Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Tengjun Biotechnology Corp. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001499785 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||
Cash and cash equivalents | $ 1,690,839 | $ 285,568 | $ 6,238 |
Advance to suppliers | 534,388 | 564,846 | 377,088 |
Inventories, net | 2,841,174 | 3,084,157 | 2,797,060 |
Prepaid taxes | 176,822 | 688,272 | 653,479 |
Other receivable | 34,148 | 5,688 | 882 |
Total Current Assets | 5,277,371 | 4,628,531 | 3,834,747 |
Property and equipment, net | 597,268 | 675,556 | 906,845 |
Construction in progress | 8,818,289 | 8,726,299 | 8,283,595 |
Operating lease right-of-use assets | 2,827 | ||
Total Assets | 14,692,928 | 14,030,386 | 13,028,014 |
Current Liabilities | |||
Short-term loan | 459,770 | ||
Accounts payable | 264,538 | 263,891 | 256,234 |
Advances from customers | 14,197 | 14,123 | 13,793 |
Operating lease liabilities - current | 2,827 | ||
Due to related parties | 15,800,481 | 15,531,258 | 12,789,537 |
Loan from third parties | 459,770 | ||
Accrued liabilities and other payables | 676,073 | 506,844 | 224,198 |
Total Current Liabilities | 16,755,289 | 16,316,116 | 14,206,129 |
Total Liabilities | 16,755,289 | 16,316,116 | 14,206,129 |
Deficit | |||
Preferred stock, $.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | |||
Common stock, $.001 par value; 70,000,000 shares authorized; 65,309,169 and 65,309,169 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 65,309 | 65,309 | 19,286 |
Additional paid-in capital | 1,099,599 | 1,099,599 | 1,549,018 |
Accumulated deficit | (2,968,981) | (3,187,804) | (2,605,211) |
Accumulated other comprehensive loss | (177,496) | (168,535) | (141,208) |
Total stockholders’ deficit | (1,981,569) | (2,191,431) | (1,178,115) |
Noncontrolling interests | (80,792) | (94,299) | |
Total Deficit | (2,062,361) | (2,285,730) | (1,178,115) |
Total Liabilities and Deficit | $ 14,692,928 | $ 14,030,386 | $ 13,028,014 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 |
Common stock, shares issued | 65,309,169 | 65,309,169 | 19,285,714 |
Common stock, shares outstanding | 65,309,169 | 65,309,169 | 19,285,714 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Sales revenue, net | $ 4,284,114 | $ 290 | ||
Cost of goods sold | 370,064 | 58 | ||
Gross profit | 3,914,050 | 232 | ||
Selling and marketing expenses | 3,357,973 | 3,459 | 28,499 | 68,804 |
General and administrative expenses | 230,339 | 157,667 | 709,735 | 597,873 |
Total operating expenses | 3,588,312 | 161,126 | 738,234 | 666,677 |
Income (loss) from operations | 325,738 | (161,126) | (738,234) | (666,445) |
Interest expense | (4,973) | (4,970) | (15,102) | |
Interest income | 24 | |||
Other (expense) income, net | (4,321) | (9,339) | ||
Income (loss) before provision for income taxes | 325,762 | (166,099) | (747,525) | (690,886) |
Provision for income taxes | 92,955 | |||
Net income (loss) | 232,807 | (166,099) | (747,525) | (690,886) |
Net income attributable to noncontrolling interests | 13,984 | |||
Net income (loss) attributable to Tengjun stockholders | 218,823 | (166,099) | ||
Net income (loss) | 232,807 | (166,099) | (747,525) | (690,886) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (9,438) | 6,597 | (36,291) | (68,201) |
Comprehensive income (loss) | 223,369 | (159,502) | $ (783,816) | $ (759,087) |
Comprehensive income attributable to noncontrolling interests | 13,507 | |||
Comprehensive income (loss) attributable to Tengjun stockholders | $ 209,862 | $ (159,502) | ||
Net Loss Per Common Share: | ||||
Net income (loss) per common share - basic and diluted (in Dollars per share) | $ 0 | $ (0.01) | $ (0.04) | $ (0.04) |
Weighted average shares outstanding: | ||||
Basic and diluted (in Shares) | 65,309,169 | 19,285,714 | 20,294,447 | 19,285,714 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
Balance at Dec. 31, 2019 | $ 19,286 | $ 1,549,018 | $ (1,914,325) | $ (73,007) | $ (419,028) | |
Balance (in Shares) at Dec. 31, 2019 | 19,285,714 | |||||
Net income (loss) | (690,886) | (690,886) | ||||
Foreign currency translation | (68,201) | (68,201) | ||||
Balance at Dec. 31, 2020 | $ 19,286 | 1,549,018 | (2,605,211) | (141,208) | (1,178,115) | |
Balance (in Shares) at Dec. 31, 2020 | 19,285,714 | |||||
Net income (loss) | (166,099) | (166,099) | ||||
Foreign currency translation | 6,597 | 6,597 | ||||
Balance at Mar. 31, 2021 | $ 19,286 | 1,549,018 | (2,771,310) | (134,611) | (1,337,617) | |
Balance (in Shares) at Mar. 31, 2021 | 19,285,714 | |||||
Balance at Dec. 31, 2020 | $ 19,286 | 1,549,018 | (2,605,211) | (141,208) | (1,178,115) | |
Balance (in Shares) at Dec. 31, 2020 | 19,285,714 | |||||
Reverse merger adjustment | $ 46,023 | (449,419) | 164,932 | 8,964 | (94,299) | (323,799) |
Reverse merger adjustment (in Shares) | 46,023,455 | |||||
Net income (loss) | (747,525) | (747,525) | ||||
Foreign currency translation | (36,291) | (36,291) | ||||
Balance at Dec. 31, 2021 | $ 65,309 | 1,099,599 | (3,187,804) | (168,535) | (94,299) | (2,285,730) |
Balance (in Shares) at Dec. 31, 2021 | 65,309,169 | |||||
Net income (loss) | 218,823 | 13,984 | 232,807 | |||
Foreign currency translation | (8,961) | (477) | (9,438) | |||
Balance at Mar. 31, 2022 | $ 65,309 | $ 1,099,599 | $ (2,968,981) | $ (177,496) | $ (80,792) | $ (2,062,361) |
Balance (in Shares) at Mar. 31, 2022 | 65,309,169 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $ 232,807 | $ (166,099) | $ (747,525) | $ (690,886) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation | 84,111 | 77,138 | 318,445 | 273,105 |
Disposal of inventory | 20,102 | |||
Changes in net assets and liabilities: | ||||
Inventories | 258,837 | (217,535) | (313,201) | |
Prepaid taxes | 514,376 | (13,847) | (18,932) | 131,434 |
Prepaid expenses and other assets | (28,431) | 5,884 | 2,269 | |
Advance to suppliers | 33,380 | (99,551) | (176,573) | (4,476) |
Accounts payable | 11,578 | 507 | (3,572) | |
Advance from customers | 4,345 | |||
Taxes payable | 211,485 | 19,571 | 18,967 | 32,139 |
Accrued liabilities and other payable | (45,626) | 63,025 | 255,465 | 75,207 |
Net cash provided by (used in) operating activities | 1,260,939 | (108,185) | (561,297) | (473,534) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (2,384) | (68,536) | (55,417) | |
Payment for construction in progress | (46,089) | (186,176) | (241,637) | (126,114) |
Cash receipt from reverse merger | 289,574 | |||
Net cash used in investing activities | (48,473) | (186,176) | (20,599) | (181,531) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital contribution | 7,751 | |||
Repayment of short-term bank loan | (462,842) | (465,058) | 434,519 | |
Repayment of short-term loan from third parties | (462,842) | (465,058) | 434,519 | |
Net proceeds from loans from related parties | 190,716 | 1,224,668 | 1,783,083 | (277,403) |
Net cash provided by financing activities | 190,716 | 298,984 | 860,718 | 591,635 |
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS | 2,089 | (74) | 508 | 917 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,405,271 | 4,549 | 279,330 | (62,513) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 285,568 | 6,238 | 6,238 | 68,751 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,690,839 | 10,787 | 285,568 | 6,238 |
SUPPLEMENTAL DISCLOSURES: | ||||
Income tax paid | ||||
Interest paid | $ 4,973 | $ 4,973 | $ 15,115 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization and Nature of Business [Abstract] | ||
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Tengjun Biotechnology Corp. (formerly known as China Herb Group Holdings Corporation, the “Company”) was incorporated under the name “Island Radio, Inc” under the laws of the State of Nevada on June 28, 2010. On December 9, 2019, the Company changed its corporate name to Tengjun Biotechnology Corp. (“Tengjun”). Tengjunxiang Biotechnology Ltd. (“Tengjunxiang”) is a holding company incorporated in the Cayman Islands on July 19, 2021. On August 5, 2021, Tengjunxiang formed a wholly-owned subsidiary, Tengjunxiang Biotechnology HK Limited (“Tengjunxiang HK”), under the laws of Hong Kong. Shandong Minfu Biology Science and Technology Co., Ltd. (“Shandong Minfu”) is a company incorporated under the laws of the People’s Republic of China (the “PRC") on August 29, 2021. Tengjunxiang HK owns all of the equity interests in Shandong Minfu, a wholly-foreign owned entity formed (“WFOE”) under the laws of PRC. Shandong Tengjunxiang Biotechnology Co., Ltd (“Shandong Tengjunxiang”) was incorporated under the laws of PRC on June 27, 2014. Jinxiang County Kanglong Water Purification Equipment Co., Ltd (“Jinxiang Kanglong”), a wholly-owned subsidiary of Shandong Tengjunxiang, was formed under the laws of the PRC on January 6, 2015. Shangdong Tengjunxiang and Jinxiang Kanglong have been under common control. Shandong Tengjunxiang and its subsidiary, Jinxiang Kanglong are primarily engaged in processing, packaging, distribution and sale of dandelion teas, and producing and sale of water purifiers in China, and plans to increase its tea processing and water purifier production lines, and expand its sales channels in the next one to two years. On December 15, 2021, all shareholders and the Board of Shandong Tengjunxiang agreed to increase its registered capital to RMB 100 million, of which RMB 94.95 million shall be contributed by Shandong Minfu and the remaining RMB 5.05 million shall be contributed by fourteen other shareholders. On December 16, 2021, Tengjunxiang completed its restructuring transaction (the “Restructuring Transaction”). As a result of the Restructuring Transaction, Tengjunxiang, through its subsidiaries, directly owns 94.95% of the ownership of Shandong Tengjunxiang and becomes the controlling shareholder of Shandong Tengjunxiang. All of the entities of the Restructuring Transaction are under common control of Mr. Xianchang Ma, the controlling shareholder of Tengjunxiang, before and after the Restructuring Transaction, which results in the consolidation of Tengjunxiang and its subsidiaries and has been accounted for as a reorganization of entities under common control at carrying value and for accounting purpose, the reorganization was accounted for as a recapitalization. The consolidated financial statements are prepared on the basis as if the Restructuring Transaction became effective as of the beginning of the first period presented in the accompanying consolidated financial statements. On December 23, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tenjunxiang, and eleven shareholders of Tengjunxiang (the “Selling Shareholders”). The Selling Shareholders collectively owned 100% of all issued and outstanding shares of Tengjunxiang (the “Tengjunxiang Shares”). Pursuant to the Share Exchange Agreement, the Selling Shareholders jointly agreed to sell or transfer to the Company one hundred percent (100%) of the Tengjunxiang Shares in exchange for a total of 19,285,714 shares of the Company’s common stock. As a result of such exchange (the “Stock Exchange”), Tengjunxiang has become a wholly-owned subsidiary of the Company and the Selling Shareholders collectively have received 19,285,714 shares of the Company’s common stock, representing approximately 29.53% of the then issued and outstanding shares of the Company’s common stock. In connection