Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Feb. 10, 2017 | May 31, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CHINA GEWANG BIOTECHNOLOGY, INC. | ||
Entity Central Index Key | 1,489,902 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --11-30 | ||
Document Type | 10-K | ||
Document Period End Date | Nov. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 129,148,425 | ||
Entity Common Stock, Shares Outstanding | 75,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Current assets: | ||
Cash | $ 13,108,340 | $ 8,669,034 |
Accounts receivable | 11,205,011 | 267,868 |
Inventory | 107,830 | 156,778 |
Prepaid expenses | 5,540,051 | 201,369 |
Total current assets | 29,961,232 | 9,295,049 |
Property, plant and equipment, net | 128,767 | 65,860 |
Other assets: | ||
Deferred registration cost | 110,086 | |
Equity Method Investments | 6,003,412 | |
TOTAL ASSETS | 36,203,497 | 9,360,909 |
Current liabilities: | ||
Accounts payable | 3,367,174 | |
Taxes payable | 789,370 | 64,153 |
Accrued expenses and other payables | 193,090 | 175,086 |
Loans from third party | 228,238 | |
Loans from stockholder | 237,639 | |
Total current liabilities | 4,815,511 | 405,345 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock - $0.001 par value, 100,000,000 and 75,000,000 shares authorized, 75,000,000 and 45,500,000 shares issued and outstanding as of November 30, 2016 and November 30, 2015, respectively | 75,000 | 45,500 |
Additional paid-in capital | 16,980,102 | 6,525,743 |
Retained earnings | 15,026,053 | 2,270,416 |
Statutory reserve fund | 759,094 | 281,766 |
Other comprehensive (loss) | (1,707,064) | (252,022) |
Stockholders' equity before noncontrolling interests | 31,133,185 | 8,871,403 |
Noncontrolling interests | 254,801 | 84,161 |
Total stockholders' equity | 31,387,986 | 8,955,564 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 36,203,497 | $ 9,360,909 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2016 | Nov. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 75,000,000 |
Common stock, shares issued | 75,000,000 | 45,500,000 |
Common stock, shares outstanding | 75,000,000 | 45,500,000 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Statement [Abstract] | |||
Net revenues | $ 45,519,999 | $ 4,184,255 | $ 45,519,999 |
Cost of goods sold | (28,765,888) | (1,186,461) | (725,449) |
Gross profit | 16,754,111 | 2,997,794 | 1,642,567 |
Operating expenses: | |||
Selling and marketing | 3,044,135 | 836,040 | 473,670 |
General and administrative | 1,005,385 | 528,627 | 150,154 |
Research and development | 605,816 | ||
Total operating expenses | 4,655,336 | 1,364,667 | 623,824 |
Operating income | 12,098,775 | 1,633,127 | 1,018,743 |
Other income | |||
Interest income | 14,868 | 13,508 | 2,900 |
Income before provision for income taxes | 12,113,643 | 1,646,635 | 1,021,643 |
Provision for income taxes | 3,075,733 | 457,922 | 264,553 |
Equity in income of investee | 4,536,760 | ||
Net income before noncontrolling interests | 13,574,670 | 1,188,713 | 757,090 |
Noncontrolling interests | (326,213) | (61,790) | (38,952) |
Net income attributable to common stockholders | $ 13,248,457 | $ 1,126,923 | $ 718,138 |
Earnings per common share | $ 0.20 | $ 0.03 | $ 0.02 |
Weighted average shares outstanding | 65,441,257 | 40,944,444 | 35,500,000 |
Comprehensive income | |||
Net income before noncontrolling interests | $ 13,574,670 | $ 1,188,713 | $ 757,090 |
Foreign currency translation adjustment | (1,455,633) | (315,020) | 1,333 |
Total comprehensive income | 12,119,037 | 873,693 | 758,423 |
Comprehensive (loss) income attributable to noncontrolling interests | (170,640) | (46,039) | (39,019) |
Net comprehensive income attributable to common stockholders | $ 11,948,397 | $ 827,654 | $ 719,404 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Noncon- trolling Interests | Statutory Reserve Fund | Other Comprehensive Income (Loss) |
Balance, beginning at Nov. 30, 2013 | $ 2,309,666 | $ 35,500 | $ 1,539,275 | $ 592,024 | $ 16,113 | $ 65,089 | $ 61,665 |
Net income | 784,152 | 761,313 | 22,839 | ||||
Statutory reserve | (76,131) | 76,131 | |||||
Other comprehensive income (loss) | 1,333 | 67 | 1,226 | ||||
Balance, ending at Nov. 30, 2014 | 3,098,452 | 35,500 | 1,539,275 | 1,277,273 | 38,952 | 144,454 | 62,998 |
Reverse merger adjustment | (3,532) | 3,532 | |||||
Issuance of common stock | 5,000,000 | 10,000 | 4,990,000 | ||||
Net income | 1,188,713 | 1,126,923 | 61,790 | ||||
Statutory reserve | (137,312) | 137,312 | |||||
Other comprehensive income (loss) | (331,601) | (16,581) | (315,020) | ||||
Balance, ending at Nov. 30, 2015 | 8,955,564 | 45,500 | 6,525,743 | 2,270,416 | 84,161 | 281,766 | (252,022) |
Issuance of common stock | 9,848,200 | 29,500 | 9,818,700 | ||||
Equity in excess of purchase price of investee under common control | 466,652 | 466,652 | |||||
Acquisition of VIE non-controlling interest | (1,467) | 169,007 | 135,147 | (264,372) | (15,492) | (25,757) | |
Net income | 13,574,670 | 13,113,310 | 461,360 | ||||
Statutory reserve | (492,820) | 492,820 | |||||
Other comprehensive income (loss) | (1,455,633) | (26,348) | (1,429,285) | ||||
Balance, ending at Nov. 30, 2016 | $ 31,387,986 | $ 75,000 | $ 16,980,102 | $ 15,026,053 | $ 254,801 | $ 759,094 | $ (1,707,064) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 13,574,670 | $ 1,188,713 | $ 784,152 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 52,919 | 32,121 | 25,962 |
(Income) from equity investment | (4,536,760) | ||
Changes in operating assets and liabilities: | |||
(Increase) in accounts receivable | (10,937,143) | (267,868) | |
Decrease (increase) in inventory | 48,948 | (102,782) | (53,996) |
(Increase) in prepaid expenses | (5,338,682) | (96,169) | (90,470) |
Increase (decrease) in accounts payable | 3,367,174 | (7,225) | |
(Decrease) in advances from customers | (56,930) | (14,997) | |
Increase in taxes payable | 725,217 | 16,824 | 29,345 |
Increase in accrued expenses and other payables | 207,689 | 330,936 | 9,410 |
Net cash (used in) provided by operating activities | (2,835,968) | 1,037,620 | 728,904 |
Cash flows from investing activities: | |||
Purchase of equipment | (123,352) | (52,485) | (6,676) |
Payment for equity in investee | (995,811) | ||
Net cash (used in) investing activities | (1,119,163) | (52,485) | (6,676) |
Cash flows from financing activities: | |||
Proceeds from sale of common stock | 9,848,200 | 5,000,000 | |
Net cash provided by financing activities | 9,848,200 | 5,000,000 | |
Effect of exchange rate changes on cash | (1,453,763) | (328,913) | 1,366 |
Net change in cash | 4,439,306 | 5,656,222 | 723,594 |
Cash, beginning | 8,669,034 | 3,012,812 | 2,289,218 |
Cash, end | 13,108,340 | 8,669,034 | 3,012,812 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | |||
Cash paid for income taxes | 2,543,744 | 446,012 | 238,026 |
Additional paid-in capital - equity in excess of purchase price of investee under common control | 466,652 | ||
Noncash financing activities: | |||
Payment of accrued expenses and other payables by shareholder | $ 298,938 | $ 159,689 | $ 6,417 |
Organization
Organization | 12 Months Ended |
Nov. 30, 2016 | |
Organization [Abstract] | |
ORGANIZATION | 1. ORGANIZATION China Gewang Biotechnology, Inc. (the “Company”), formerly known as Rich Star Development, was incorporated under the laws of the State of Nevada on May 29, 2009. From its inception until the closing of the reverse merger described below, the Company was a development-stage company in the business of sourcing and distributing food products, paper products, janitorial products, restaurant utensils and equipment to the food service industry in the PRC. On April 20, 2015, the Company completed a reverse merger transaction through a share exchange with the stockholders of Biotechnology International Holding Ltd. (“Biotechnology International”), whereby the Company acquired 100% of the outstanding shares of Biotechnology International in exchange for 32,000,000 shares of its common stock, representing 90.14% of the issued and outstanding shares of common stock. As a result of the reverse merger, Biotechnology International became the Company’s wholly-owned subsidiary and the former Biotechnology International stockholders became our controlling stockholders. The share exchange transaction was treated as a reverse acquisition, with Biotechnology International as the acquirer and the Company as the acquired party for accounting purposes. On January 8, 2015, the Company filed a certificate of amendment to its articles of incorporation to change its name from “Rich Star Development” to “China Gewang Biotechnology, Inc.” On July 20, 2016 the Company filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation. The Certificate of Amendment increased the number of authorized shares of common stock from 75 million to 100 million. Majority-owned subsidiary: Gu angdong Gewang As a result of the transaction with Biotechnology International, the Company owns all of the issued and outstanding common stock of Hong Kong Gewang Holdings Group Limited (“Hong Kong Gewang”), a wholly-owned subsidiary of Biotechnology International, which in turn owns all of the issued and outstanding common stock of Gewang Selenium Enrichment Information