0.12779 Period-end RMB:US$ exchange rate 0.13705 0.14930 Period average RMB:US$ exchange rate 0.14229 0.15438 Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share”. Comprehensive loss ASC Topic 220, “ Comprehensive Income Leases The Company adopted ASC Topic 842, “ Leases” In accordance with the guidance in ASC Topic 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term. The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. Related parties The Company follows the ASC Topic 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 Topic 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 Measurement The Company follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures” 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, accounts receivable, deposits and other receivables, accounts payable, accrued liabilities and other payables, customer deposits, amount due to a director, and amount due to a related company approximate their fair values because of the short maturity of these instruments. Segment Reporting ASC Topic 280, “ Segment Reporting Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company has evaluated that the impact of all recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Liquidity And Going Concern | |
LIQUIDITY AND GOING CONCERN | NOTE 3 – LIQUIDITY AND GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared using going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the nine months ended September 30, 2023, the Company incurred a net loss of $ 355,134 396,500 These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 4 – SEGMENT REPORTING Currently, the Company has two (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, including a reconciliation of the disaggregated revenue with the reportable segments. SUMMARY OF REPORTABLE SEGMENTS Healthcare Segment Wine Segment Total Three months ended September 30, 2023 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ – $ – $ – Sale of wine products – 2,696 2,696 Sale of healthcare products 2,597 – 2,597 Total revenue 2,597 2,696 5,293 Cost of revenue: Consulting service income – – – Sale of wine products – (544 ) (544 ) Sale of healthcare products (1,075 ) – (1,075 ) Total cost of revenue (1,075 ) (544 ) (1,619 ) Gross profit 1,522 2,152 3,674 Operating expenses: Selling and distribution – (248 ) (248 ) General and administrative (76,826 ) (40,164 ) (116,990 ) Total operating expenses (76,826 ) (40,412 ) (117,238 ) Segment loss $ (75,304 ) $ (38,260 ) $ (113,564 ) Healthcare Segment Wine Segment Total Three months ended September 30, 2022 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ – $ – $ – Sale of wine products – 5,395 5,395 Sale of healthcare products – – – Total revenue – 5,395 5,395 Cost of revenue: Consulting service income (17,703 ) – (17,703 ) Sale of wine products – (4,795 ) (4,795 ) Sale of healthcare products – – – Total cost of revenue (17,703 ) (4,795 ) (22,498 ) Gross (loss) profit (17,703 ) 600 (17,103 ) Operating expenses: Selling and distribution - - - General and administrative (30,445 ) (68,864 ) (99,309 ) Total operating expenses (30,445 ) (68,864 ) (99,309 ) Segment loss $ (48,148 ) $ (68,264 ) $ (116,412 ) Healthcare Segment Wine Segment Total Nine months ended September 30, 2023 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ – $ – $ – Sale of wine products – 20,971 20,971 Sale of healthcare products 3,367 – 3,367 Total revenue 3,367 20,971 24,338 Cost of revenue: Consulting service income – – – Sale of wine products – (11,227 ) (11,227 ) Sale of healthcare products (1,427 ) – (1,427 ) Total cost of revenue (1,427 ) (11,227 ) (12,654 ) Gross profit 1,940 9,744 11,684 Operating expenses: Selling and distribution – (3,506 ) (3,506 ) General and administrative (232,021 ) (131,886 ) (363,907 ) Total operating expenses (232,021 ) (135,392 ) (367,413 ) Segment loss $ (230,081 ) $ (125,648 ) $ (355,729 ) Healthcare Segment Wine Segment Total Nine months ended September 30, 2022 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ 135,452 $ – $ 135,452 Sale of wine products – 33,577 33,577 Sale of healthcare products – – – Total revenue 135,452 33,577 169,029 Cost of sales: Consulting service income (45,971 ) - (45,971 ) Sale of wine products - (23,838 ) (23,838 ) Sale of healthcare products – – – Total cost of revenue (45,971 ) (23,838 ) (69,809 ) Gross profit 89,481 9,739 99,220 Operating expenses: Selling and distribution - (2,622 ) (2,622 ) General and administrative (94,979 ) (237,049 ) (332,028 ) Total operating expenses (94,979 ) (239,671 ) (334,650 ) Segment loss $ (5,498 ) $ (229,932 ) $ (235,430 ) 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 Three September 30, Three September 30, Hong Kong $ - $ - China 5,293 5,395 TOTAL $ 5,293 $ 5,395 Nine Months Ended September 30, Nine Months Ended September 30, Hong Kong $ - $ 135,452 China 24,338 33,577 TOTAL $ 24,338 $ 169,029 |