with the acquisition of Tengjunxiang pursuant to the Share Exchange Agreement, the Company engages in processing, packaging, distribution and sale of dandelion teas, producing and sale of water purifiers in China through Tengjunxiang and its subsidiaries in the People’s Republic of China. The acquisition of Tengjunxiang is treated as a reverse acquisition (the “Reverse Acquisition”). COVID-19 A novel strain of coronavirus, or COVID-19, was first identified in China in December 2019, and subsequently declared a pandemic on March 11, 2020 by the World Health Organization. As a result of the COVID-19 pandemic, all travels had been severely curtailed to protect the health of the Company’s employees and comply with local government guidelines. The COVID-19 pandemic has had an adverse effect on the Company’s business. Although China has already begun to recover from the outbreak of COVID-19 and the Company’s business has gone back to normal, the epidemic continues to spread on a global scale and there is a risk of the epidemic returning to China in the future, thereby causing further business interruption. The full impact of the pandemic on the Company’s business, operations and financial results depends on various factors that continue to evolve, which the Company may not be able to accurately predict for now. | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Tengjun Biotechnology Corp. (formerly known as China Herb Group Holdings Corporation, the “Company”) was incorporated under the name “Island Radio, Inc” under the laws of the State of Nevada on June 28, 2010. On December 9, 2019, the Company changed its corporate name to Tengjun Biotechnology Corp. (“Tengjun”). Tengjunxiang Biotechnology Ltd. (“Tengjunxiang”) is a holding company incorporated in the Cayman Islands on July 19, 2021. On August 5, 2021, Tengjunxiang formed a wholly-owned subsidiary, Tengjunxiang Biotechnology HK Limited (“Tengjunxiang HK”), under the laws of Hong Kong. Shandong Minfu Biology Science and Technology Co., Ltd. (“Shandong Minfu”) is a company incorporated under the laws of the PRC on August 29, 2021. Tengjunxiang HK owns all of the equity interests in , a wholly-foreign owned entity formed (“WFOE”) under the laws of PRC. Shandong Tengjunxiang Biotechnology Co., Ltd (“Shandong Tengjunxiang”) was incorporated under the laws of PRC on June 27, 2014. Jinxiang County Kanglong Water Purification Equipment Co., Ltd (“Jinxiang Kanglong”), a wholly-owned subsidiary of Shandong Tengjunxiang, was formed under the laws of the PRC on January 6, 2015. Shangdong Tengjunxiang and Jinxiang Kanglong have been under common control. Shandong Tengjunxiang and its subsidiary, Jinxiang Kanglong are primarily engaged in processing, packaging, distribution and sale of dandelion teas, and producing and sale of water purifiers in China, and plans to increase its tea processing and water purifier production lines, and expand its sales channels in the next one to two years. On December 15, 2021, all shareholders and the Board of Shandong Tengjunxiang agreed to increase its registered capital to RMB 100 million, of which RMB 94.95 million shall be contributed by Shandong Minfu and the remaining RMB 5.05 million shall be contributed by fourteen other shareholders. On December 16, 2021, Tengjunxiang completed its restructuring transaction ( the “Restructuring Transaction”). As a result of the Restructuring Transaction, All of the entities of the Restructuring Transaction Restructuring Transaction Restructuring Transaction On December 23, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tenjunxiang, and eleven shareholders of Tengjunxiang (the “Selling Shareholders”). The Selling Shareholders collectively owned 100% of all issued and outstanding shares of Tengjunxiang (the “Tengjunxiang Shares”). Pursuant to the Share Exchange Agreement, the Selling Shareholders jointly agreed to sell or transfer to the Company one hundred percent (100%) of the Tengjunxiang Shares in exchange for a total of 19,285,714 shares of the Company’s common stock. As a result of such exchange (the “Stock Exchange”), Tengjunxiang has become a wholly-owned subsidiary of the Company and the Selling Shareholders collectively have received 19,285,714 shares of the Company’s common stock, representing approximately 29.53% of the then issued and outstanding shares of the Company’s common stock. In connection with the acquisition of Tengjunxiang pursuant to the Share Exchange Agreement, the Company engages in processing, packaging, distribution and sale of dandelion teas, producing and sale of water purifiers in China through Tengjunxiang and its subsidiaries in the People’s Republic of China. The acquisition of Tengjunxiang is treated as a reverse acquisition (the “Reverse Acquisition”). COVID-19 A novel strain of coronavirus, or COVID-19, was first identified in China in December 2019, and subsequently declared a pandemic on March 11, 2020 by the World Health Organization. As a result of the COVID-19 pandemic, all travels had been severely curtailed to protect the health of the Company’s employees and comply with local government guidelines. The COVID-19 pandemic has had an adverse effect on the Company’s business. Although China has already begun to recover from the outbreak of COVID-19 and the Company’s business has gone back to normal, the epidemic continues to spread on a global scale and there is a risk of the epidemic returning to China in the future, thereby causing further business interruption. The full impact of the pandemic on the Company’s business, operations and financial results depends on various factors that continue to evolve, which the Company may not be able to accurately predict for now. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Going Concern [Abstract] | ||
GOING CONCERN | NOTE 2. GOING CONCERN These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the Company’s accompanying consolidated financial statements, the Company had an accumulated deficit of $2,968,981 and working capital deficit of $11,477,918 as of March 31, 2022, and has just started to generate revenues since this quarter. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs. If the Company is unable to successfully commence its business operations in a short period of time, or unable to raise additional capital or secure additional lending, the Company may need to curtail or cease its operations. The Company believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to obtain such resources for the Company include obtaining capital from the sale of its equity, and short-term and long-term borrowings from banks, stockholders or other related party(ies). However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. | NOTE 2. GOING CONCERN These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the Company’s accompanying consolidated financial statements, for the year ended December 31, 2021, the Company had a net loss of $747,525. Additionally, the Company had an accumulated deficit of $3,187,804 and working capital deficit of $11,687,585 as of December 31, 2021, and has not yet generated any substantial revenues. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs. If the Company is unable to successfully commence its business operations in a short period of time, or unable to raise additional capital or secure additional lending, the Company may need to curtail or cease its operations. The Company believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to obtain such resources for the Company include obtaining capital from the sale of its equity, and short-term and long-term borrowings from banks, stockholders or other related party(ies). However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Principles of consolidation The consolidated financial statements include the financial statements of Tengjun Biotechnology Corp., Tengjunxiang and its 100% owned subsidiaries, Tengjunxiang HK and WOFE, and its 94.95% owned subsidiaries, Shandong Tengjunxiang and Jinxiang Kanglong. All inter-company transactions and balances are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. Reclassification Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. Cash and Cash Equivalents The Company considers all cash on hand and in banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. Advance to suppliers The Company makes advances to certain vendors for construction and purchase of equipment. The Company had advance to suppliers of $534,388 and $564,846 as of March 31, 2022 and December 31, 2021, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of March 31, 2022 and December 31, 2021. Inventories The Company’s inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories mainly consist of raw materials, goods in process, and finished goods. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. No reserve for inventory was established as of March 31, 2022 and December 31, 2021. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred. Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets: Estimated Buildings and improvements 3-5 years Machinery and equipment 3-10 years Office furniture and equipment 3 years Vehicles 5 years Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences. Construction in Progress Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the three months ended March 31, 2022 and 2021. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of March 31, 2022 and December 31, 2021 was $8,818,289 and $8,726,299, respectively. Impairment of Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment for the three months ended March 31, 2022 and 2021 based on management’s evaluation. Value added tax (“VAT”) All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales and services. The Company’s subsidiaries in the PRC are subject to VAT at rates ranged from 0% to 17% on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the products purchased by them. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Receivable balance, prepaid VAT, will be presented on the balance sheets when input VAT is larger than the output VAT. Advances from customers Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. When all revenue recognition criteria are met, the advances from customers are recognized as revenue. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model: ● identify arrangements with customers; ● identify performance obligations; ● determine transaction price; ● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and ● recognize revenue as performance obligations are satisfied. The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers. Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed. Cost of goods sold Cost of goods sold consists primarily of direct raw material cost, direct labor cost, and cost of manufacturing overheads including the depreciation of production equipment. Selling and marketing expenses Selling and marketing expenses primarily consist of advertising costs, agency fees, costs for promotional materials, and commission costs made to sales force. Advertising expenses are charged to the consolidated statements of operations and comprehensive loss in the period incurred. The amounts of advertising expenses incurred were $1,227 and $3,459 for the three months ended March 31, 2022 and 2021, respectively. Commission expense primarily consists of commission costs made to independent sales force. The amount of commission expense incurred were $3,356,746 and $0 for the three months ended March 31, 2022 and 2021, respectively. General and administrative expenses General and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs. Concentration of Credit Risk The operations of the Company are in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy. The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts. The Company generated total revenue of $4,284,114 during the three months ended March 31, 2022. No customer accounted for over 10% of total revenue during the three months ended March 31, 2022. No supplier accounted for over 10% of total purchase during the three months ended March 31, 2022 and 2021. Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. Related parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. Foreign Currency Translation The Company uses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi (“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Fair Values of Financial Instruments ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable The Company’s financial instruments primarily consist of cash and cash equivalents, advances to suppliers, prepaid expenses, other receivable, accounts payable, accrued expenses, other payables, and related party borrowings. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates. Lease The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The adoption of ASC 842 had no material impact on the Company’s consolidated balance sheets, results of operations or cash flows. In addition, the adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit). Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company manages its business as two operating segments, dandelion teas and water purifier, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC. The following table shows the Company’s operations by business segment for the three months ended March 31, 2022 and 2021: For the March 31, March 31, 2022 2021 Net revenue Dandelion teas $ 3,463,678 $ - Water purifier 820,436 - Total revenues, net $ 4,284,114 $ - Cost of goods sold Dandelion teas $ 273,847 $ - Water purifier 96,217 - Total cost of goods sold $ 370,064 $ - Gross profit Dandelion teas $ 3,189,831 $ - Water purifier 724,219 - Gross profit $ 3,914,050 $ - Operating expenses Dandelion teas $ 2,970,809 $ 141,270 Water purifier 573,407 19,856 Total operating expenses $ 3,544,216 $ 161,126 Income (loss) from operations Dandelion teas $ 219,022 $ (141,270 ) Water purifier 150,812 (19,856 ) Income (loss) from operations $ 369,834 $ (161,126 ) As of As of Segment assets 2022 2021 Dandelion teas $ 13,579,764 $ 12,817,675 Water purifier 862,930 958,530 Total assets $ 14,442,694 $ 13,776,205 Income (Loss) per Share Calculation Basic net income (loss) per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per shares is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Principles of consolidation The consolidated financial statements include the financial statements of Tengjun Biotechnology Corp., Tengjunxiang and its 100% owned subsidiaries, Tengjunxiang HK and WOFE, and its 94.95% owned subsidiaries, Shandong Tengjunxiang and Kanglong. All inter-company transactions and balances are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. Reclassification Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. Cash and Cash Equivalents The Company considers all cash on hand and in banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. Advance to suppliers The Company makes advances to certain vendors for construction and purchase of equipment. The Company had advance to suppliers of $564,846 and $377,088 as of December 31, 2021 and 2020, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of December 31, 2021 and 2020. Inventories The Company’s inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories mainly consist of raw materials, goods in process, and finished goods. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. No reserve for inventory was established as of December 31, 2021 and December 31, 2020. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred. Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets: Estimated Buildings and improvements 3-5 years Machinery and equipment 3-10 years Office furniture and equipment 3 years Vehicles 5 years Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences. Construction in Progress Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the years ended December 31, 2021 and 2020. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of December 31, 2021 and 2020 was $8,726,299 and $8,283,595, respectively. Impairment of Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment for the years ended December 31, 2021 and 2020 based on management’s evaluation. Value added tax (“VAT”) All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales and services. The Company’s subsidiaries in the PRC are subject to VAT at rates ranged from 0% to 17% on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the products purchased by them. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Receivable balance, prepaid VAT, will be presented on the balance sheets when input VAT is larger than the output VAT. Advances from customers Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. When all revenue recognition criteria are met, the advances from customers are recognized as revenue. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model: ● identify arrangements with customers; ● identify performance obligations; ● determine transaction price; ● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and ● recognize revenue as performance obligations are satisfied. The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers. Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed. Cost of goods sold Cost of goods sold consists primarily of direct raw material cost, direct labor cost, and cost of manufacturing overheads including the depreciation of production equipment. Selling and marketing expenses Selling and marketing expenses primarily consist of advertising costs, agency fees and costs for promotional materials. Advertising expenses are charged to the consolidated statements of operations and comprehensive loss in the period incurred. The amounts of advertising expenses incurred were $2,542 and $410 for the years ended December 31, 2021 and 2020, respectively. General and administrative expenses General and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs. Concentration of Credit Risk The operations of the Company are in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy. The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts. The Company did not generate any revenue during the year ended December 31, 2021. No customer accounted for over 10% of total revenue during the year ended December 31, 2020. No supplier accounted for over 10% of total purchase during the year ended December 31, 2021. During the year ended December 31, 2020, the Company had one supplier accounted for over 10% of its total purchase. Net purchase from this supplier amounted to $31,409, accounted for 60% of its total purchase. Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. Related parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. Foreign Currency Translation The Company uses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi (“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Fair Values of Financial Instruments ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable The Company’s financial instruments primarily consist of cash and cash equivalents, advances to suppliers, prepaid expenses, other receivable, accounts payable, accrued expenses, other payables, and related party borrowings. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates. Lease The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. The Company applied the following practical expedients in the transition to the new standard allowed under ASC 842: Practical Expedient Description Reassessment of expired or existing contracts The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. Use of hindsight The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. Reassessment of existing or expired land easements The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. Separation of lease and non-lease components Lease agreements that contain both lease and non-lease components are generally accounted for separately. Short-term lease recognition exemption The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The adoption of ASC 842 had no material impact on the Company’s consolidated balance sheets, results of operations or cash flows. In addition, the adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit). Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company manages its business as two operating segments, , all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC. The following table shows the Company’s operations by business segment for the years ended December 31, 2021 and 2020: For the Years Ended December 31, December 31, 2021 2020 Net revenue Dandelion teas $ - $ - Water purifier - 290 Total revenues, net $ - $ 290 Cost of goods sold Dandelion teas $ - $ - Water purifier - 58 Total cost of goods sold $ - $ 58 Gross profit (loss) Dandelion teas $ - $ - Water purifier - 232 Gross profit (loss) $ - $ 232 Operating expenses Dandelion teas $ 576,417 $ 578,990 Water purifier 75,052 87,687 Total operating expenses $ 651,469 $ 666,677 Loss from operations Dandelion teas $ (576,417 ) $ (578,990 ) Water purifier (75,052 ) (87,455 ) Loss from operations $ (651,469 ) $ (666,445 ) As of As of Segment assets 2021 2020 Dandelion teas $ 12,817,675 $ 12,083,534 Water purifier 958,530 944,480 Total assets $ 13,776,205 $ 13,028,014 Loss per Share Calculation Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The new guidance is effective for the Company for the year ending December 31, 2021 and interim reporting periods during the year ending December 31, 2021. Early adoption is permitted. The adoption of this ASU on January 1, 2021 did not have significant impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. |
Inventories, Net
Inventories, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES, NET | NOTE 4. INVENTORIES, NET Inventories consisted of the following: March 31, December 31, 2022 2021 Raw materials $ 302,499 $ 300,918 Work in process 356,611 300,711 Finished goods 2,182,064 2,482,528 2,841,174 3,084,157 Less: allowance for obsolete inventories - - Inventories, net $ 2,841,174 $ 3,084,157 | NOTE 4. INVENTORIES, NET Inventories consisted of the following: December 31, December 31, 2021 2020 Raw materials $ 300,918 $ 290,922 Work in process 300,711 81,592 Finished goods 2,482,528 2,424,546 3,084,157 2,797,060 Less: allowance for obsolete inventories - - Inventories, net $ 3,084,157 $ 2,797,060 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY, PLANT, AND EQUIPMENT, NET | NOTE 5. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment consisted of the following: March 31, December 31, 2022 2021 Buildings $ 15,854 $ 15,771 Machinery and equipment 675,076 675,878 Office equipment 151,568 144,072 Vehicles 883,634 879,016 1,726,132 1,714,737 Less: Accumulated depreciation (1,128,864 ) (1,039,181 ) Property and equipment, net $ 597,268 $ 675,556 Depreciation expense for the three months ended March 31, 2022 and 2021 were $84,111 and $77,138, respectively. | NOTE 5. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment consisted of the following: December 31, December 31, 2021 2020 Buildings $ 15,771 $ 15,403 Machinery and equipment 675,878 650,961 Office equipment 144,072 82,080 Vehicles 879,016 858,486 1,714,737 1,606,930 Less: Accumulated depreciation (1,039,181 ) (700,085 ) Property and equipment, net $ 675,556 $ 906,845 Depreciation expense for the years ended December 31, 2021 and 2020 were $318,445 and $273,105, respectively. |