Consulting (Shenzhen) Co., Ltd. (“Gewang Selenium”). Before August 8, 2016, the Company effectively and substantially controlled Guangdong Gewang Biotechnology Co., Ltd. (“Guangdong Gewang”) through a series of captive agreements between Guangdong Gewang and Gewang Selenium. Guangdong Gewang, incorporated under the laws of the People’s Republic of China (“PRC”) on June 2010, is primarily engaged in the sale of selenium supplements within the PRC. It is a member of the Chinese Selenium Supplements Association. On July 13, 2016, Gewang Selenium exercised its option to purchase all of the registered equity of Guangdong Gewang. The purchase price paid for the equity was RMB10,000 (approximately $1,500). The equity was purchased from Shili Zhang, Yun Zeng and Wei Xu. Shili Zhang was the Company’s CEO until April 8, 2016 and is the father of Mengdi Zhang, who was the beneficial owner of 22.7% of the Company's outstanding common stock at the time of the sale on July 13, 2016. The other two sellers are not affiliated with the Company. Upon application to the provincial government for registration of the transfer of equity, the Company was informed that Gewang Selenium would not be permitted to own 100% of Guangdong Gewang. Therefore the parties modified the exercise of the option to provide that Gewang Selenium would purchase only 98% of the registered equity of Guangdong Gewang. The purchase price paid for the equity was RMB 9,800 (approximately $1,500). The remaining 2% of the registered equity was then sold by Yun Zeng to Haiping Wu for a price of RMB 200,000 (approximately $30,400), which equaled 2% of the registered equity of Guangdong Gewang. Haiping Wu is a Director of Guangdong Gewang. The acquisition, as modified, was then approved by the provincial government on August 8, 2016. Prior to the acquisition, Gewang Selenium controlled Guangdong Gewang through a series of contractual agreements, which made Guangdong Gewang a variable interest entity, the effect of which was to cause the balance sheet and operating results of Guangdong Gewang to be consolidated with those of Gewang Selenium in the Company's financial statements. As a result of the acquisition by Gewang Selenium of registered ownership of Guangdong Gewang, the balance sheet and operating results of Guangdong Gewang will hereafter continue to be consolidated with those of Gewang Selenium as its majority-owned subsidiary. The previous non-controlling interest was reclassified to additional paid-in-capital. Equity investment: Guangdong Tianmei On April 28, 2016, the Company's wholly-owned subsidiary, Biotechnology International, entered into an investment agreement with Guangdong Tianmei Selenium-Rich Beverage Chain Co., Ltd. (“Guangdong Tianmei”). Guangdong Tianmei was organized in May 2015, and is engaged in the business of distributing selenium-rich bottled water and also functions as a placement agent for a variety of products from various manufacturers, all within the PRC. The investment agreement provided that Biotechnology International would pay US$1,000,000 to acquire a 30% interest in an Australian corporation to be formed, which would indirectly own all of the equity in Guangdong Tianmei. The foregoing acquisition by Biotechnology International of 30% of Tianmei Beverage Group Corporation Limited, an Australian corporation ("Tianmei Australia"), was completed in May 2016, at which time Tianmei Australia acquired ownership, through subsidiaries, of Guangdong Tianmei. The $1,000,000 purchase price was paid in full on June 17, 2016. As a result of the entry into the foregoing agreements, the Company has a corporate structure which is as follows: |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting and presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include those of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting for its equity investments in Tianmei Australia. The investment was under common control and can be significantly influenced. Under the equity method, investments are carried at cost and increased or decreased by the Company’s pro-rata share of earnings or losses. The carrying costs of these investments is also increased or decreased to reflect additional contributions or withdrawals of capital. Any difference in the book equity and the Company’s pro-rata share of the net assets of the investment will be reported as gain or loss at the liquidation of the investment. Losses in excess of the investments are recorded when the Company is committed to provide additional financial support. The Company uses the equity method for investment of 30% because the Company has the ability to exercise significant influence over these entities. All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”). Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Foreign currency translations Almost all of the Company assets are located in the PRC. The functional currency for the Company’s operations is the Renminbi (“RMB”). The Company uses the United States Dollar (“US Dollar” or “US$” or “$”) for financial reporting purposes. The financial statements of the Company have been translated into US Dollars in accordance with Financial Accounting Standards Board ("FASB”) Accounting Standards Update ("ASU") Section 830, “ Foreign Currency Matters All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of income (loss) and comprehensive income (loss), changes in stockholders’ equity and cash flows have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Company’s financial statements are recorded as other comprehensive income (loss). The exchange rates used to translate amounts in RMB into US Dollars for the purposes of preparing the financial statements are as follows: November 30, 2016 November 30, 2015 November 30, 2014 Balance sheet items, except for stockholders’ equity, as of year end 0.1452 0.1561 0.1631 Year Ended November 30, 2016 2015 2014 Amounts included in the statements of income and comprehensive income, changes in stockholders’ equity and cash flows for the year presented 0.1515 0.1610 0.1628 For the years ended November 30, 2016, 2015 and 2014, foreign currency translation adjustments of $(1,455,633), $(315,020), and $1,333, respectively, have been reported as other comprehensive income (loss). Other comprehensive income (loss) of the Company consists entirely of foreign currency translation adjustments. Although PRC government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US Dollars at that rate or any other rate. The value of the RMB against the US Dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of the RMB may materially affect the Company’s financial condition in terms of US Dollar reporting. In August 2015, the PRC devalued its currency by approximately 3.5%; in January 2016 the PRC devalued its currency by an additional 0.5%; from February 2016 to November 2016, the PRC devalued its currency by an additional 7%. Further devaluations of its currency could occur. Revenue recognition Revenues are primarily derived from selling selenium supplements and selenium products to wholesale customers, contract distributors, and from our retail stores. The Company’s revenue recognition policies comply with FASB ASC 605 “ Revenue Recognition. Wholesale Revenue Wholesale revenue is recognized when title to the product is transferred to the distributors. Title is transferred upon receipt at the distributors’ locations, as determined by the specific sales terms. The Company pays distributors certain incentives for promoting and placing its products, which allows the Company to quickly expand its distribution network and sales volume. The costs associated with these incentives is deducted from gross revenue in the consolidated statements of income and comprehensive income Retail Revenue Company-operated retail store revenues are recognized when payment is tendered at the point of sale. Franchise Revenue In June 2016, the Company commenced franchising the use of the Company's trademark, name identification and other business resources. The franchisee is required to pay franchise fees and management fees to the Company. Franchise fees are recognized only when all material services or conditions relating to the sale have been substantially performed or satisfied by the Company. In September 2016, the Company terminated its two franchise agreements for marketing reasons. The Company returned the total franchise fees to the franchisees and kept the management fees of $35,290 as per the termination agreements. The Company’s net revenues for the years ended November 30, 2016, 2015 and 2014 were comprised as follows: 2016 2015 2014 Wholesale gross revenue-selenium supplements $ 8,600,092 $ 2,945,440 $ 1,930,057 Wholesale gross revenue-selenium products 36,306,396 - - Less: promotion fees-selenium products, (3,745,883 ) - - Wholesale revenues, net 41,160,605 2,945,440 1,930,057 Retail revenue-selenium supplements 2,946,182 - - Retail revenues-selenium products 1,377,922 1,238,815 437,959 Management fee revenues 35,290 - - $ 45,519,999 $ 4,184,255 $ 2,368,016 Shipping costs Shipping costs incurred by the Company are recorded as selling expenses. Shipping costs for the years ended November 30, 2016, 2015 and 2014 were $96,969, $44,326 and $27,545, respectively. Advertising costs Advertising costs are charged to operations when incurred. For the years ended November 30, 2016, 2015 and 2014, advertising expenses were $619,447, $82,110 and $70,013, respectively. Cash and cash equivalents The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts receivable Accounts receivable are recorded at the contract amount after deduction of trade discounts and, allowances, if any, and do not bear interest. The allowance for doubtful accounts, when necessary, is the Company’s best estimate of the amount of probable credit losses from accounts receivable. The Company determines the allowance based on historical write-off experience, the level of past-due accounts based on the contractual terms of the receivable, the relationship with the customer and current economic conditions. 