DEPOSITS AND OTHER RECEIVABLES
DEPOSITS AND OTHER RECEIVABLES | 9 Months Ended |
Sep. 30, 2023 | |
Deposits And Other Receivables | |
DEPOSITS AND OTHER RECEIVABLES | NOTE 5 – DEPOSITS AND OTHER RECEIVABLES Deposits and other receivables consisted of the following: SCHEDULE OF DEPOSITS AND OTHER RECEIVABLE September 30, December 31, (Audited) Rental deposits $ 40,751 $ 40,115 Purchase deposits 17,967 23,835 Other receivables 3,178 10,863 Deposits and other receivable $ 61,896 $ 74,813 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6 – INVENTORIES Inventories consisted of the following: SCHEDULE OF INVENTORIES September 30, December 31, (Audited) Finished goods – Healthcare products $ - $ - Finished goods – Wine products 119,232 138,582 Finished goods $ 119,232 $ 138,582 For the three and nine months ended September 30, 2023 and 2022, no |
LEASE
LEASE | 9 Months Ended |
Sep. 30, 2023 | |
Lease | |
LEASE | NOTE 7 – LEASE The Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 1 2 Right of use assets and lease liability – right of use are as follows: SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITY September 30, 2023 December 31, (Audited) Right-of-use assets $ 34,451 $ 20,341 The lease liability – right of use is as follows: September 30, December 31, (Audited) Lease liabilities $ 34,664 $ 21,024 As of September 30, 2023, the operating lease payment of $ 34,664 |
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT | NOTE 8 – PLANT AND EQUIPMENT SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT September 30, 2023 December 31, (Audited) Motor vehicle $ 284,255 $ 284,255 Furniture, fixture and equipment 16,208 15,465 Leasehold improvement 27,358 27,358 Foreign translation adjustment (18,083 ) (4,095 ) Plant and equipment, gross 309,738 322,983 Less: accumulated depreciation (296,006 ) (258,665 ) Foreign translation adjustment 3,924 (8,823 ) Plant and equipment, net $ 17,656 $ 55,495 Depreciation expense for the three and nine months ended September 30, 2023 were $ 8,830 37,341 Depreciation expense for the three and nine months ended September 30, 2022 were $ 14,497 51,134 |
AMOUNTS DUE TO A DIRECTOR AND A
AMOUNTS DUE TO A DIRECTOR AND A RELATED COMPANY | 9 Months Ended |
Sep. 30, 2023 | |
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 As of September 30, 2023 and December 31, 2022, the amounts represented temporary advances to the Company by its director and a related company which were unsecured, interest-free and have no fixed terms of repayments. |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIT) EQUITY | NOTE 10 – STOCKHOLDERS’ (DEFICIT) 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. As of September 30, 2023, and December 31, 2022, a total of 20,252,309 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The provision for income taxes consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2023 2022 Nine months ended September 30, 2023 2022 Current tax $ - $ 3,966 Deferred tax - - Income tax expense $ - $ 3,966 The Company mainly operates in the PRC that is subject to taxes in the governing jurisdictions in which it operates. 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, as follows: BVI Under the current BVI law, the Company is not subject to tax on income. The PRC The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the PRC at a unified income tax rate of 25%. SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE 2023 2022 Nine months ended September 30, 2023 2022 Loss before income taxes $ (156,322 ) $ (220,924 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate (39,081 ) (55,231 ) Net operating loss 39,081 55,231 Income tax expense $ - $ - 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 2023 2022 Nine months ended September 30, 2023 2022 (Loss) income before income tax $ (178,731 ) $ 25,029 Statutory income tax rate 8.25 % 8.25 % Income tax expense at statutory rate (14,745 ) 2,065 Tax adjustments 