| 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, 2023 filed on April 16, 2024. 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 June 30, 2024 and December 31, 2023, there was no Allowance
for Expected Credit Losses In
accordance with ASC Topic 326, “ Credit Losses – Measurement of Credit Losses on Financial Instruments As
of June 30, 2024 and December 31, 2023, there was no Inventories Inventories
are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. 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 June 30, 2024 and December 31, 2023, 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 six months ended June 30, 2024 were $ 138 194 14,160 28,511 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 years and will expire in 2028. Amortization
expense for the three and six months ended June 30, 2024 were $ 116 233 120 243 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
2024 2023 2024 2023
Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Sales of healthcare products $ 3,128 $ 665 $ 3,128 $ 770
Sales of wine products 623 6,175 24,489 18,275
TOTAL $ 3,751 $ 6,840 $ 27,617 $ 19,045 Income
taxes The
Company adopted the ASC Topic 740, “Income Taxes” greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement The
estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Foreign
currencies translation Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the 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 six months ended June 30, 2024 and 2023: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES
2024 2023
Period-end HK$:US$ exchange rate 0.12808 0.12761
Period average HK$:US$ exchange rate 0.12790 0.12757
Period-end RMB:US$ exchange rate 0.13764 0.13782
Period average RMB:US$ exchange rate 0.13895 0.14436 Net
loss per share The
Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share”. Comprehensive
income ASC
Topic 220, “ Comprehensive Income Leases The
Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented.
This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”)
on the balance sheet for leases with terms in excess of 12 months. The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and
finance lease liabilities in the consolidated balance sheets. ROU
assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized,
based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the
implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over
the lease term. Related
parties The
Company follows the ASC 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, and customer deposits approximate their fair values
because of the short maturity of these instruments. Segment
Reporting ASC
Topic 280, “ Segment Reporting one Recent
accounting pronouncements In
November 2023, the Financial Accounting Standards Board (“FASB”) amended guidance in ASU 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of
any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