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 November 30, 2016, 2015 and 2014, accounts receivable were $11,205,011, $267,868 and $0, respectively. The increase is primarily due to the recent sales with new wholesale distributors which has been subsequently fully collected. Therefore, the Company determined that an allowance for doubtful accounts was not necessary. Historically, the Company did not have any uncollectable accounts receivable. Inventory Inventory, comprised principally of boxed selenium capsules, selenium-glossy ganoderma capsules and selenium powder, is valued at the lower of cost or market. The value of inventory is determined using the first-in, first-out method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported net of such allowances, if any. There were no allowances for inventory as of November 30, 2016, 2015 and 2014. Fair value of financial instruments FASB ASC 820, “Fair Value Measurement” Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs – Inputs based on valuation techniques that are both unobservable and significant to the overall fair value measurements. ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value of financial instruments (continued) The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash and cash equivalents, accounts receivable, inventory, prepaid expenses, equity investment, accounts payable, taxes payable, accrued liabilities and other payables, and loan from stockholder, approximated their fair values due to the short nature of these financial instruments. There were no changes in methods or assumptions during the periods presented. Prepaid expenses Prepaid expenses primarily consist of promotion expenses, rent, advertising expenses and licensing fees. Prepaid promotion expenses represent prepayments made to resellers for distributing products to retail stores. In March 2016, the Company entered into agreements with four distributors. In June, July and September 2016, the Company entered into agreements with another four distributors. Prepaid promotion expenses as of November 30, 2016, 2015 and 2014 were $4,275,602, $0 and $0, respectively. On January 5, 2011, the Company entered into a license agreement for the technology utilized for the manufacture of its products from an unrelated third party for five years from January 2011 to December 2015. On December 30, 2015, the Company renewed the license agreement for another five years to December 2020 for $90,872 (RMB 600,000) each year. The related prepaid licensing fees as of November 30, 2016, 2015 and 2014 were $7,259, $7,805 and $8,155, respectively. The license provides for renewal options. Since this agreement requires the advance payment of the annual licensing fee, there were no minimum payments remaining under this agreement as of November 30, 2016, 2015 and 2014. On September 30, 2016, the Company entered into a six-month agreement with an advertising company for $908,725 (RMB 6,000,000). As of November 30, 2016, the unamortized balance of $605,816 was included in prepaid expenses on the balance sheet. The Company applies FASB ASC 360, “ Property, Plant and Equipment Statutory reserve fund Pursuant to corporate law of the PRC, the Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund until such reserve balance reaches 50% of the Company’s registered capital. The statutory reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or used to increase registered capital, provided that the remaining reserve balance after use is not less than 25% of registered capital. The statutory reserve fund was $759,094, $281,766, and $144,454 as of November 30, 2016, 2015 and 2014, respectively. As of November 30, 2016, the required statutory reserve fund has been fully funded. Income taxes The Company accounts for income taxes in accordance with FASB ASC 740, “ Income Taxes Income taxes (continued) ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of November 30, 2016, 2015 and 2014, the Company does not have a liability for any unrecognized tax benefits. The Company’s tax filings are subject to examination by the tax authorities. The tax years of 2103, 2014 and 2015 remain open to examination by tax authorities in the PRC. The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: United States The Company is subject to United States tax at graduated rates from 15% to 35%. No provisions for income tax in the United States have been made as the Company had no U.S. taxable income for the years ended November 30, 2016, 2015 and 2014. British Virgin Islands BVI”) Biotechnology International is incorporated in the BVI and is governed by the income tax laws of the BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%. Hong Kong Hong Kong Gewang is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income. The People's Republic of China (“PRC”) Gewang Selenium and Guangdong Gewang are subject to an Enterprise Income Tax at 25% and file their own tax returns. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Nov. 30, 2016 | |
Recently Issued Accounting Standards [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | 3. RECENTLY ISSUED ACCOUNTING STANDARDS In May 2016, the FASB issued ASU 2016-12 (Subtopic 606), “ Revenue from Contracts with Customers. In February 2016, the FASB issued ASU 2016-02, “ Leases In July 2015, the FASB issued ASU 2015-11 (Subtopic 330), “ Simplifying the Measurement of Inventory In January 2015, the FASB issued ASU 2015-01 (Subtopic 225-20), “ Income Statement – Extraordinary and Unusual Items In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and requires additional disclosures if certain criteria are met. This guidance is effective for fiscal periods ending after December 15, 2016, with early adoption permitted. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS The Company entered into a promotion agreement with Guangdong Tianmei, in which it holds an indirect 30% ownership interest. Promotions expenses incurred during the year ended November 30, 2016, 2015 and 2014 in connection with this relationship were $626,147, $0, and $0, respectively. The Company entered into an agreement with Guangdong Tianmei on June 10, 2015 to license the use of the Company’s trademark for 10 years. Trademark revenue recorded for the years ended November 30, 2016, 2015 and 2014 were $1,470, $0 and $0, respectively. The future commitment is approximately $1,500 each year. Equity investment On April 28, 2016, the Company's wholly-owned subsidiary, Biotechnology International, entered into an investment agreement with Guangdong Tianmei. At that time, 88% of the equity in Guangdong Tianmei was owned by two individuals who together directly or indirectly owned over 60% of the Company's outstanding shares. The investment agreement provided that Biotechnology International would pay US$1,000,000 to acquire a 30% interest in an Australian corporation to be formed, which would indirectly own all of the equity in Guangdong Tianmei. The acquisition by Biotechnology International of 30% of Tianmei Australia was completed in May 2016, at which time Tianmei Australia acquired ownership, through subsidiaries, of Guangdong Tianmei. The investment agreement provided that payment of the $1,000,000 purchase price was due on June 20, 2016, which was paid in full on June 17, 2016. The net worth of Guangdong Tianmei at the time of the acquisition was $4,888,840, 30% of which was $1,466,652. Because the Company and Guangdong Tianmei were under common control at the time of the acquisition, the $466,652 by which the Company's share of the net book value of Guangdong Tianmei exceeded the purchase price has been recorded as an increase to additional paid-in capital. The changes in the equity investment are summarized as follows: November 30, 2016 November 30, 2015 November 30, 2014 Initial investment $ 1,466,652 $ - $ - Pro rata share of net income 4,536,760 - - Investment, end of year $ 6,003,412 $ - $ - The following is a summary of balance sheet of the investee for the year ended November 30, 2016: Current assets $ 41,948,599 Noncurrent assets $ 1,321,713 Current liabilities $ 14,760,307 Noncurrent liabilities $ - Equity $ 28,510,005 The following is a summary of results of operations of the investee for the period from the acquisition date to November 30, 2016: Revenue $ 41,285,348 Cost of revenue (15,168,370 ) Expenses (10,994,445 ) Net income $ 15,122,533 |
Leases