1,334 1,901 Net operating loss 13,411 - Income tax expense $ - $ 3,966 The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED TAX ASSETS September 30, December 31, (Audited) Deferred tax assets: Net operating loss carryforwards - United States $ 154,092 149,874 - Hong Kong 13,411 - - PRC 348,712 309,631 Net operating loss carryforwards 516,215 459,505 Less: valuation allowance (516,215 ) (459,505 ) Deferred tax assets, net $ - $ - As of September 30, 2023, the operations in the United States of America incurred $ 733,771 154,092 Also, the operations in the PRC incurred $ 1,394,848 5 348,712 Uncertain tax positions The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of September 30, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the nine months ended September 30, 2023 and 2022 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from September 30, 2023. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS From time to time, the Company’s director advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 13 – CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three and nine months ended September 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivables balance as at period-end dates, are presented as follows: SCHEDULE OF CONCENTRATIONS OF RISK Three months ended Customer Revenues Percentage of Customer A $ 2,960 56 % Nine months ended September 30, 2023 September 30, 2023 Customer Revenues Percentage of Accounts Percentage of Customer A $ 2,960 12 % - - Customer C 10,220 42 % - - Total: $ 13,180 54 % Total - - Three months ended Customer Revenues Percentage of Customer B $ 5,297 98 % Nine months ended September 30, 2022 September 30, 2022 Customer Revenues Percentage of Accounts Percentage of Customer A $ 135,452 80 % - - Customer B 19,395 12 % - - Total: $ 154,847 92 % Total - - The Company’s major customers are located in the PRC and Hong Kong. (b) Major vendors For the three months ended September 30, 2023, there is no single vendor representing more than 10% of the Company’s purchases. For the nine months ended September 30, 2023, a single vendor represented more than 10% of the Company’s purchases. This vendor accounted for 11 1,398 0 For the three and nine months ended September 30, 2022, there is no single vendor representing more than 10% of the Company’s purchases. All of the Company’s vendors are located in the PRC. (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 PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the 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 RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES As of September 30, 2023, the Company has no material commitments or contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting, and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 31, 2023. The unaudited condensed 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. |
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 at point in time and over time; ● sales returns at point in time and allowances; ● inventory; ● estimated lives for tangible and intangible assets; and ● income tax valuation allowances 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. |
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 collectability. 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 September 30, 2023 and December 31, 2022, there was no Credit Losses – Measurement of Credit Losses on Financial Instruments In March 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-02, “Credit Losses – Measurement of Credit Losses on Financial Instruments |
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. Costs include material and manufacturing overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of September 30, 2023 and December 31, 2022, 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. Depreciation expense for the three and nine months ended September 30, 2023 were $ 8,830 37,341 14,497 51,134 |
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 three and nine months ended September 30, 2023 were $ 116 359 Amortization expense for the three and nine months ended September 30, 2022 were $ 127 386 |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Impairment or Disposal of Long-Lived Assets” |