Prepaid Taxes
Prepaid Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
PREPAID TAXES | NOTE 6. PREPAID TAXES Prepaid taxes as of March 31 2022 and December 31, 2021, primarily consist of prepaid VAT in the amount of $176,822 and $688,272, respectively, which can be used to offset VAT payable when the Company incurs sales. | NOTE 6. PREPAID TAXES Prepaid taxes as of December 31, 2021 and 2020, primarily consist of prepaid VAT in the amount of $688,272 and $653,479, respectively, which can be used to offset VAT payable when the Company incurs sales. |
Short-Term Loan
Short-Term Loan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
SHORT-TERM LOAN | NOTE 7. SHORT-TERM LOAN On March 17, 2020, Shandong Tengjunxiang and China Construction Bank entered into a one-year bank loan agreement in an amount of RMB 3,000,000, equivalent to $459,770. The term started March 17, 2020 with the maturity date on March 17, 2021. The loan balance bore an interest rate of 4.025% per annum. The Company repaid the loan together with the accrued interest in full on March 17, 2021. During the three months ended March 31, 2022 and 2021, the Company recorded interest expense of $0 and $4,973, respectively. | NOTE 7. SHORT-TERM LOAN On March 17, 2020, Shandong Tengjunxiang and China Construction Bank entered into a one-year bank loan agreement in an amount of RMB 3,000,000, equivalent to $459,770. The term started March 17, 2020 with the maturity date on March 17, 2021. The loan balance bears interest rate of 4.025% per annum. The Company repaid the loan in full amount on March 17, 2021. During the year ended December 31, 2021 and 2020, the Company recorded interest expense of $5,002 and $15,162, respectively. |
Loan from Third Parties
Loan from Third Parties | 12 Months Ended |
Dec. 31, 2021 | |
Loan From Third Parties [Abstract] | |
LOAN FROM THIRD PARTIES | NOTE 8. LOAN FROM THIRD PARTIES As of December 31, 2021 and 2020, the Company had loan from third parties in the amount of $0 and $459,770, respectively. There was no agreement entered. The loans bear no interest, are unsecured and payable on demand. |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 8. ACCRUED LIABILITIES AND OTHER PAYABLES Accrued liabilities and other payables consisted of the following at March 31, 2022 and December 31, 2021: March 31, December 31, Accrued local taxes $ 271,801 $ 59,719 Advance from employees 49,360 45,787 Payable for construction and improvements 163,400 150,102 Payable for machinery and equipment 57,055 58,327 Accrued payroll 18,302 10,220 Accrued professional fees 60,000 42,000 Other 56,155 140,689 Total $ 676,073 $ 506,844 | NOTE 9. ACCRUED LIABILITIES AND OTHER PAYABLES Accrued liabilities and other payables consisted of the following at December 31, 2021 and 2020: December 31, December 31, Accrued local taxes $ 59,719 $ 39,572 Advance from employees 45,787 30,062 Payable for construction and improvements 150,102 49,650 Payable for machinery and equipment 58,327 50,965 Accrued payroll 10,220 - Accrued professional fees 42,000 - Other 140,689 53,949 Total $ 506,844 $ 224,198 |
Income Tax
Income Tax | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | NOTE 9. INCOME TAX United States The Company was incorporated in the United States of America and is subject to United States federal taxation. The U.S. Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%. Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong Tengjunxiang HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax. PRC Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose an unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. The Company had recorded income tax provisions of $92,955 and $0 for the three months ended March 31, 2022 and 2021. Provision for income tax expense (benefit) consists of the following: For the Three Months Ended 2022 2021 Current USA $ - $ - China - - Deferred USA - - China 92,955 - Total provision for income tax expense (benefit) $ 92,955 $ - The following is a reconciliation of the statutory tax rate to the effective tax rate: For the Three Months Ended March 31, 2022 2021 U.S. federal statutory income tax (benefit) 21.0 % (21.0 )% Foreign tax rate differential 4.5 % (4.0 )% Change in valuation allowances 3.0 % 25.0 % Effective income tax rate 28.5 % - % The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent that the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. As of March 31, 2022 and December 31, 2021, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized and have a 100% valuation allowance associated with its deferred tax assets. | NOTE 10. INCOME TAX United States The Company was incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made, as there was no taxable income from U.S. operations for the years ended December 31, 2021 and 2020. The U.S. Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%. Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong Tengjunxiang HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax. PRC Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose an unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. The Company had recorded no income tax provisions for the years ended December 31, 2021 and 2020. Provision for income tax expense (benefit) consists of the following: For the Year Ended 2021 2020 Current USA $ - $ - China - - Deferred USA - - China - - Total provision for income tax expense (benefit) $ - $ - The following is a reconciliation of the statutory tax rate to the effective tax rate: For the Year Ended December 31, 2021 2020 U.S. statutory income tax (benefit) (21.0 )% (21.0 )% Valuation allowance recognized with respect to the loss in U.S. 21.0 % 21.0 % Hong Kong statutory income tax (benefit) (16.5 )% (16.5 )% Valuation allowance recognized with respect to the loss in the Hong Kong entity 16.5 % 16.5 % PRC statutory income tax (benefit) (25.0 )% (25.0 )% Valuation allowance recognized with respect to the loss in PRC entities 25.0 % 25.0 % Effective income tax rate 0 % 0 % The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent that the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. As of December 31, 2021 and 2020, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized and have a 100% valuation allowance associated with its deferred tax assets. |
Related Party Transactions and
Related Party Transactions and Balances | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 10. RELATED PARTY TRANSACTIONS AND BALANCES The related party of the company with whom transactions are reported in these financial statements are as follows: Name of Individual Relationship with the Company Xianchang Ma Major shareholder, CEO, director of the Company Liuhong Liu Beneficial owner of the Company’s common stock Pan Shi Beneficial owner of the Company’s common stock Jin Tian Beneficial owner of the Company’s common stock Qiuping Lu Shareholder, former director and CEO Due to related parties: March 31, December 31, 2022 2021 Xianchang Ma $ 15,548,081 $ 15,193,647 Qiuping Lu 243,748 328,869 Liuhong Liu 5,175 5,619 Pan Shi 3,409 3,055 Jin Tian 68 68 $ 15,800,481 $ 15,531,258 Due to related parties represent advances from its related parties for the Company’s payment for construction, purchase of equipment, and daily operating expenses. The balances are unsecured, non-interest bearing, and payable on demand. | NOTE 11. RELATED PARTY TRANSACTIONS AND BALANCES The related party of the company with whom transactions are reported in these financial statements are as follows: Name of Individual Relationship with the Company Xianchang Ma Major shareholder, CEO, director of the Company Liuhong Liu Beneficial owner of the Company’s common stock Pan Shi Beneficial owner of the Company’s common stock Jin Tian Beneficial owner of the Company’s common stock Qiuping Lu Shareholder, former director, CEO Due to related parties: December 31, December 31, 2021 2020 Xianchang Ma $ 15,193,647 $ 12,778,230 Qiuping Lu 328,869 - Liuhong Liu 5,619 5,028 Pan Shi 3,055 6,279 Jin Tian 68 $ 15,531,258 $ 12,789,537 Due to related parties represent advances from its related parties for the Company’s payment for construction, purchase of equipment, and daily operating expenses. The balances are unsecured, non-interest bearing, and payable on demand. |
Lease
Lease | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
LEASE | NOTE 11. LEASE The Company leased a facility under an operating lease arrangement. The lease has initial lease term of 2 years. The lease agreement expired in August 2021. T he following provides details of the Company’s lease expenses: Three Months Ended March 31, 2022 2021 Operating lease expenses $ - $ 1,234 Other information related to leases is presented below: Three Months Ended March 31, 2022 March 31, 2021 Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ - $ 1,234 Weighted Average Remaining Lease Term: Operating leases - 0.41 years Weighted Average Discount Rate: Operating leases - % 4.75 % | NOTE 12. LEASE The Company leased a facility under an operating lease arrangement. The lease has initial lease term of 2 years. Balance sheet information related to the Company’s lease is presented below: December 31, 2021 December 31, 2020 Operating Leases Operating lease right-of-use assets $ - $ 2,827 Operating lease liabilities - current $ - $ 2,827 Operating lease liability – non-current - - Total operating lease liabilities $ - $ 2,827 The following provides details of the Company’s lease expenses: Year Ended December 31, December 31, Operating lease expenses $ 2,894 $ 4,635 Other information related to leases is presented below: Year Ended December 31, December 31, Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ 2,894 $ 4,635 Weighted Average Remaining Lease Term: Operating leases - 0.66 years Weighted Average Discount Rate: Operating leases 4.75 % 4.75 % |
Equity
Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