Leases | 12 Months Ended |
Nov. 30, 2016 | |
Leases [Abstract] | |
LEASES | 5. LEASES The Company leased its warehouse and office space from an unrelated third party under a one-year operating lease, which expired on July 1, 2016. The lease required the Company to prepay the total rent of $90,872 (RMB 600,000) in advance for one year. On June 29, 2016, the Company renewed the lease, which commenced on July 2, 2016 and expires on July 1, 2017. The following leases terminated during the year: ● The Company leased its Chancheng store from an unrelated third party. The lease, which expired on August 31, 2015, required the Company to prepay the rent of $41,801 (RMB 276,000) in advance for one year. The Company renewed this lease to August 31, 2016 and prepaid the rent of $54,523 (RMB 360,000) in advance for one year. On May 31, 2016, the Company terminated the lease with a $4,576 settlement fee. ● The Company leased its Xiamen store from an unrelated third party. The lease expired on June 1, 2016 and the Company decided not to renew the lease. ● The Company also leased its Changsha store from an unrelated third party. The lease, which was to expire on October 7, 2018, required the Company to prepay the rent of $63,611 (RMB 420,000) in advance for one year. On May 31, 2016, the Company terminated the lease without any settlement fee. The following leases remained in effect at November 30, 2016: ● The Company leases its flagship store in Guangzhou from an unrelated third party. The lease commenced on June 1, 2016 and expires on May 31, 2017. The lease required the Company to prepay the rent of $145,396 (RMB 960,000) in advance for one year. The Company paid the rent in June 2016. ● The Company leases its Foshan store, Longyan store and Zhuzhou store from three unrelated third parties. All three leases commenced on June 1, 2016 and expire on May 31, 2017. These leases each required the Company to prepay the rent of $63,611 (RMB 420,000) in advance for one year. The Company fully paid the rent in June 2016. Since these leases require the advance payment of the annual rent, there are no minimum payments remaining under these leases. Prepaid lease payments were $221,123 and $179,515 at November 30, 2016 and 2015, respectively. Rent expense for the years ended November 30, 2016, 2015 and 2014 was $345,315, $181,125 and $44,501, respectively. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Nov. 30, 2016 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | 6. FIXED ASSETS Fixed assets as of November 30, 2016 and 2015 are summarized as follows: 2016 2015 Electronic equipment $ 125,850 $ 68,733 Motor vehicles 121,151 69,714 Office equipment 12,031 12,936 259,032 151,383 Less: accumulated depreciation (130,265 ) (85,523 ) Fixed assets - net $ 128,767 $ 65,860 For the years ended November 30, 2016, 2015 and 2014, depreciation expense was $52,919 $32,121 and $25,962, respectively. |
Loans
Loans | 12 Months Ended |
Nov. 30, 2016 | |
Loans [Abstract] | |
LOANS | 7. LOANS The Company obtained demand and non-interest bearing loans from a former officer and stockholder, who resigned from office on April 8, 2016. The loans of $228,238 and $0 at November 30, 2016 and 2015, respectively, are reflected as loans from third party. The Company obtained demand and non-interest bearing loans from one of its stockholders. The loans of $237,639 and $166,106 at November 30, 2016 and 2015, respectively, are reflected as loans from stockholder. |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The provision for income taxes for the years ended November 30, 2016, 2015 and 2014 consisted of the following: 2016 2015 2014 Current $ 3,075,733 $ 457,922 $ 264,553 Deferred - - - $ 3,075,733 $ 457,922 $ 264,553 No provisions for income taxes in the United States have been made. The Company did not generate any income in the United States or otherwise have any U.S. taxable income. The Company does not believe that it has any U.S. Federal income tax liabilities with respect to any transactions that the Company or any of its subsidiaries may have engaged in through November 30, 2016. However, there can be no assurance that the Internal Revenue Service (“IRS”) will agree with this position, and therefore the Company ultimately could be liable for U.S. Federal income taxes, interest and penalties. The tax years ended November 30, 2015, December 31, 2014, 2013 and 2012 remain open to examination by the IRS. The Company did not file on time its U.S. federal income tax returns, including, without limitation, information returns on IRS Form 5471, “ Information Return of U.S. Persons with Respect to Certain Foreign Corporations |
Concentration of Credit and Bus
Concentration of Credit and Business Risks | 12 Months Ended |
Nov. 30, 2016 | |
Concentration of Credit and Business Risks [Abstract] | |
CONCENTRATION OF CREDIT AND BUSINESS RISKS | 9. CONCENTRATION OF CREDIT AND BUSINESS RISKS Cash and cash equivalents Substantially all of the Company’s assets and bank accounts are in banks located in the PRC and are not covered by protection similar to that provided by the FDIC on funds held in United States banks. Major customers For the year ended November 30, 2016, three customers accounted for 48% of total sales. For the year ended November 30, 2015, no customers accounted for over 10% of total sales. For the year ended November 30, 2014, three customers accounted for 35% of revenue. As of November 30, 2016, three customers accounted for 64% of trade accounts receivable. As of November 30, 2015, seven customers accounted for 90% of accounts receivable. There was no accounts receivable as of November 30, 2014. Vulnerability Due to Operations in the PRC The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective. The economy in the PRC has recently started to narrow. |
Issuance of Common Stock
Issuance of Common Stock | 12 Months Ended |
Nov. 30, 2016 | |
Issuance of Common Stock [Abstract] | |
ISSUANCE OF COMMON STOCK | 10. ISSUANCE OF COMMON STOCK On January 18, 2016 the Company sold an aggregate of 12,000,000 shares of common stock to four individuals in a private offering. None of the purchasers were affiliated with the Company. The purchase price for the shares was three RMB (approximately US$0.4561) per share, or a total of 36 million RMB (approximately US$5,473,200). The purchase price was paid by the investors to Guangdong Gewang, which at that time was managed by the Company’s wholly-owned subsidiary and accounted for as a variable interest entity. On May 16, 2016 the Company sold an aggregate of 17,500,000 shares of common stock to two entities in a private offering. Neither of the purchasers were affiliated with the Company. The purchase price for the shares was US$0.25 per share, or a total of US$4,375,000. The purchase price was paid by the investors to Guangdong Gewang, which at that time was managed by a wholly-owned subsidiary of the Company and accounted for as a variable interest entity. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES On December 30, 2015, the Company entered into a technology usage agreement with the Academy of Agricultural Sciences of Shandong Province (the "Academy") for the right of using a non-patented selenium-enrichment technology for its supplements manufacturing. The agreement commenced on December 30, 2015 and expires on December 29, 2020. Annual fee of RMB 600,000, approximately $87,000, is required to be paid in advance by the agreement before December 30 each year. As of September 1, 2016, the Company entered into a long-term agreement with the Academy. This agreement entitles the Company to the exclusive right of first refusal to use the research related to advanced selenium-enrichment techniques and technology that the Academy develops. The agreement calls for annual payments of approximately $2,324,000 (RMB 4,000,000) to be paid on a quarterly basis. For the use of the techniques and/or technology developed, there will be additional charges to be negotiated. On July 1, 2016, the Company entered into three year agreements with four of its directors for a total of approximately $15,000 (RMB 110,000) per month. On April 8, 2016, Guangdong Gewang entered into a Performance Salary Assessment Agreement with the Company’s Chief Executive Officer (“CEO”). The agreement states that the CEO would receive additional monthly compensation of RMB 50,000 (approximately $7,000), only when the monthly net income of Guangdong Gewang exceeds RMB 2,500,000 (approximately $363,000). The agreement commenced on April 8, 2016 and expires on April 7, 2017. |
Parent Company Only Condensed F
Parent Company Only Condensed Financial Information | 12 Months Ended |
Nov. 30, 2016 | |
Parent Company Only Condensed Financial Information [Abstract] | |
PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION | 12. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION The following is the condensed financial information of China Gewang Biotechnology, Inc., the US parent, consisting of balance sheets as of November 30, 2016 and 2015, and statements of income and cash flows for the years ended November 30, 2016, 2015 and 2014. Condensed Balance Sheets ASSETS November 30, 2016 November 30, 2015 Other receivable from Guangdong Gewang $ 14,848,200 $ 5,000,000 Investments in subsidiaries and VIE 16,520,171 3,977,483 TOTAL ASSETS $ 31,368,371 $ 8,977,483 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accrued expenses $ 33,375 $ 33,375 Loans from third party 220,396 - Loan from stockholder 236,216 156,866 Total current liabilities 489,987 190,241 Stockholders’ equity: Common stock, $0.001 par value, 100,000,000 and 75,000,000 shares authorized, 75,000,000 and 45,500,000 shares issued and outstanding as of November 30, 2016, 2015 and 2014, respectively 75,000 45,500 Additional paid-in capital 16,980,102 6,525,743 Retained earnings 14,771,252 2,270,416 Statutory reserve fund 759,094 281,766 Other comprehensive (loss) income (1,707,064 ) (252,022 ) Total stockholder’s equity 30,878,384 8,787,242 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 31,368,371 $ 8,977,483 Condensed Statements of Income Year Ended November 30, 2016 2015 2014 Revenues: Share of earnings from investments in subsidiaries and VIE $ 13,358,543 $ 1,310,747 $ 724,555 Operating expenses: General and administrative 188,852 183,824 6,417 Net income $ 13,169,691 $ 1,126,923 $ 718,138 Condensed Statements of Cash Flows Year Ended November 30, 2016 2015 2014 Cash flows from operating activities: Net income $ 13,169,691 $ 1,126,923 $ 718,138 Adjustments to reconcile net income to net cash provided by (used in) operating activities Share of earnings from investment in subsidiaries and VIE (13,358,543 ) (1,310,747 ) (724,555 ) Increase in accrued expenses and other liabilities 188,852 183,824 6,417 Net cash provided by (used in) operating activities - - - Net change in cash - - - Cash, beginning of year - - - Cash, end of year $ - $ - $ - Noncash financing activities: Payment of accrued expenses and other payables by shareholder $ 298,938 $ 159,689 $ 6,417 Basis of Presentation The Company records its investment in its subsidiaries and VIE under the equity method of accounting. Such investments are presented as “Investments in subsidiaries and VIE” on the condensed balance sheets and the subsidiaries and VIE profits are presented as “Share of earnings from investments in subsidiaries and VIE” on the condensed statements of income. Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. The parent only financial information has been derived from the Company’s consolidated financial statements and should be read in conjunction with the Company’s consolidated financial statements. There were no cash transactions in the US parent company during the years ended November 30, 2016, 2015 and 2014. Restricted Net Assets Under the PRC laws and regulations, the Company’s PRC subsidiaries and VIE are restricted in their ability to transfer certain of their net assets to the Company in the form of dividend payments, loans or advances. The restricted net assets of the Company’s PRC subsidiaries and the VIE were approximately $31,368,000 and $8,977,000 as of November 30, 2016 and 2015, respectively. The Company’s operations and revenues are conducted and generated in the PRC, and all of the Company’s revenues being earned and currency received are denominated in RMB. RMB is subject to the foreign exchange control regulations in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to the PRC foreign exchange control regulations that restrict the Company’s ability to convert RMB into US Dollars. Schedule I of Article 5-04 of Regulation S-X requires the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by its subsidiaries in the form of loans, advances or cash dividends without the consent of a third party. The condensed parent company only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the Company’s PRC subsidiaries exceed 25% of the consolidated net assets of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company’s management has performed subsequent events procedures through February 10, 2017, which is the date the consolidated financial statements were available to be issued. There were no subsequent events requiring adjustment to or disclosure in the consolidated financial statements |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of accounting and presentation | Basis of accounting and presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include those of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting for its equity investments in Tianmei Australia. The investment was under common control and can be significantly influenced. Under the equity method, investments are carried at cost and increased or decreased by the Company’s pro-rata share of earnings or losses. The carrying costs of these investments is also increased or decreased to reflect additional contributions or withdrawals of capital. Any difference in the book equity and the Company’s pro-rata share of the net assets of the investment will be reported as gain or loss at the liquidation of the investment. Losses in excess of the investments are recorded when the Company is committed to provide additional financial support. The Company uses the equity method for investment of 30% because the Company has the ability to exercise significant influence over these entities. All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”). |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Foreign currency translations | Foreign currency translations Almost all of the Company assets are located in the PRC. The functional currency for the Company’s operations is the Renminbi (“RMB”). The Company uses the United States Dollar (“US Dollar” or “US$” or “$”) for financial reporting purposes. The financial statements of the Company have been translated into US Dollars in accordance with Financial Accounting Standards Board ("FASB”) Accounting Standards Update ("ASU") Section 830, “ Foreign Currency Matters All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of income (loss) and comprehensive income (loss), changes in stockholders’ equity and cash flows have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Company’s financial statements are recorded as other comprehensive income (loss). The exchange rates used to translate amounts in RMB into US Dollars for the purposes of preparing the financial statements are as follows: November 30, 2016 November 30, 2015 November 30, 2014 Balance sheet items, except for stockholders’ equity, as of year end 0.1452 0.1561 0.1631 Year Ended November 30, 2016 2015 2014 Amounts included in the statements of income and comprehensive income, changes in stockholders’ equity and cash flows for the year presented 0.1515 0.1610 0.1628 For the years ended November 30, 2016, 2015 and 2014, foreign currency translation adjustments of $(1,455,633), $(315,020), and $1,333, respectively, have been reported as other comprehensive income (loss). Other comprehensive income (loss) of the Company consists entirely of foreign currency translation adjustments. Although PRC government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US Dollars at that rate or any other rate. The value of the RMB against the US Dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of the RMB may materially affect the Company’s financial condition in terms of US Dollar reporting. In August 2015, the PRC devalued its currency by approximately 3.5%; in January 2016 the PRC devalued its currency by an additional 0.5%; from February 2016 to November 2016, the PRC devalued its currency by an additional 7%. Further devaluations of its currency could occur. |
Revenue recognition | Revenue recognition Revenues are primarily derived from selling selenium supplements and selenium products to wholesale customers, contract distributors, and from our retail stores. The Company’s revenue recognition policies comply with FASB ASC 605 “ Revenue Recognition. Wholesale Revenue Wholesale revenue is recognized when title to the product is transferred to the distributors. Title is transferred upon receipt at the distributors’ locations, as determined by the specific sales terms. The Company pays distributors certain incentives for promoting and placing its products, which allows the Company to quickly expand its distribution network and sales volume. The costs associated with these incentives is deducted from gross revenue in the consolidated statements of income and comprehensive income Retail Revenue Company-operated retail store revenues are recognized when payment is tendered at the point of sale. Franchise Revenue In June 2016, the Company commenced franchising the use of the Company's trademark, name identification and other business resources. The franchisee is required to pay franchise fees and management fees to the Company. Franchise fees are recognized only when all material services or conditions relating to the sale have been substantially performed or satisfied by the Company. In September 2016, the Company terminated its two franchise agreements for marketing reasons. The Company returned the total franchise fees to the franchisees and kept the management fees of $35,290 as per the termination agreements. The Company’s net revenues for the years ended November 30, 2016, 2015 and 2014 were comprised as follows: 2016 2015 2014 Wholesale gross revenue-selenium supplements $ 8,600,092 $ 2,945,440 $ 1,930,057 Wholesale gross revenue-selenium products 36,306,396 - - Less: promotion fees-selenium products, (3,745,883 ) - - Wholesale revenues, net 41,160,605 2,945,440 1,930,057 Retail revenue-selenium supplements 2,946,182 - - Retail revenues-selenium products 1,377,922 1,238,815 437,959 Management fee revenues 35,290 - - $ 45,519,999 $ 4,184,255 $ 2,368,016 |