Revenue recognition | Revenue recognition The Company adopted 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 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 Wine Business 17 no Disaggregation of Revenue The following table provides information about disaggregated revenue from customers into the nature of the products and services, and geographic regions, and includes a reconciliation of the disaggregated revenue with reportable segments. SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS Three September 30, Three September 30, Sale of wine products $ 2,696 $ 5,395 Sales of healthcare products 2,597 - TOTAL $ 5,293 $ 5,395 Nine September 30, Nine September 30, Consultancy service fee income $ - $ 135,452 Sale of wine products 20,971 33,577 Sales of healthcare products 3,367 - TOTAL $ 24,338 $ 169,029 The below revenues are based on the countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following tables: SUMMARY OF GEOGRAPHIC SEGMENTS Three September 30, Three September 30, Hong Kong $ - $ - PRC 5,293 5,395 TOTAL $ 5,293 $ 5,395 Nine September 30, Nine September 30, Hong Kong $ - $ 135,452 PRC 24,338 33,577 TOTAL $ 24,338 $ 169,029 |
Income taxes | Income taxes The Company adopted the ASC Topic 740, “Income Taxes” greater than fifty percent (50%) likelihood of being realized upon ultimate settlement . Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. 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. |
Uncertain tax positions | Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the nine months ended September 30, 2023 and 2022. |
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 unaudited condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the PRC 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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity. Translation of amounts from HK$ and RMB into US$ has been made at the following exchange rates for the nine months ended September 30, 2023 and 2022: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES 2023 2022 Period-end HK$:US$ exchange rate 0.12767 0.12744 Period average HK$:US$ exchange rate 0.12764 0.12779 Period-end RMB:US$ exchange rate 0.13705 0.14930 Period average RMB:US$ exchange rate 0.14229 0.15438 |
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 loss | Comprehensive loss ASC Topic 220, “ Comprehensive Income |
Leases | Leases The Company adopted ASC Topic 842, “ Leases” In accordance with the guidance in ASC Topic 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term. The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. |
Related parties | Related parties The Company follows the ASC Topic 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 Topic 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 Measurement | Fair value Measurement The Company follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures” 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, accounts receivable, deposits and other receivables, accounts payable, accrued liabilities and other payables, customer deposits, amount due to a director, and amount due to a related company approximate their fair values because of the short maturity of these instruments. |
Segment Reporting | Segment Reporting ASC Topic 280, “ Segment Reporting |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company has evaluated that the impact of all recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
NATURE OF OPERATIONS (Tables)
NATURE OF OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 and kind of legal entity Principal activities Particulars of registered/ paid up share capital Effective interest held 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) | 9 Months Ended |
Sep. 30, 2023 | |
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 geographic regions, and includes a reconciliation of the disaggregated revenue with reportable segments. SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS Three September 30, Three September 30, Sale of wine products $ 2,696 $ 5,395 Sales of healthcare products 2,597 - TOTAL $ 5,293 $ 5,395 Nine September 30, Nine September 30, Consultancy service fee income $ - $ 135,452 Sale of wine products 20,971 33,577 Sales of healthcare products 3,367 - TOTAL $ 24,338 $ 169,029 |