EQUITY | NOTE 12. EQUITY Preferred Stock The total number of preferred shares authorized that may be issued by the Company is 5,000,000 shares with a par value of $0.001 per share. As of March 31, 2022 and December 31, 2021, the Company had no shares of its preferred stock issued and outstanding. Common Stock The total number of common shares authorized that may be issued by the Company is 70,000,000 shares with a par value of $0.001 per share. On March 30, 2022, the board of directors of the Company adopted a resolution to increase its authorized capital from 70,000,000 to 200,000,000 shares of its common stock by amending and restating the Company’s articles of incorporation. To date, the Company has not completed the filing with Nevada’s Secretary of State for the increase of authorized common shares. Common Stock Issued for Reverse Merger On December 23, 2021, the Company issued 19,285,714 shares of Company’s common stock to eleven Selling Shareholders pursuant to the Share Exchange Agreement with Tenjunxiang (see Note 1). | NOTE 13. EQUITY Preferred Stock The total number of preferred shares authorized that may be issued by the Company is 5,000,000 shares with a par value of $0.001 per share. As of December 31, 2021 and December 31, 2020, the Company had no shares of its preferred stock issued and outstanding. Common Stock The total number of common shares authorized that may be issued by the Company is 70,000,000 shares with a par value of $0.001 per share. Common Stock Issued for Reverse Merger On December 23, 2021, the Company issued 19,285,714 shares of Company’s common stock to eleven Selling Shareholders pursuant to the Share Exchange Agreement with Tenjunxiang (see Note 1). |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 13. SUBSEQUENT EVENTS Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of March 31, 2022 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” | NOTE 14. SUBSEQUENT EVENTS Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of December 31, 2021 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Accounting | Basis of Accounting The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | Basis of Accounting The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the financial statements of Tengjun Biotechnology Corp., Tengjunxiang and its 100% owned subsidiaries, Tengjunxiang HK and WOFE, and its 94.95% owned subsidiaries, Shandong Tengjunxiang and Jinxiang Kanglong. All inter-company transactions and balances are eliminated in consolidation. | Principles of consolidation The consolidated financial statements include the financial statements of Tengjun Biotechnology Corp., Tengjunxiang and its 100% owned subsidiaries, Tengjunxiang HK and WOFE, and its 94.95% owned subsidiaries, Shandong Tengjunxiang and Kanglong. All inter-company transactions and balances are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. |
Reclassification | Reclassification Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. | Reclassification Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash on hand and in banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. | Cash and Cash Equivalents The Company considers all cash on hand and in banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. |
Advance to suppliers | Advance to suppliers The Company makes advances to certain vendors for construction and purchase of equipment. The Company had advance to suppliers of $534,388 and $564,846 as of March 31, 2022 and December 31, 2021, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of March 31, 2022 and December 31, 2021. | Advance to suppliers The Company makes advances to certain vendors for construction and purchase of equipment. The Company had advance to suppliers of $564,846 and $377,088 as of December 31, 2021 and 2020, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of December 31, 2021 and 2020. |
Inventories | Inventories The Company’s inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories mainly consist of raw materials, goods in process, and finished goods. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. No reserve for inventory was established as of March 31, 2022 and December 31, 2021. | Inventories The Company’s inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories mainly consist of raw materials, goods in process, and finished goods. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. No reserve for inventory was established as of December 31, 2021 and December 31, 2020. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred. Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets: Estimated Buildings and improvements 3-5 years Machinery and equipment 3-10 years Office furniture and equipment 3 years Vehicles 5 years Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences. | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred. Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets: Estimated Buildings and improvements 3-5 years Machinery and equipment 3-10 years Office furniture and equipment 3 years Vehicles 5 years Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences. |
Construction in Progress | Construction in Progress Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the three months ended March 31, 2022 and 2021. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of March 31, 2022 and December 31, 2021 was $8,818,289 and $8,726,299, respectively. | Construction in Progress Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the years ended December 31, 2021 and 2020. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of December 31, 2021 and 2020 was $8,726,299 and $8,283,595, respectively. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment for the three months ended March 31, 2022 and 2021 based on management’s evaluation. | Impairment of Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment for the years ended December 31, 2021 and 2020 based on management’s evaluation. |
Value added tax (“VAT”) | Value added tax (“VAT”) All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales and services. The Company’s subsidiaries in the PRC are subject to VAT at rates ranged from 0% to 17% on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the products purchased by them. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Receivable balance, prepaid VAT, will be presented on the balance sheets when input VAT is larger than the output VAT. | Value added tax (“VAT”) All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales and services. The Company’s subsidiaries in the PRC are subject to VAT at rates ranged from 0% to 17% on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the products purchased by them. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Receivable balance, prepaid VAT, will be presented on the balance sheets when input VAT is larger than the output VAT. |
Advances from customers | Advances from customers Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. When all revenue recognition criteria are met, the advances from customers are recognized as revenue. | Advances from customers Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. When all revenue recognition criteria are met, the advances from customers are recognized as revenue. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model: ● identify arrangements with customers; ● identify performance obligations; ● determine transaction price; ● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and ● recognize revenue as performance obligations are satisfied. The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers. Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed. | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model: ● identify arrangements with customers; ● identify performance obligations; ● determine transaction price; ● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and ● recognize revenue as performance obligations are satisfied. The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers. Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed. |
Cost of goods sold | Cost of goods sold Cost of goods sold consists primarily of direct raw material cost, direct labor cost, and cost of manufacturing overheads including the depreciation of production equipment. | Cost of goods sold Cost of goods sold consists primarily of direct raw material cost, direct labor cost, and cost of manufacturing overheads including the depreciation of production equipment. |
Selling and marketing expenses | Selling and marketing expenses Selling and marketing expenses primarily consist of advertising costs, agency fees, costs for promotional materials, and commission costs made to sales force. Advertising expenses are charged to the consolidated statements of operations and comprehensive loss in the period incurred. The amounts of advertising expenses incurred were $1,227 and $3,459 for the three months ended March 31, 2022 and 2021, respectively. Commission expense primarily consists of commission costs made to independent sales force. The amount of commission expense incurred were $3,356,746 and $0 for the three months ended March 31, 2022 and 2021, respectively. | Selling and marketing expenses Selling and marketing expenses primarily consist of advertising costs, agency fees and costs for promotional materials. Advertising expenses are charged to the consolidated statements of operations and comprehensive loss in the period incurred. The amounts of advertising expenses incurred were $2,542 and $410 for the years ended December 31, 2021 and 2020, respectively. |
General and administrative expenses | General and administrative expenses General and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs. | General and administrative expenses General and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs. |
Concentration of Credit Risk | Concentration of Credit Risk The operations of the Company are in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy. The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts. The Company generated total revenue of $4,284,114 during the three months ended March 31, 2022. No customer accounted for over 10% of total revenue during the three months ended March 31, 2022. No supplier accounted for over 10% of total purchase during the three months ended March 31, 2022 and 2021. | Concentration of Credit Risk The operations of the Company are in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy. The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts. The Company did not generate any revenue during the year ended December 31, 2021. No customer accounted for over 10% of total revenue during the year ended December 31, 2020. No supplier accounted for over 10% of total purchase during the year ended December 31, 2021. During the year ended December 31, 2020, the Company had one supplier accounted for over 10% of its total purchase. Net purchase from this supplier amounted to $31,409, accounted for 60% of its total purchase. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. | Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. |
Related parties | Related parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. | Related parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. |
Foreign Currency Translation | Foreign Currency Translation The Company uses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi (“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. | Foreign Currency Translation The Company uses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi (“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable The Company’s financial instruments primarily consist of cash and cash equivalents, advances to suppliers, prepaid expenses, other receivable, accounts payable, accrued expenses, other payables, and related party borrowings. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates. | Fair Values of Financial Instruments ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable The Company’s financial instruments primarily consist of cash and cash equivalents, advances to suppliers, prepaid expenses, other receivable, accounts payable, accrued expenses, other payables, and related party borrowings. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates. |