Shipping costs | Shipping costs Shipping costs incurred by the Company are recorded as selling expenses. Shipping costs for the years ended November 30, 2016, 2015 and 2014 were $96,969, $44,326 and $27,545, respectively. |
Advertising costs | Advertising costs Advertising costs are charged to operations when incurred. For the years ended November 30, 2016, 2015 and 2014, advertising expenses were $619,447, $82,110 and $70,013, respectively. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Accounts receivable | Accounts receivable Accounts receivable are recorded at the contract amount after deduction of trade discounts and, allowances, if any, and do not bear interest. The allowance for doubtful accounts, when necessary, is the Company’s best estimate of the amount of probable credit losses from accounts receivable. The Company determines the allowance based on historical write-off experience, the level of past-due accounts based on the contractual terms of the receivable, the relationship with the customer and current economic conditions. 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 November 30, 2016, 2015 and 2014, accounts receivable were $11,205,011, $267,868 and $0, respectively. The increase is primarily due to the recent sales with new wholesale distributors which has been subsequently fully collected. Therefore, the Company determined that an allowance for doubtful accounts was not necessary. Historically, the Company did not have any uncollectable accounts receivable. |
Inventory | Inventory Inventory, comprised principally of boxed selenium capsules, selenium-glossy ganoderma capsules and selenium powder, is valued at the lower of cost or market. The value of inventory is determined using the first-in, first-out method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported net of such allowances, if any. There were no allowances for inventory as of November 30, 2016, 2015 and 2014. |
Fair value of financial instruments | Fair value of financial instruments FASB ASC 820, “Fair Value Measurement” Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs – Inputs based on valuation techniques that are both unobservable and significant to the overall fair value measurements. ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash and cash equivalents, accounts receivable, inventory, prepaid expenses, equity investment, accounts payable, taxes payable, accrued liabilities and other payables, and loan from stockholder, approximated their fair values due to the short nature of these financial instruments. There were no changes in methods or assumptions during the periods presented. |
Prepaid expenses | Prepaid expenses Prepaid expenses primarily consist of promotion expenses, rent, advertising expenses and licensing fees. Prepaid promotion expenses represent prepayments made to resellers for distributing products to retail stores. In March 2016, the Company entered into agreements with four distributors. In June, July and September 2016, the Company entered into agreements with another four distributors. Prepaid promotion expenses as of November 30, 2016, 2015 and 2014 were $4,275,602, $0 and $0, respectively. On January 5, 2011, the Company entered into a license agreement for the technology utilized for the manufacture of its products from an unrelated third party for five years from January 2011 to December 2015. On December 30, 2015, the Company renewed the license agreement for another five years to December 2020 for $90,872 (RMB 600,000) each year. The related prepaid licensing fees as of November 30, 2016, 2015 and 2014 were $7,259, $7,805 and $8,155, respectively. The license provides for renewal options. Since this agreement requires the advance payment of the annual licensing fee, there were no minimum payments remaining under this agreement as of November 30, 2016, 2015 and 2014. On September 30, 2016, the Company entered into a six-month agreement with an advertising company for $908,725 (RMB 6,000,000). As of November 30, 2016, the unamortized balance of $605,816 was included in prepaid expenses on the balance sheet. |
Impairment of long-lived assets | Impairment of long-lived assets The Company applies FASB ASC 360, “ Property, Plant and Equipment |
Statutory reserve fund | Statutory reserve fund Pursuant to corporate law of the PRC, the Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund until such reserve balance reaches 50% of the Company’s registered capital. The statutory reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or used to increase registered capital, provided that the remaining reserve balance after use is not less than 25% of registered capital. The statutory reserve fund was $759,094, $281,766, and $144,454 as of November 30, 2016, 2015 and 2014, respectively. As of November 30, 2016, the required statutory reserve fund has been fully funded. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with FASB ASC 740, “ Income Taxes ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of November 30, 2016, 2015 and 2014, the Company does not have a liability for any unrecognized tax benefits. The Company’s tax filings are subject to examination by the tax authorities. The tax years of 2103, 2014 and 2015 remain open to examination by tax authorities in the PRC. The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: United States The Company is subject to United States tax at graduated rates from 15% to 35%. No provisions for income tax in the United States have been made as the Company had no U.S. taxable income for the years ended November 30, 2016, 2015 and 2014. British Virgin Islands BVI”) Biotechnology International is incorporated in the BVI and is governed by the income tax laws of the BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%. Hong Kong Hong Kong Gewang is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income. The People's Republic of China (“PRC”) Gewang Selenium and Guangdong Gewang are subject to an Enterprise Income Tax at 25% and file their own tax returns. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of exchange rates of balance sheet items | November 30, 2016 November 30, 2015 November 30, 2014 Balance sheet items, except for stockholders’ equity, as of year end 0.1452 0.1561 0.1631 |
Schedule of statements of income and comprehensive income, changes in stockholders' equity and cash flows | Year Ended November 30, 2016 2015 2014 Amounts included in the statements of income and comprehensive income, changes in stockholders’ equity and cash flows for the year presented 0.1515 0.1610 0.1628 |
Schedule of net revenues | 2016 2015 2014 Wholesale gross revenue-selenium supplements $ 8,600,092 $ 2,945,440 $ 1,930,057 Wholesale gross revenue-selenium products 36,306,396 - - Less: promotion fees-selenium products, (3,745,883 ) - - Wholesale revenues, net 41,160,605 2,945,440 1,930,057 Retail revenue-selenium supplements 2,946,182 - - Retail revenues-selenium products 1,377,922 1,238,815 437,959 Management fee revenues 35,290 - - $ 45,519,999 $ 4,184,255 $ 2,368,016 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of changes in equity investment | November 30, 2016 November 30, 2015 November 30, 2014 Initial investment $ 1,466,652 $ - $ - Pro rata share of net income 4,536,760 - - Investment, end of year $ 6,003,412 $ - $ - |
Summary of balance sheet of investee | Current assets $ 41,948,599 Noncurrent assets $ 1,321,713 Current liabilities $ 14,760,307 Noncurrent liabilities $ - Equity $ 28,510,005 |
Schedule of results of operations of the investee | Revenue $ 41,285,348 Cost of revenue (15,168,370 ) Expenses (10,994,445 ) Net income $ 15,122,533 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Fixed Assets [Abstract] | |
Schedule of fixed assets | 2016 2015 Electronic equipment $ 125,850 $ 68,733 Motor vehicles 121,151 69,714 Office equipment 12,031 12,936 259,032 151,383 Less: accumulated depreciation (130,265 ) (85,523 ) Fixed assets - net $ 128,767 $ 65,860 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Income Taxes [Abstract] | |
Schedule of provision for income taxes | 2016 2015 2014 Current $ 3,075,733 $ 457,922 $ 264,553 Deferred - - - $ 3,075,733 $ 457,922 $ 264,553 |
Parent Company Only Condensed25
Parent Company Only Condensed Financial Information (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Parent Company Only Condensed Financial Information [Abstract] | |
Summary of Condensed Balance Sheet | ASSETS November 30, 2016 November 30, 2015 Other receivable from Guangdong Gewang $ 14,848,200 $ 5,000,000 Investments in subsidiaries and VIE 16,520,171 3,977,483 TOTAL ASSETS $ 31,368,371 $ 8,977,483 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accrued expenses $ 33,375 $ 33,375 Loans from third party 220,396 - Loan from stockholder 236,216 156,866 Total current liabilities 489,987 190,241 Stockholders’ equity: Common stock, $0.001 par value, 100,000,000 and 75,000,000 shares authorized, 75,000,000 and 45,500,000 shares issued and outstanding as of November 30, 2016, 2015 and 2014, respectively 75,000 45,500 Additional paid-in capital 16,980,102 6,525,743 Retained earnings 14,771,252 2,270,416 Statutory reserve fund 759,094 281,766 Other comprehensive (loss) income (1,707,064 ) (252,022 ) Total stockholder’s equity 30,878,384 8,787,242 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 31,368,371 $ 8,977,483 |