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES | Translation of amounts from HK$ and RMB into US$ has been made at the following exchange rates for the nine months ended September 30, 2023 and 2022: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES 2023 2022 Period-end HK$:US$ exchange rate 0.12767 0.12744 Period average HK$:US$ exchange rate 0.12764 0.12779 Period-end RMB:US$ exchange rate 0.13705 0.14930 Period average RMB:US$ exchange rate 0.14229 0.15438 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SUMMARY OF REPORTABLE SEGMENTS | SUMMARY OF REPORTABLE SEGMENTS Healthcare Segment Wine Segment Total Three months ended September 30, 2023 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ – $ – $ – Sale of wine products – 2,696 2,696 Sale of healthcare products 2,597 – 2,597 Total revenue 2,597 2,696 5,293 Cost of revenue: Consulting service income – – – Sale of wine products – (544 ) (544 ) Sale of healthcare products (1,075 ) – (1,075 ) Total cost of revenue (1,075 ) (544 ) (1,619 ) Gross profit 1,522 2,152 3,674 Operating expenses: Selling and distribution – (248 ) (248 ) General and administrative (76,826 ) (40,164 ) (116,990 ) Total operating expenses (76,826 ) (40,412 ) (117,238 ) Segment loss $ (75,304 ) $ (38,260 ) $ (113,564 ) Healthcare Segment Wine Segment Total Three months ended September 30, 2022 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ – $ – $ – Sale of wine products – 5,395 5,395 Sale of healthcare products – – – Total revenue – 5,395 5,395 Cost of revenue: Consulting service income (17,703 ) – (17,703 ) Sale of wine products – (4,795 ) (4,795 ) Sale of healthcare products – – – Total cost of revenue (17,703 ) (4,795 ) (22,498 ) Gross (loss) profit (17,703 ) 600 (17,103 ) Operating expenses: Selling and distribution - - - General and administrative (30,445 ) (68,864 ) (99,309 ) Total operating expenses (30,445 ) (68,864 ) (99,309 ) Segment loss $ (48,148 ) $ (68,264 ) $ (116,412 ) Healthcare Segment Wine Segment Total Nine months ended September 30, 2023 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ – $ – $ – Sale of wine products – 20,971 20,971 Sale of healthcare products 3,367 – 3,367 Total revenue 3,367 20,971 24,338 Cost of revenue: Consulting service income – – – Sale of wine products – (11,227 ) (11,227 ) Sale of healthcare products (1,427 ) – (1,427 ) Total cost of revenue (1,427 ) (11,227 ) (12,654 ) Gross profit 1,940 9,744 11,684 Operating expenses: Selling and distribution – (3,506 ) (3,506 ) General and administrative (232,021 ) (131,886 ) (363,907 ) Total operating expenses (232,021 ) (135,392 ) (367,413 ) Segment loss $ (230,081 ) $ (125,648 ) $ (355,729 ) Healthcare Segment Wine Segment Total Nine months ended September 30, 2022 Healthcare Segment Wine Segment Total Revenue from external customers: Consulting service income $ 135,452 $ – $ 135,452 Sale of wine products – 33,577 33,577 Sale of healthcare products – – – Total revenue 135,452 33,577 169,029 Cost of sales: Consulting service income (45,971 ) - (45,971 ) Sale of wine products - (23,838 ) (23,838 ) Sale of healthcare products – – – Total cost of revenue (45,971 ) (23,838 ) (69,809 ) Gross profit 89,481 9,739 99,220 Operating expenses: Selling and distribution - (2,622 ) (2,622 ) General and administrative (94,979 ) (237,049 ) (332,028 ) Total operating expenses (94,979 ) (239,671 ) (334,650 ) Segment loss $ (5,498 ) $ (229,932 ) $ (235,430 ) |
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 Three September 30, Three September 30, Hong Kong $ - $ - China 5,293 5,395 TOTAL $ 5,293 $ 5,395 Nine Months Ended September 30, Nine Months Ended September 30, Hong Kong $ - $ 135,452 China 24,338 33,577 TOTAL $ 24,338 $ 169,029 SUMMARY OF GEOGRAPHIC SEGMENTS Three September 30, Three September 30, Hong Kong $ - $ - PRC 5,293 5,395 TOTAL $ 5,293 $ 5,395 Nine September 30, Nine September 30, Hong Kong $ - $ 135,452 PRC 24,338 33,577 TOTAL $ 24,338 $ 169,029 |
DEPOSITS AND OTHER RECEIVABLES
DEPOSITS AND OTHER RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deposits And Other Receivables | |
SCHEDULE OF DEPOSITS AND OTHER RECEIVABLE | Deposits and other receivables consisted of the following: SCHEDULE OF DEPOSITS AND OTHER RECEIVABLE September 30, December 31, (Audited) Rental deposits $ 40,751 $ 40,115 Purchase deposits 17,967 23,835 Other receivables 3,178 10,863 Deposits and other receivable $ 61,896 $ 74,813 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following: SCHEDULE OF INVENTORIES September 30, December 31, (Audited) Finished goods – Healthcare products $ - $ - Finished goods – Wine products 119,232 138,582 Finished goods $ 119,232 $ 138,582 |
LEASE (Tables)