Lease | Lease The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The adoption of ASC 842 had no material impact on the Company’s consolidated balance sheets, results of operations or cash flows. In addition, the adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit). Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. | Lease The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. The Company applied the following practical expedients in the transition to the new standard allowed under ASC 842: Practical Expedient Description Reassessment of expired or existing contracts The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. Use of hindsight The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. Reassessment of existing or expired land easements The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. Separation of lease and non-lease components Lease agreements that contain both lease and non-lease components are generally accounted for separately. Short-term lease recognition exemption The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The adoption of ASC 842 had no material impact on the Company’s consolidated balance sheets, results of operations or cash flows. In addition, the adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit). Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. |
Segment Reporting | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company manages its business as two operating segments, dandelion teas and water purifier, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC. The following table shows the Company’s operations by business segment for the three months ended March 31, 2022 and 2021: For the March 31, March 31, 2022 2021 Net revenue Dandelion teas $ 3,463,678 $ - Water purifier 820,436 - Total revenues, net $ 4,284,114 $ - Cost of goods sold Dandelion teas $ 273,847 $ - Water purifier 96,217 - Total cost of goods sold $ 370,064 $ - Gross profit Dandelion teas $ 3,189,831 $ - Water purifier 724,219 - Gross profit $ 3,914,050 $ - Operating expenses Dandelion teas $ 2,970,809 $ 141,270 Water purifier 573,407 19,856 Total operating expenses $ 3,544,216 $ 161,126 Income (loss) from operations Dandelion teas $ 219,022 $ (141,270 ) Water purifier 150,812 (19,856 ) Income (loss) from operations $ 369,834 $ (161,126 ) As of As of Segment assets 2022 2021 Dandelion teas $ 13,579,764 $ 12,817,675 Water purifier 862,930 958,530 Total assets $ 14,442,694 $ 13,776,205 | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company manages its business as two operating segments, , all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC. The following table shows the Company’s operations by business segment for the years ended December 31, 2021 and 2020: For the Years Ended December 31, December 31, 2021 2020 Net revenue Dandelion teas $ - $ - Water purifier - 290 Total revenues, net $ - $ 290 Cost of goods sold Dandelion teas $ - $ - Water purifier - 58 Total cost of goods sold $ - $ 58 Gross profit (loss) Dandelion teas $ - $ - Water purifier - 232 Gross profit (loss) $ - $ 232 Operating expenses Dandelion teas $ 576,417 $ 578,990 Water purifier 75,052 87,687 Total operating expenses $ 651,469 $ 666,677 Loss from operations Dandelion teas $ (576,417 ) $ (578,990 ) Water purifier (75,052 ) (87,455 ) Loss from operations $ (651,469 ) $ (666,445 ) As of As of Segment assets 2021 2020 Dandelion teas $ 12,817,675 $ 12,083,534 Water purifier 958,530 944,480 Total assets $ 13,776,205 $ 13,028,014 |
Income (Loss) per Share Calculation | Income (Loss) per Share Calculation Basic net income (loss) per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per shares is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. | Loss per Share Calculation Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The new guidance is effective for the Company for the year ending December 31, 2021 and interim reporting periods during the year ending December 31, 2021. Early adoption is permitted. The adoption of this ASU on January 1, 2021 did not have significant impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of straight-line method over the estimated useful lives of the assets | Estimated Buildings and improvements 3-5 years Machinery and equipment 3-10 years Office furniture and equipment 3 years Vehicles 5 years | Estimated Buildings and improvements 3-5 years Machinery and equipment 3-10 years Office furniture and equipment 3 years Vehicles 5 years |
Schedule of practical expedients | Practical Expedient Description Reassessment of expired or existing contracts The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. Use of hindsight The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. Reassessment of existing or expired land easements The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. Separation of lease and non-lease components Lease agreements that contain both lease and non-lease components are generally accounted for separately. Short-term lease recognition exemption The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. | |
Schedule of operations by business segment | For the March 31, March 31, 2022 2021 Net revenue Dandelion teas $ 3,463,678 $ - Water purifier 820,436 - Total revenues, net $ 4,284,114 $ - Cost of goods sold Dandelion teas $ 273,847 $ - Water purifier 96,217 - Total cost of goods sold $ 370,064 $ - Gross profit Dandelion teas $ 3,189,831 $ - Water purifier 724,219 - Gross profit $ 3,914,050 $ - Operating expenses Dandelion teas $ 2,970,809 $ 141,270 Water purifier 573,407 19,856 Total operating expenses $ 3,544,216 $ 161,126 Income (loss) from operations Dandelion teas $ 219,022 $ (141,270 ) Water purifier 150,812 (19,856 ) Income (loss) from operations $ 369,834 $ (161,126 ) | For the Years Ended December 31, December 31, 2021 2020 Net revenue Dandelion teas $ - $ - Water purifier - 290 Total revenues, net $ - $ 290 Cost of goods sold Dandelion teas $ - $ - Water purifier - 58 Total cost of goods sold $ - $ 58 Gross profit (loss) Dandelion teas $ - $ - Water purifier - 232 Gross profit (loss) $ - $ 232 Operating expenses Dandelion teas $ 576,417 $ 578,990 Water purifier 75,052 87,687 Total operating expenses $ 651,469 $ 666,677 Loss from operations Dandelion teas $ (576,417 ) $ (578,990 ) Water purifier (75,052 ) (87,455 ) Loss from operations $ (651,469 ) $ (666,445 ) |
Schedule of segment assets | As of As of Segment assets 2022 2021 Dandelion teas $ 13,579,764 $ 12,817,675 Water purifier 862,930 958,530 Total assets $ 14,442,694 $ 13,776,205 | As of As of Segment assets 2021 2020 Dandelion teas $ 12,817,675 $ 12,083,534 Water purifier 958,530 944,480 Total assets $ 13,776,205 $ 13,028,014 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventories | March 31, December 31, 2022 2021 Raw materials $ 302,499 $ 300,918 Work in process 356,611 300,711 Finished goods 2,182,064 2,482,528 2,841,174 3,084,157 Less: allowance for obsolete inventories - - Inventories, net $ 2,841,174 $ 3,084,157 | December 31, December 31, 2021 2020 Raw materials $ 300,918 $ 290,922 Work in process 300,711 81,592 Finished goods 2,482,528 2,424,546 3,084,157 2,797,060 Less: allowance for obsolete inventories - - Inventories, net $ 3,084,157 $ 2,797,060 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property, plant, and equipment | March 31, December 31, 2022 2021 Buildings $ 15,854 $ 15,771 Machinery and equipment 675,076 675,878 Office equipment 151,568 144,072 Vehicles 883,634 879,016 1,726,132 1,714,737 Less: Accumulated depreciation (1,128,864 ) (1,039,181 ) Property and equipment, net $ 597,268 $ 675,556 | December 31, December 31, 2021 2020 Buildings $ 15,771 $ 15,403 Machinery and equipment 675,878 650,961 Office equipment 144,072 82,080 Vehicles 879,016 858,486 1,714,737 1,606,930 Less: Accumulated depreciation (1,039,181 ) (700,085 ) Property and equipment, net $ 675,556 $ 906,845 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accrued liabilities and other payables | March 31, December 31, Accrued local taxes $ 271,801 $ 59,719 Advance from employees 49,360 45,787 Payable for construction and improvements 163,400 150,102 Payable for machinery and equipment 57,055 58,327 Accrued payroll 18,302 10,220 Accrued professional fees 60,000 42,000 Other 56,155 140,689 Total $ 676,073 $ 506,844 | December 31, December 31, Accrued local taxes $ 59,719 $ 39,572 Advance from employees 45,787 30,062 Payable for construction and improvements 150,102 49,650 Payable for machinery and equipment 58,327 50,965 Accrued payroll 10,220 - Accrued professional fees 42,000 - Other 140,689 53,949 Total $ 506,844 $ 224,198 |
Income Tax (Tables)
Income Tax (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Schedule of provision for income tax expense (benefit) | For the Three Months Ended 2022 2021 Current USA $ - $ - China - - Deferred USA - - China 92,955 - Total provision for income tax expense (benefit) $ 92,955 $ - | For the Year Ended 2021 2020 Current USA $ - $ - China - - Deferred USA - - China - - Total provision for income tax expense (benefit) $ - $ - |
Schedule of statutory tax rate to the effective tax rate | For the Three Months Ended March 31, 2022 2021 U.S. federal statutory income tax (benefit) 21.0 % (21.0 )% Foreign tax rate differential 4.5 % (4.0 )% Change in valuation allowances 3.0 % 25.0 % Effective income tax rate 28.5 % - % | For the Year Ended December 31, 2021 2020 U.S. statutory income tax (benefit) (21.0 )% (21.0 )% Valuation allowance recognized with respect to the loss in U.S. 21.0 % 21.0 % Hong Kong statutory income tax (benefit) (16.5 )% (16.5 )% Valuation allowance recognized with respect to the loss in the Hong Kong entity 16.5 % 16.5 % PRC statutory income tax (benefit) (25.0 )% (25.0 )% Valuation allowance recognized with respect to the loss in PRC entities 25.0 % 25.0 % Effective income tax rate 0 % 0 % |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Schedule of related party with whom transaction | Name of Individual Relationship with the Company Xianchang Ma Major shareholder, CEO, director of the Company Liuhong Liu Beneficial owner of the Company’s common stock Pan Shi Beneficial owner of the Company’s common stock Jin Tian Beneficial owner of the Company’s common stock Qiuping Lu Shareholder, former director and CEO | Name of Individual Relationship with the Company Xianchang Ma Major shareholder, CEO, director of the Company Liuhong Liu Beneficial owner of the Company’s common stock Pan Shi Beneficial owner of the Company’s common stock Jin Tian Beneficial owner of the Company’s common stock Qiuping Lu Shareholder, former director, CEO |
Schedule of due to related parties | March 31, December 31, 2022 2021 Xianchang Ma $ 15,548,081 $ 15,193,647 Qiuping Lu 243,748 328,869 Liuhong Liu 5,175 5,619 Pan Shi 3,409 3,055 Jin Tian 68 68 $ 15,800,481 $ 15,531,258 | December 31, December 31, 2021 2020 Xianchang Ma $ 15,193,647 $ 12,778,230 Qiuping Lu 328,869 - Liuhong Liu 5,619 5,028 Pan Shi 3,055 6,279 Jin Tian 68 $ 15,531,258 $ 12,789,537 |