Summary of Condensed Statements of Income | Year Ended November 30, 2016 2015 2014 Revenues: Share of earnings from investments in subsidiaries and VIE $ 13,358,543 $ 1,310,747 $ 724,555 Operating expenses: General and administrative 188,852 183,824 6,417 Net income $ 13,169,691 $ 1,126,923 $ 718,138 |
Summary of Condensed Cash Flow Statement | Year Ended November 30, 2016 2015 2014 Cash flows from operating activities: Net income $ 13,169,691 $ 1,126,923 $ 718,138 Adjustments to reconcile net income to net cash provided by (used in) operating activities Share of earnings from investment in subsidiaries and VIE (13,358,543 ) (1,310,747 ) (724,555 ) Increase in accrued expenses and other liabilities 188,852 183,824 6,417 Net cash provided by (used in) operating activities - - - Net change in cash - - - Cash, beginning of year - - - Cash, end of year $ - $ - $ - Noncash financing activities: Payment of accrued expenses and other payables by shareholder $ 298,938 $ 159,689 $ 6,417 |
Organization (Details)
Organization (Details) | Aug. 08, 2016USD ($) | Aug. 08, 2016CNY (¥) | Jul. 13, 2016USD ($) | Jul. 13, 2016CNY (¥) | Apr. 28, 2016USD ($) | Apr. 20, 2015shares | Nov. 30, 2016shares | Jul. 20, 2016shares | Nov. 30, 2015shares |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Equity of ownership percentage | 30.00% | ||||||||
Common stock, shares authorized | 100,000,000 | 75,000,000 | |||||||
Biotechnology International Holding Ltd. [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Acquired percentage of Biotechnology international | 100.00% | ||||||||
Shares of common stock | 32,000,000 | ||||||||
Equity of ownership percentage | 90.14% | ||||||||
Articles of Incorporation [Member] | Maximum [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | ||||||||
Articles of Incorporation [Member] | Minimum [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Common stock, shares authorized | 75,000,000 | ||||||||
Gewang Selenium [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Equity of ownership percentage | 98.00% | 98.00% | 22.70% | 22.70% | |||||
Payments to purchase price of equity | $ 1,500 | ¥ 9,800 | $ 1,500 | ¥ 10,000 | |||||
Yun Zeng [Member] | Haiping Wu [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Equity of ownership percentage | 2.00% | 2.00% | |||||||
Sale of equity price | $ 30,400 | ¥ 200,000 | |||||||
Guangdong Tianmei [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Acquired percentage of Biotechnology international | 30.00% | ||||||||
Payments to purchase price of equity | $ | $ 1,000,000 | ||||||||
Investment agreement payments, description | The $1,000,000 purchase price was paid in full on June 17, 2016. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - $ / shares | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 |
Summary of Significant Accounting Policies [Abstract] | |||
Balance sheet items, except for stockholders' equity, as of year end | $ 0.1452 | $ 0.1561 | $ 0.1631 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details 1) - $ / shares | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Summary of Significant Accounting Policies [Abstract] | |||
Amounts included in the statements of income and comprehensive income, changes in stockholders' equity and cash flows for the year presented | $ 0.1515 | $ 0.1610 | $ 0.1628 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Summary of Significant Accounting Policies [Abstract] | |||
Wholesale gross revenue-selenium supplements | $ 44,906,488 | $ 2,945,440 | $ 8,600,092 |
Wholesale gross revenue-selenium products | 36,306,396 | ||
promotion fees-selenium products | (3,745,883) | (3,745,883) | |
Wholesale revenues, net | 41,160,605 | 2,945,440 | 41,160,605 |
Retail revenue-selenium supplements | 4,324,104 | 1,238,815 | 2,946,182 |
Retail revenues-selenium products | 1,377,922 | ||
Management fee revenues | 35,290 | 35,290 | |
Revenues | $ 45,519,999 | $ 4,184,255 | $ 45,519,999 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016USD ($) | Sep. 30, 2016CNY (¥) | Dec. 30, 2015USD ($) | Dec. 30, 2015CNY (¥) | Nov. 30, 2016USD ($) | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | |
Summary of Significant Accounting Policies (Textual) | |||||||
Percentage of equity | 30.00% | ||||||
Foreign currency translation adjustment | $ 1,455,633 | $ 315,020 | $ (1,333) | ||||
Currency transactions, Description | The PRC devalued its currency by approximately 3.5%; in January 2016 the PRC devalued its currency by an additional 0.5%; from February 2016 to November 2016, the PRC devalued its currency by an additional 7%. | ||||||
Management fees | $ 35,290 | 35,290 | |||||
Shipping costs | 96,969 | 44,326 | 27,545 | ||||
Advertising costs | 619,447 | 82,110 | 70,013 | ||||
Accounts receivable | 11,205,011 | 267,868 | 0 | ||||
License renewal cost per year | $ 90,872 | ¥ 600,000 | |||||
Prepaid promotion expenses | 4,275,602 | 0 | 0 | ||||
Prepaid licensing fees | 5,540,051 | 201,369 | |||||
Statutory reserve fund | 759,094 | $ 281,766 | $ 144,454 | ||||
Advertising revenue | $ 908,725 | ¥ 6,000,000 | |||||
Unamortized balance | $ 605,816 | ||||||
Maximum [Member] | |||||||
Summary of Significant Accounting Policies (Textual) | |||||||
Effective income tax rate | 35.00% | ||||||
Minimum [Member] | |||||||
Summary of Significant Accounting Policies (Textual) | |||||||
Effective income tax rate | 15.00% | ||||||
PRC [Member] | |||||||
Summary of Significant Accounting Policies (Textual) | |||||||
Effective income tax rate | 25.00% | ||||||
BVI [Member] | |||||||
Summary of Significant Accounting Policies (Textual) | |||||||
Effective income tax rate | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Related Party Transactions [Abstract] | |||
Initial investment | |||
Pro rata share of net income | 4,536,760 | ||
Investment, end of year | $ 6,003,412 |
Related Party Transactions (D32
Related Party Transactions (Details 1) | Nov. 30, 2016USD ($) |
Related Party Transactions [Abstract] | |
Current assets | $ 41,948,599 |
Noncurrent assets | 1,321,713 |
Current liabilities | 14,760,307 |
Noncurrent liabilities | |
Equity | $ 28,510,005 |
Related Party Transactions (D33
Related Party Transactions (Details 2) | 12 Months Ended |
Nov. 30, 2016USD ($) | |
Related Party Transactions [Abstract] | |
Revenue | $ 41,285,348 |
Cost of revenue | (15,168,370) |
Expenses | (10,994,445) |
Net income | $ 15,122,533 |
Related Party Transactions (D34
Related Party Transactions (Details Textual) - USD ($) | Jun. 17, 2016 | Apr. 28, 2016 | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 |
Related Party Transactions (Textual) | ||||||
Loans from stockholder | $ 237,639 | |||||
Equity Method Investments | 6,003,412 | |||||
Exceeded purchase price recorded to additional paid-in capital | $ 466,652 | |||||
Equity of ownership percentage | 30.00% | |||||
Promotions expenses | $ 626,147 | 0 | 0 | |||
Guangdong Tianmei [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Trademark revenue | 1,470 | 0 | 0 | |||
Future commitment | $ 1,500 | $ 1,500 | $ 1,500 | |||
License agreement, description | The Company entered into an agreement with Guangdong Tianmei on June 10, 2015 to license the use of the Company's trademark for 10 years. | |||||
Equity investment agreement [Member] | Biotechnology International Holding Ltd. [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Investment agreement, description | At that time, 88% of the equity in Guangdong Tianmei was owned by two individuals who together directly or indirectly owned over 60% of the Company's outstanding shares. | |||||
Pay to acquire business | $ 1,000,000 | |||||
Ownership interest, percentage | 30.00% | |||||
Total payment of purchase price | $ 1,000,000 | |||||
Investment agreement,maturity date | Jun. 20, 2016 | |||||
Equity investment agreement [Member] | Guangdong Tianmei [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Ownership interest, percentage | 30.00% | |||||
Net worth of acquisition time | $ 4,888,840 | |||||
Equity Method Investments | $ 1,466,652 |
Leases (Details)
Leases (Details) | Jun. 29, 2016 | Aug. 31, 2016USD ($) | Aug. 31, 2016CNY (¥) | May 31, 2016USD ($) | Nov. 30, 2016USD ($) | Nov. 30, 2016CNY (¥) | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) |
Leases (Textual) | ||||||||
Prepaid lease payments | $ 221,123 | $ 179,515 | ||||||
Rent expense | 345,315 | $ 181,125 | $ 44,501 | |||||
Warehouse and Office space [Member] | ||||||||
Leases (Textual) | ||||||||
Prepayment of total rent | $ 90,872 | ¥ 600,000 | ||||||
Lease expiration date | Jul. 1, 2017 | Jul. 1, 2016 | Jul. 1, 2016 | |||||
Chancheng store [Member] | ||||||||
Leases (Textual) | ||||||||
Prepayment of total rent | $ 54,523 | ¥ 360,000 | $ 41,801 | ¥ 276,000 | ||||
Lease expiration date | Aug. 31, 2015 | Aug. 31, 2015 | ||||||