LEASE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 December 31, (Audited) Right-of-use assets $ 34,451 $ 20,341 The lease liability – right of use is as follows: September 30, December 31, (Audited) Lease liabilities $ 34,664 $ 21,024 |
PLANT AND EQUIPMENT (Tables)
PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT September 30, 2023 December 31, (Audited) Motor vehicle $ 284,255 $ 284,255 Furniture, fixture and equipment 16,208 15,465 Leasehold improvement 27,358 27,358 Foreign translation adjustment (18,083 ) (4,095 ) Plant and equipment, gross 309,738 322,983 Less: accumulated depreciation (296,006 ) (258,665 ) Foreign translation adjustment 3,924 (8,823 ) Plant and equipment, net $ 17,656 $ 55,495 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | The provision for income taxes consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2023 2022 Nine months ended September 30, 2023 2022 Current tax $ - $ 3,966 Deferred tax - - Income tax expense $ - $ 3,966 |
SCHEDULE OF DEFERRED TAX ASSETS | The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED TAX ASSETS September 30, December 31, (Audited) Deferred tax assets: Net operating loss carryforwards - United States $ 154,092 149,874 - Hong Kong 13,411 - - PRC 348,712 309,631 Net operating loss carryforwards 516,215 459,505 Less: valuation allowance (516,215 ) (459,505 ) Deferred tax assets, net $ - $ - |
CHINA | |
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE | SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE 2023 2022 Nine months ended September 30, 2023 2022 Loss before income taxes $ (156,322 ) $ (220,924 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate (39,081 ) (55,231 ) Net operating loss 39,081 55,231 Income tax expense $ - $ - |
HONG KONG | |
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE | SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE 2023 2022 Nine months ended September 30, 2023 2022 (Loss) income before income tax $ (178,731 ) $ 25,029 Statutory income tax rate 8.25 % 8.25 % Income tax expense at statutory rate (14,745 ) 2,065 Tax adjustments 1,334 1,901 Net operating loss 13,411 - Income tax expense $ - $ 3,966 |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATIONS OF RISK | SCHEDULE OF CONCENTRATIONS OF RISK Three months ended Customer Revenues Percentage of Customer A $ 2,960 56 % Nine months ended September 30, 2023 September 30, 2023 Customer Revenues Percentage of Accounts Percentage of Customer A $ 2,960 12 % - - Customer C 10,220 42 % - - Total: $ 13,180 54 % Total - - Three months ended Customer Revenues Percentage of Customer B $ 5,297 98 % Nine months ended September 30, 2022 September 30, 2022 Customer Revenues Percentage of Accounts Percentage of Customer A $ 135,452 80 % - - Customer B 19,395 12 % - - Total: $ 154,847 92 % Total - - |
SCHEDULE OF SUBSIDIARIES INFORM
SCHEDULE OF SUBSIDIARIES INFORMATION (Details) - 9 months ended Sep. 30, 2023 | 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) | Sep. 30, 2023 |
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 ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
TOTAL | $ 5,293 | $ 5,395 | $ 24,338 | $ 169,029 |
Sale of Wine Products [Member] | ||||
Product Information [Line Items] | ||||
TOTAL | 2,696 | 5,395 | 20,971 | 33,577 |
Sales of Healthcare Products [Member] | ||||
Product Information [Line Items] | ||||
TOTAL | 2,597 | 3,367 | ||
Consultancy Service Fee Income [Member] | ||||
Product Information [Line Items] | ||||
TOTAL | $ 135,452 |
SUMMARY OF GEOGRAPHIC SEGMENTS
SUMMARY OF GEOGRAPHIC SEGMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
TOTAL | $ 5,293 | $ 5,395 | $ 24,338 | $ 169,029 |
HONG KONG | ||||
TOTAL | 135,452 | |||
CHINA | ||||
TOTAL | $ 5,293 | $ 5,395 | $ 24,338 | $ 33,577 |
SCHEDULE OF FOREIGN CURRENCIES
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES (Details) | Sep. 30, 2023 | Sep. 30, 2022 |
Period-end HK$:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.12767 | 0.12744 |
Period Average HK$:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.12764 | 0.12779 |
Period-end RMB:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.13705 | 0.14930 |
Period Average RMB:US$ Exchange Rate [Member] | ||
Offsetting Assets [Line Items] | ||
Foreign currency translation exchange rates | 0.14229 | 0.15438 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | ||
Depreciation expense | $ 8,830 | $ 14,497 | $ 37,341 | $ 51,134 | |