Lease (Tables)
Lease (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Schedule of company’s lease is presented | December 31, 2021 December 31, 2020 Operating Leases Operating lease right-of-use assets $ - $ 2,827 Operating lease liabilities - current $ - $ 2,827 Operating lease liability – non-current - - Total operating lease liabilities $ - $ 2,827 | |
Schedule of company’s lease expenses | Three Months Ended March 31, 2022 2021 Operating lease expenses $ - $ 1,234 | Year Ended December 31, December 31, Operating lease expenses $ 2,894 $ 4,635 |
Schedule of other information related to leases is presented | Three Months Ended March 31, 2022 March 31, 2021 Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ - $ 1,234 Weighted Average Remaining Lease Term: Operating leases - 0.41 years Weighted Average Discount Rate: Operating leases - % 4.75 % | Year Ended December 31, December 31, Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ 2,894 $ 4,635 Weighted Average Remaining Lease Term: Operating leases - 0.66 years Weighted Average Discount Rate: Operating leases 4.75 % 4.75 % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - CNY (¥) ¥ in Thousands | 1 Months Ended | ||
Dec. 23, 2021 | Dec. 16, 2021 | Dec. 15, 2021 | |
Organization and Nature of Business (Details) [Line Items] | |||
Capital amount | ¥ 5,050 | ||
Restructuring transaction ownership, percentage | 94.95% | ||
Nature of business, description | the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tenjunxiang, and eleven shareholders of Tengjunxiang (the “Selling Shareholders”). The Selling Shareholders collectively owned 100% of all issued and outstanding shares of Tengjunxiang (the “Tengjunxiang Shares”). Pursuant to the Share Exchange Agreement, the Selling Shareholders jointly agreed to sell or transfer to the Company one hundred percent (100%) of the Tengjunxiang Shares in exchange for a total of 19,285,714 shares of the Company’s common stock. As a result of such exchange (the “Stock Exchange”), Tengjunxiang has become a wholly-owned subsidiary of the Company and the Selling Shareholders collectively have received 19,285,714 shares of the Company’s common stock, representing approximately 29.53% of the then issued and outstanding shares of the Company’s common stock. | ||
Shandong Tengjunxiang [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Capital amount | 100,000 | ||
Shandong Minfu [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Contributed amount | ¥ 94,950 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Organization and Nature of Business [Abstract] | ||
Net loss | $ (747,525) | |
Accumulated deficit | 3,187,804 | $ 2,968,981 |
Working capital deficit | $ (11,687,585) | $ (11,477,918) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 USD ($) | Mar. 31, 2022 CNY (¥) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Advance to suppliers | $ 534,388 | $ 564,846 | $ 377,088 | |||
Construction in Progress | 8,818,289 | 8,726,299 | 8,283,595 | |||
Advertising expenses | 1,227 | $ 3,459 | 2,542 | $ 410 | ||
Insurance amount | $ 72,500 | ¥ 500,000 | $ 72,500 | ¥ 500,000 | ||
Revenue percentage | 10% | 10% | 10% | 10% | 10% | |
Purchase percentage | 10% | 10% | 60% | |||
Net purchase | $ 31,409 | |||||
Commission expense | $ 3,356,746 | $ 0 | ||||
Total revenue | $ 4,284,114 | |||||
Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Value added tax percentage | 0% | 0% | 0% | 0% | ||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Value added tax percentage | 17% | 17% | 17% | 17% | ||
One supplier [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Purchase percentage | 10% | |||||
Tengjunxiang [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Subsidiaries percentage | 100% | 100% | 100% | 100% | ||
Tengjunxiang HK [Member] | WOFE [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Subsidiaries percentage | 94.95% | 94.95% | 94.95% | 94.95% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Buildings and improvements [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Buildings and improvements [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Machinery and equipment [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Machinery and equipment [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Office furniture and equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Vehicles [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of practical expedients | 12 Months Ended |
Dec. 31, 2021 | |
Reassessment of expired or existing contracts [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Practical Expedient , Description | The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. |
Use of hindsight [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Practical Expedient , Description | The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. |
Reassessment of existing or expired land easements [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Practical Expedient , Description | The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. |
Separation of lease and non-lease components [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Practical Expedient , Description | Lease agreements that contain both lease and non-lease components are generally accounted for separately. |
Short-term lease recognition exemption [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Practical Expedient , Description | The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of operations by business segment - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue | ||||
Total revenues, net | $ 4,284,114 | $ 290 | ||
Cost of goods sold | ||||
Total cost of goods sold | 370,064 | 58 | ||
Gross profit (loss) | ||||
Gross profit (loss) | 3,914,050 | 232 | ||
Operating expenses | ||||
Total operating expenses | 3,544,216 | 161,126 | 651,469 | 666,677 |
Loss from operations | ||||
Loss from operations | 369,834 | (161,126) | (651,469) | (666,445) |
Dandelion teas [Member] | ||||
Net revenue | ||||
Total revenues, net | 3,463,678 | |||
Water purifier [Member] | ||||
Net revenue | ||||
Total revenues, net | 820,436 | 290 | ||
Dandelion teas [Member] | ||||
Cost of goods sold | ||||
Total cost of goods sold | 273,847 | |||
Water purifier [Member] | ||||
Cost of goods sold | ||||
Total cost of goods sold | 96,217 | 58 | ||
Dandelion teas [Member] | ||||
Gross profit (loss) | ||||
Gross profit (loss) | 3,189,831 | |||
Water purifier [Member] | ||||
Gross profit (loss) | ||||
Gross profit (loss) | 724,219 | 232 | ||
Dandelion teas [Member] | ||||
Operating expenses | ||||
Total operating expenses | 2,970,809 | 141,270 | 576,417 | 578,990 |
Water purifier [Member] | ||||
Operating expenses | ||||
Total operating expenses | 573,407 | 19,856 | 75,052 | 87,687 |
Dandelion teas [Member] | ||||
Loss from operations | ||||
Loss from operations | 219,022 | (141,270) | (576,417) | (578,990) |
Water purifier [Member] | ||||
Loss from operations | ||||
Loss from operations | $ 150,812 | $ (19,856) | $ (75,052) | $ (87,455) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of segment assets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Segment assets | $ 14,442,694 | $ 13,776,205 | $ 13,028,014 |
Dandelion teas [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Segment assets | 13,579,764 | 12,817,675 | 12,083,534 |
Water purifier [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Segment assets | $ 862,930 | $ 958,530 | $ 944,480 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of inventories - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | |||
Raw materials | $ 302,499 | $ 300,918 | $ 290,922 |
Work in process | 356,611 | 300,711 | 81,592 |
Finished goods | 2,182,064 | 2,482,528 | 2,424,546 |
Inventories, gross | 2,841,174 | 3,084,157 | 2,797,060 |
Less: allowance for obsolete inventories | |||
Inventories, net | $ 2,841,174 | $ 3,084,157 | $ 2,797,060 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 84,111 | $ 77,138 | $ 318,445 | $ 273,105 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net (Details) - Schedule of property, plant, and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,726,132 | $ 1,714,737 | $ 1,606,930 |
Less: Accumulated depreciation | (1,128,864) | (1,039,181) | (700,085) |
Property and equipment, net | 597,268 | 675,556 | 906,845 |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 15,854 | 15,771 | 15,403 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 675,076 | 675,878 | 650,961 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 151,568 | 144,072 | 82,080 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 883,634 | $ 879,016 | $ 858,486 |
Prepaid Taxes (Details)
Prepaid Taxes (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Income and Expenses [Abstract] | |||
Prepaid taxes | $ 176,822 | $ 688,272 | $ 653,479 |
Short-Term Loan (Details)
Short-Term Loan (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 17, 2020 USD ($) | Mar. 17, 2020 CNY (¥) | |
Short-Term Loan (Details) [Line Items] | ||||||
Maturity date | Mar. 17, 2021 | Mar. 17, 2021 | ||||
Loan balance bears interest rate percentage | 4.025% | 4.025% | ||||
Interest expense | $ 0 | $ 4,973 | $ 5,002 | $ 15,162 | ||
China Construction Bank [Member] | Shandong Tengjunxiang [Member] | ||||||
Short-Term Loan (Details) [Line Items] | ||||||
Loan agreement | $ 459,770 | ¥ 3,000,000 |
Loan from Third Parties (Detail
Loan from Third Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loan From Third Parties [Abstract] | ||
Loan from third parties | $ 0 | $ 459,770 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities and other payables [Abstract] | |||
Accrued local taxes | $ 271,801 | $ 59,719 | $ 39,572 |
Advance from employees | 49,360 | 45,787 | 30,062 |
Payable for construction and improvements | 163,400 | 150,102 | 49,650 |
Payable for machinery and equipment | 57,055 | 58,327 | 50,965 |
Accrued payroll | 18,302 | 10,220 | |
Accrued professional fees | 60,000 | 42,000 | |
Other | 56,155 | 140,689 | 53,949 |
Total | $ 676,073 | $ 506,844 | $ 224,198 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 01, 2008 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax (Details) [Line Items] | |||||
Applicable tax rate | 16.50% | 16.50% | |||
Income tax rate | 25% | ||||
Tax rate of enterprise income | 25% | ||||
Valuation allowance tax assets | 100% | 100% | 100% | ||
Maximum [Member] | |||||
Income Tax (Details) [Line Items] | |||||
U.S. statutory tax rate | 35% | 35% | |||
Minimum [Member] | |||||
Income Tax (Details) [Line Items] | |||||
U.S. statutory tax rate | 21% | 21% | |||
PRC [Member] | |||||
Income Tax (Details) [Line Items] | |||||
Income tax rate | 25% | ||||
Tax rate of enterprise income | 25% | ||||
Tax provisions (in Dollars) | $ 92,955 | $ 0 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of provision for income tax expense (benefit) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||
USA | ||||
China | ||||
Deferred | ||||
USA | ||||
China | 92,955 | |||
Total provision for income tax expense (benefit) | $ 92,955 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate [Line Items] | ||||
Effective income tax rate | 28.50% | 0% | 0% | |
U.S. statutory income tax (benefit) [Member] | ||||
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate [Line Items] | ||||