Settlement fee | $ 4,576 | |||||||
Xiamen store [Member] | ||||||||
Leases (Textual) | ||||||||
Lease expiration date | Jun. 1, 2016 | Jun. 1, 2016 | ||||||
Changsha store [Member] | ||||||||
Leases (Textual) | ||||||||
Prepayment of total rent | $ 63,611 | ¥ 420,000 | ||||||
Lease expiration date | Oct. 7, 2018 | Oct. 7, 2018 | ||||||
Settlement fee | $ 0 | |||||||
Flagship store [Member] | ||||||||
Leases (Textual) | ||||||||
Prepayment of total rent | $ 145,396 | ¥ 960,000 | ||||||
Lease expiration date | May 31, 2017 | May 31, 2017 | ||||||
Foshan store [Member] | ||||||||
Leases (Textual) | ||||||||
Prepayment of total rent | $ 63,611 | ¥ 420,000 | ||||||
Lease expiration date | May 31, 2017 | May 31, 2017 | ||||||
Longyan store [Member] | ||||||||
Leases (Textual) | ||||||||
Prepayment of total rent | $ 63,611 | ¥ 420,000 | ||||||
Lease expiration date | May 31, 2017 | May 31, 2017 | ||||||
Zhuzhou store [Member] | ||||||||
Leases (Textual) | ||||||||
Prepayment of total rent | $ 63,611 | ¥ 420,000 | ||||||
Lease expiration date | May 31, 2017 | May 31, 2017 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | $ 259,032 | $ 151,383 |
Less: accumulated depreciation | (130,265) | (85,523) |
Fixed assets - net | 128,767 | 65,860 |
Electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | 125,850 | 68,733 |
Motor vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | 121,151 | 69,714 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | $ 12,031 | $ 12,936 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Fixed Assets (Textual) | |||
Depreciation expense | $ 52,919 | $ 32,121 | $ 25,962 |
Loans (Details)
Loans (Details) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Loans (Textual) | ||
Loans from third party | $ 228,238 | |
Loans from stockholder | $ 237,639 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Taxes [Abstract] | |||
Current | $ 3,075,733 | $ 457,922 | $ 264,553 |
Deferred | |||
Provision for income taxes | $ 3,075,733 | $ 457,922 | $ 264,553 |
Concentration of Credit and B40
Concentration of Credit and Business Risks (Details) - Customer | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Accounts Receivable [Member] | |||
Concentration of Credit and Business Risks (Textual) | |||
Percentage of credit concentration | 64.00% | 90.00% | |
Number of customers | 3 | 7 | |
Revenue [Member] | |||
Concentration of Credit and Business Risks (Textual) | |||
Percentage of credit concentration | 35.00% | ||
Number of customers | 3 | ||
Sales [Member] | |||
Concentration of Credit and Business Risks (Textual) | |||
Percentage of credit concentration | 48.00% | 10.00% | |
Number of customers | 3 |
Issuance of Common Stock (Detai
Issuance of Common Stock (Details) $ / shares in Units, ¥ in Millions | May 16, 2016USD ($)$ / sharesshares | Jan. 18, 2016USD ($)$ / sharesshares | Jan. 18, 2016CNY (¥)shares | Nov. 30, 2016USD ($) | Nov. 30, 2015USD ($) |
Issuance of Common Stock (Textual) | |||||
Total common stock value | $ | $ 9,848,200 | $ 5,000,000 | |||
Common Stock [Member] | |||||
Issuance of Common Stock (Textual) | |||||
Common stock sale, shares | shares | 17,500,000 | 12,000,000 | 12,000,000 | ||
Total common stock value | $ 4,375,000 | $ 5,473,200 | ¥ 36 | ||
Purchase price per share | $ / shares | $ 0.25 | $ 0.4561 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 01, 2016USD ($) | Sep. 01, 2016CNY (¥) | Apr. 08, 2016USD ($) | Apr. 08, 2016CNY (¥) | Dec. 30, 2015USD ($) | Dec. 30, 2015CNY (¥) | Jul. 01, 2016USD ($)Directors | Jul. 01, 2016CNY (¥)Directors | Apr. 08, 2016CNY (¥) |
Commitments and Contingencies (Textual) | |||||||||
Annual fee for technology usage agreement | $ 87,000 | ¥ 600,000 | |||||||
Technology usage agreement commenced date | Dec. 30, 2015 | Dec. 30, 2015 | |||||||
Technology usage agreement expires | Dec. 29, 2020 | Dec. 29, 2020 | |||||||
Annual payments for long-term agreement | $ 2,324,000 | ¥ 4,000,000 | |||||||
Directors [Member] | Three Year Agreements [Member] | |||||||||
Commitments and Contingencies (Textual) | |||||||||
Due to all related parties | $ 15,000 | ¥ 110,000 | |||||||
Number of directors | 4 | 4 | |||||||
Chief Executive Officer [Member] | Conditional Compensation Agreement [Member] | |||||||||
Commitments and Contingencies (Textual) | |||||||||
Due to all related parties | $ 7,000 | ¥ 50,000 | |||||||
Monthly net income | $ 363,000 | ¥ 2,500,000 | |||||||
Compensation agreement commenced date | Apr. 8, 2016 | Apr. 8, 2016 | |||||||
Compensation agreement expires date | Apr. 7, 2017 | Apr. 7, 2017 |
Parent Company Only Condensed43
Parent Company Only Condensed Financial Information (Details) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 |
ASSETS | |||
TOTAL ASSETS | $ 36,203,497 | $ 9,360,909 | |
Current liabilities: | |||
Loans from third party | 228,238 | ||
Loan from stockholder | 237,639 | ||
Total current liabilities | 4,815,511 | 405,345 | |
Stockholders' equity: | |||
Common stock, $0.001 par value, 100,000,000 and 75,000,000 shares authorized, 75,000,000 and 45,500,000 shares issued and outstanding as of November 30, 2016, 2015 and 2014, respectively | 75,000 | 45,500 | |
Additional paid-in capital | 16,980,102 | 6,525,743 | |
Retained earnings | 15,026,053 | 2,270,416 | |
Statutory reserve fund | 759,094 | 281,766 | $ 144,454 |
Other comprehensive (loss) income | (1,707,064) | (252,022) | |
Total stockholder's equity | 31,133,185 | 8,871,403 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 36,203,497 | 9,360,909 | |
Parent Company [Member] | |||
ASSETS | |||
Other receivable from Guangdong Gewang | 14,848,200 | 5,000,000 | |
Investments in subsidiaries and VIE | 16,520,171 | 3,977,483 | |
TOTAL ASSETS | 31,368,371 | 8,977,483 | |
Current liabilities: | |||
Accrued expenses | 33,375 | 33,375 | |
Loans from third party | 220,396 | ||
Loan from stockholder | 236,216 | 156,866 | |
Total current liabilities | 489,987 | 190,241 | |
Stockholders' equity: | |||
Common stock, $0.001 par value, 100,000,000 and 75,000,000 shares authorized, 75,000,000 and 45,500,000 shares issued and outstanding as of November 30, 2016, 2015 and 2014, respectively | 75,000 | 45,500 | |
Additional paid-in capital | 16,980,102 | 6,525,743 | |
Retained earnings | 14,771,252 | 2,270,416 | |
Statutory reserve fund | 759,094 | 281,766 | |
Other comprehensive (loss) income | (1,707,064) | (252,022) | |
Total stockholder's equity | 30,878,384 | 8,787,242 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 31,368,371 | $ 8,977,483 |
Parent Company Only Condensed44
Parent Company Only Condensed Financial Information (Details 1) - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Operating expenses: | |||
General and administrative | $ 1,005,385 | $ 528,627 | $ 150,154 |
Net income | 13,574,670 | 1,188,713 | 784,152 |
Parent Company [Member] | |||
Revenues: | |||
Share of earnings from investments in subsidiaries and VIE | 13,358,543 | 1,310,747 | 724,555 |
Operating expenses: | |||
General and administrative | 188,852 | 183,824 | 6,417 |
Net income | $ 13,169,691 | $ 1,126,923 | $ 718,138 |
Parent Company Only Condensed45
Parent Company Only Condensed Financial Information (Details 2) - USD ($) | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 13,574,670 | $ 1,188,713 | $ 784,152 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||
Increase in accrued expenses and other liabilities | 207,689 | 330,936 | 9,410 |
Net cash provided by (used in) operating activities | (2,835,968) | 1,037,620 | 728,904 |
Net change in cash | 4,439,306 | 5,656,222 | 723,594 |
Cash, beginning | 8,669,034 | 3,012,812 | 2,289,218 |
Cash, end | 13,108,340 | 8,669,034 | 3,012,812 |
Noncash financing activities: | |||
Payment of accrued expenses and other payables by shareholder | 298,938 | 159,689 | 6,417 |
Parent Company [Member] | |||
Cash flows from operating activities: | |||
Net income | 13,169,691 | 1,126,923 | 718,138 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||
Share of earnings from investment in subsidiaries and VIE | (13,358,543) | (1,310,747) | (724,555) |
Increase in accrued expenses and other liabilities | 188,852 | 183,824 | 6,417 |
Net cash provided by (used in) operating activities | |||
Net change in cash | |||
Cash, beginning | |||
Cash, end | |||
Noncash financing activities: | |||
Payment of accrued expenses and other payables by shareholder | $ 298,938 | $ 159,689 | $ 6,417 |
Parent Company Only Condensed46
Parent Company Only Condensed Financial Information (Details Textual) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Parent Company Only Condensed Financial Information (Textual) | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 75,000,000 |
Common stock, shares issued | 75,000,000 | 45,500,000 |
Common stock, shares outstanding | 75,000,000 | 45,500,000 |
Restricted Net Assets [Member] | ||
Parent Company Only Condensed Financial Information (Textual) | ||
Variable interest entity amount | $ 31,368,000 | $ 8,977,000 |
Restricted net assets, Percentage | 25.00% | |
Parent Company [Member] | ||
Parent Company Only Condensed Financial Information (Textual) | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 75,000,000 |
Common stock, shares issued | 75,000,000 | 45,500,000 |
Common stock, shares outstanding | 75,000,000 | 45,500,000 |