Intangible assets amortization period | 10 years | 10 years | |||
Amortization of intangible assets | $ 116 | $ 127 | $ 359 | 386 | |
Sales tax percentage | 17% | ||||
Product sales returns | $ 0 | $ 0 | |||
Income Tax Examination, Likelihood of Unfavorable Settlement | greater than fifty percent (50%) likelihood of being realized upon ultimate settlement |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Liquidity And Going Concern | ||||||||
Net income loss | $ 113,551 | $ 133,712 | $ 107,871 | $ 94,183 | $ 37,723 | $ 76,824 | $ 355,134 | $ 208,730 |
Working capital | $ 396,500 | $ 396,500 |
SUMMARY OF REPORTABLE SEGMENTS
SUMMARY OF REPORTABLE SEGMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 5,293 | $ 5,395 | $ 24,338 | $ 169,029 |
Total cost of revenue | (1,619) | (22,498) | (12,654) | (69,809) |
Gross profit (loss) | 3,674 | (17,103) | 11,684 | 99,220 |
Selling and distribution | (248) | (3,506) | (2,622) | |
General and administrative | (116,990) | (99,309) | (363,907) | (332,028) |
Total operating expenses | (117,238) | (99,309) | (367,413) | (334,650) |
Loss from operation | (113,564) | (116,412) | (355,729) | (235,430) |
Consultancy Service Fee Income [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 135,452 | |||
Total cost of revenue | (17,703) | (45,971) | ||
Sale of Wine Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,696 | 5,395 | 20,971 | 33,577 |
Total cost of revenue | (544) | (4,795) | (11,227) | (23,838) |
Sales of Healthcare Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,597 | 3,367 | ||
Total cost of revenue | (1,075) | (1,427) | ||
Healthcare Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,597 | 3,367 | 135,452 | |
Total cost of revenue | (1,075) | (17,703) | (1,427) | (45,971) |
Gross profit (loss) | 1,522 | (17,703) | 1,940 | 89,481 |
Selling and distribution | ||||
General and administrative | (76,826) | (30,445) | (232,021) | (94,979) |
Total operating expenses | (76,826) | (30,445) | (232,021) | (94,979) |
Loss from operation | (75,304) | (48,148) | (230,081) | (5,498) |
Healthcare Segment [Member] | Consultancy Service Fee Income [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 135,452 | |||
Total cost of revenue | (17,703) | (45,971) | ||
Healthcare Segment [Member] | Sale of Wine Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | ||||
Total cost of revenue | ||||
Healthcare Segment [Member] | Sales of Healthcare Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,597 | 3,367 | ||
Total cost of revenue | (1,075) | (1,427) | ||
Wine Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,696 | 5,395 | 20,971 | 33,577 |
Total cost of revenue | (544) | (4,795) | (11,227) | (23,838) |
Gross profit (loss) | 2,152 | 600 | 9,744 | 9,739 |
Selling and distribution | (248) | (3,506) | (2,622) | |
General and administrative | (40,164) | (68,864) | (131,886) | (237,049) |
Total operating expenses | (40,412) | (68,864) | (135,392) | (239,671) |
Loss from operation | (38,260) | (68,264) | (125,648) | (229,932) |
Wine Segment [Member] | Consultancy Service Fee Income [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 revenue | 2,696 | 5,395 | 20,971 | 33,577 |
Total cost of revenue | (544) | (4,795) | (11,227) | (23,838) |
Wine Segment [Member] | Sales of Healthcare Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | ||||
Total cost of revenue |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SCHEDULE OF DEPOSITS AND OTHER
SCHEDULE OF DEPOSITS AND OTHER RECEIVABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deposits And Other Receivables | ||
Rental deposits | $ 40,751 | $ 40,115 |
Purchase deposits | 17,967 | 23,835 |
Other receivables | 3,178 | 10,863 |
Deposits and other receivable | $ 61,896 | $ 74,813 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finished goods | $ 119,232 | $ 138,582 |
Healthcare Products [Member] | ||
Finished goods | ||
Wine Products [Member] | ||
Finished goods | $ 119,232 | $ 138,582 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | ||||
Allowance for obsolete inventories | $ 0 | $ 0 | $ 0 | $ 0 |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS AND LIABILITY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Lease | ||
Right-of-use assets | $ 34,451 | $ 20,341 |
Lease liabilities | $ 34,664 | $ 21,024 |
LEASE (Details Narrative)
LEASE (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Operating lease, description | The Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 1 to 2 |
Lease term | 2 years |
Operating lease payment | $ 34,664 |
Minimum [Member] | |
Lease term | 1 year |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | $ 309,738 | $ 322,983 |
Less: accumulated depreciation | (296,006) | (258,665) |
Foreign translation adjustment | 3,924 | (8,823) |
Plant and equipment, net | 17,656 | 55,495 |
Motor Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 284,255 | 284,255 |
Furniture, Fixture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 16,208 | 15,465 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 27,358 | 27,358 |
Foreign Translation Difference [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Foreign translation adjustment | $ (18,083) | $ (4,095) |
PLANT AND EQUIPMENT (Details Na
PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 8,830 | $ 14,497 | $ 37,341 | $ 51,134 |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY (Details Narrative) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
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 |
mon stock, shares, outstanding | 20,252,309 | 20,252,309 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Current tax | $ 3,966 | |||
Deferred tax | ||||
Income tax expense | $ (2,607) | $ 3,966 |
SCHEDULE OF RECONCILIATION TAX
SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income tax expense | $ (2,607) | $ 3,966 | ||
CHINA | ||||
(Loss) income before income tax | $ (156,322) | $ (220,924) | ||
Statutory income tax rate | 25% | 25% | ||
Income tax expense at statutory rate | $ (39,081) | $ (55,231) | ||
Net operating loss | 39,081 | 55,231 | ||
Income tax expense | ||||
HONG KONG | ||||
(Loss) income before income tax | $ (178,731) | $ 25,029 | ||
Statutory income tax rate | 8.25% | 8.25% | ||
Income tax expense at statutory rate | $ (14,745) | $ 2,065 | ||
Net operating loss | 13,411 | |||
Income tax expense | 3,966 | |||
Tax adjustments | $ 1,334 | $ 1,901 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Net operating loss carryforwards | $ 516,215 | $ 459,505 |
Less: valuation allowance | (516,215) | (459,505) |
Deferred tax assets, net | ||
UNITED STATES | ||
Net operating loss carryforwards | 154,092 | 149,874 |
HONG KONG | ||
Net operating loss carryforwards | 13,411 | |
CHINA | ||
Net operating loss carryforwards | $ 348,712 | $ 309,631 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred tax assets | $ 516,215 | $ 459,505 |
CHINA | ||
Income tax description | The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the PRC at a unified income tax rate of 25%. | |
Cumulative net operating losses | $ 1,394,848 | |
Deferred tax assets | $ 348,712 | 309,631 |
Net operating loss carryforwards term | 5 years | |
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. | |
Deferred tax assets | $ 13,411 | |
UNITED STATES | ||
Cumulative net operating losses | 733,771 | |
Deferred tax assets | $ 154,092 | $ 149,874 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF RISK (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Concentration Risk [Line Items] | ||||
Revenue, net | $ 5,293 | $ 5,395 | $ 24,338 | $ 169,029 |
Customer A [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue, net | $ 2,960 | $ 2,960 | $ 135,452 | |
Concentration risk, percentage | 56% | 12% | 80% | |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | ||||
Accounts receivable | ||||
Customer C [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue, net | $ 10,220 | |||
Concentration risk, percentage | 42% | |||
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | ||||
Accounts receivable | ||||
Customer [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue, net | $ 13,180 | $ 154,847 | ||
Concentration risk, percentage | 54% | 92% | ||
Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | ||||
Accounts receivable | ||||
Customer B [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue, net | $ 5,297 | $ 19,395 | ||
Concentration risk, percentage | 98% | 12% | ||
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | ||||
Accounts receivable |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) - Supplier Concentration Risk [Member] - Vendor [Member] | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Cost of Goods and Service Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 11% | |
Purchase | $ 1,398 | $ 1,398 |
Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | $ 0 | $ 0 |