Effective income tax rate | (21.00%) | (21.00%) | ||
Valuation allowance recognized with respect to the loss in U.S. [Member] | ||||
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate [Line Items] | ||||
Effective income tax rate | 21% | 21% | ||
Hong Kong statutory income tax (benefit) [Member] | ||||
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate [Line Items] | ||||
Effective income tax rate | (16.50%) | (16.50%) | ||
Valuation allowance recognized with respect to the loss in the Hong Kong entity [Member] | ||||
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate [Line Items] | ||||
Effective income tax rate | 16.50% | 16.50% | ||
PRC statutory income tax (benefit) [Member] | ||||
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate [Line Items] | ||||
Effective income tax rate | (25.00%) | (25.00%) | ||
Valuation allowance recognized with respect to the loss in PRC entities [Member] | ||||
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate [Line Items] | ||||
Effective income tax rate | 25% | 25% |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - Schedule of related party with whom transaction | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Xianchang Ma [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Major shareholder, CEO, director of the Company | Major shareholder, CEO, director of the Company |
Liuhong Liu [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Beneficial owner of the Company’s common stock | Beneficial owner of the Company’s common stock |
Pan Shi [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Beneficial owner of the Company’s common stock | Beneficial owner of the Company’s common stock |
Jin Tian [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Beneficial owner of the Company’s common stock | Beneficial owner of the Company’s common stock |
Qiuping Lu [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Shareholder, former director and CEO | Shareholder, former director, CEO |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of due to related parties - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | $ 15,800,481 | $ 15,531,258 | $ 12,789,537 |
Xianchang Ma [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 15,548,081 | 15,193,647 | 12,778,230 |
Qiuping Lu [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 243,748 | 328,869 | |
Liuhong Liu [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 5,175 | 5,619 | 5,028 |
Pan Shi [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 3,409 | 3,055 | $ 6,279 |
Jin Tian [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | $ 68 | $ 68 |
Lease (Details)
Lease (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Lease term | 2 years | 2 years |
Lease agreement , description | The lease agreement expired in August 2021. |
Lease (Details) - Schedule of c
Lease (Details) - Schedule of company’s lease is presented - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Operating lease right-of-use assets | $ 2,827 | |
Operating lease liabilities - current | 2,827 | |
Operating lease liability – non-current | ||
Total operating lease liabilities | $ 2,827 |
Lease (Details) - Schedule of_2
Lease (Details) - Schedule of company’s lease expenses - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of company’s lease expenses [Abstract] | ||||
Operating lease expenses | $ 1,234 | $ 2,894 | $ 4,635 |
Lease (Details) - Schedule of o
Lease (Details) - Schedule of other information related to leases is presented - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Paid For Amounts Included In Measurement of Liabilities: | ||||
Operating cash flows from operating leases | $ 1,234 | $ 2,894 | $ 4,635 | |
Weighted Average Remaining Lease Term: | ||||
Operating leases | 4 months 28 days | 7 months 28 days | ||
Weighted Average Discount Rate: | ||||
Operating leases | 4.75% | 4.75% | 4.75% |
Equity (Details)
Equity (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 31, 2020 |
Equity (Details) [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 65,309,169 | 65,309,169 | 19,285,714 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Minimum [Member] | ||||
Equity (Details) [Line Items] | ||||
Increase authorized capital | 70,000,000 | |||
Maximum [Member] | ||||
Equity (Details) [Line Items] | ||||
Increase authorized capital | 200,000,000 | |||
Reverse Merger [Member] | ||||
Equity (Details) [Line Items] | ||||
Common stock, shares issued | 19,285,714 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Buildings and improvements [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Buildings and improvements [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Machinery and equipment [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Machinery and equipment [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Office furniture and equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Vehicles [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of operations by business segment - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue | ||||
Total revenues, net | $ 4,284,114 | $ 290 | ||
Cost of goods sold | ||||
Total cost of goods sold | 370,064 | 58 | ||
Gross profit | ||||
Gross profit | 3,914,050 | 232 | ||
Operating expenses | ||||
Total operating expenses | 3,544,216 | 161,126 | 651,469 | 666,677 |
Income (loss) from operations | ||||
Income (loss) from operations | 369,834 | (161,126) | (651,469) | (666,445) |
Dandelion teas [Member] | ||||
Net revenue | ||||
Total revenues, net | 3,463,678 | |||
Water purifier [Member] | ||||
Net revenue | ||||
Total revenues, net | 820,436 | 290 | ||
Dandelion teas [Member] | ||||
Cost of goods sold | ||||
Total cost of goods sold | 273,847 | |||
Water purifier [Member] | ||||
Cost of goods sold | ||||
Total cost of goods sold | 96,217 | 58 | ||
Dandelion teas [Member] | ||||
Gross profit | ||||
Gross profit | 3,189,831 | |||
Water purifier [Member] | ||||
Gross profit | ||||
Gross profit | 724,219 | 232 | ||
Dandelion teas [Member] | ||||
Operating expenses | ||||
Total operating expenses | 2,970,809 | 141,270 | 576,417 | 578,990 |
Water purifier [Member] | ||||
Operating expenses | ||||
Total operating expenses | 573,407 | 19,856 | 75,052 | 87,687 |
Dandelion teas [Member] | ||||
Income (loss) from operations | ||||
Income (loss) from operations | 219,022 | (141,270) | (576,417) | (578,990) |
Water purifier [Member] | ||||
Income (loss) from operations | ||||
Income (loss) from operations | $ 150,812 | $ (19,856) | $ (75,052) | $ (87,455) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of segment assets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Segment assets | $ 14,442,694 | $ 13,776,205 | $ 13,028,014 |
Dandelion teas [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Segment assets | 13,579,764 | 12,817,675 | 12,083,534 |
Water purifier [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Segment assets | $ 862,930 | $ 958,530 | $ 944,480 |
Inventories, Net (Details) - _2
Inventories, Net (Details) - Schedule of inventories - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | |||
Raw materials | $ 302,499 | $ 300,918 | $ 290,922 |
Work in process | 356,611 | 300,711 | 81,592 |
Finished goods | 2,182,064 | 2,482,528 | 2,424,546 |
Inventories, gross | 2,841,174 | 3,084,157 | 2,797,060 |
Less: allowance for obsolete inventories | |||
Inventories, net | $ 2,841,174 | $ 3,084,157 | $ 2,797,060 |
Property, Plant, and Equipmen_5
Property, Plant, and Equipment, net (Details) - Schedule of property, plant, and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,726,132 | $ 1,714,737 | $ 1,606,930 |
Less: Accumulated depreciation | (1,128,864) | (1,039,181) | (700,085) |
Property and equipment, net | 597,268 | 675,556 | 906,845 |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 15,854 | 15,771 | 15,403 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 675,076 | 675,878 | 650,961 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 151,568 | 144,072 | 82,080 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 883,634 | $ 879,016 | $ 858,486 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities and other payables [Abstract] | |||
Accrued local taxes | $ 271,801 | $ 59,719 | $ 39,572 |
Advance from employees | 49,360 | 45,787 | 30,062 |
Payable for construction and improvements | 163,400 | 150,102 | 49,650 |
Payable for machinery and equipment | 57,055 | 58,327 | 50,965 |
Accrued payroll | 18,302 | 10,220 | |
Accrued professional fees | 60,000 | 42,000 | |
Other | 56,155 | 140,689 | 53,949 |
Total | $ 676,073 | $ 506,844 | $ 224,198 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of provision for income tax expense (benefit) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||
USA | ||||
China | ||||
Deferred | ||||
USA | ||||
China | 92,955 | |||
Total provision for income tax expense (benefit) | $ 92,955 |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of statutory tax rate to the effective tax rate [Abstract] | ||||
U.S. federal statutory income tax (benefit) | 21% | (21.00%) | ||
Foreign tax rate differential | 4.50% | (4.00%) | ||
Change in valuation allowances | 3% | 25% | ||
Effective income tax rate | 28.50% | 0% | 0% |
Related Party Transactions an_5
Related Party Transactions and Balances (Details) - Schedule of related party with whom transaction | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Xianchang Ma [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Major shareholder, CEO, director of the Company | Major shareholder, CEO, director of the Company |
Liuhong Liu [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Beneficial owner of the Company’s common stock | Beneficial owner of the Company’s common stock |
Pan Shi [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Beneficial owner of the Company’s common stock | Beneficial owner of the Company’s common stock |
Jin Tian [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Beneficial owner of the Company’s common stock | Beneficial owner of the Company’s common stock |
Qiuping Lu [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company | Shareholder, former director and CEO | Shareholder, former director, CEO |
Related Party Transactions an_6
Related Party Transactions and Balances (Details) - Schedule of due to related parties - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | $ 15,800,481 | $ 15,531,258 | $ 12,789,537 |
Xianchang Ma [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 15,548,081 | 15,193,647 | 12,778,230 |
Qiuping Lu [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 243,748 | 328,869 | |
Liuhong Liu [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 5,175 | 5,619 | 5,028 |
Pan Shi [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | 3,409 | 3,055 | $ 6,279 |
Jin Tian [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | |||
Due to related parties | $ 68 | $ 68 |
Lease (Details) - Schedule of_3
Lease (Details) - Schedule of company’s lease expenses - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of company’s lease expenses [Abstract] | ||||
Operating lease expenses | $ 1,234 | $ 2,894 | $ 4,635 |
Lease (Details) - Schedule of_4
Lease (Details) - Schedule of other information related to leases is presented - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Paid For Amounts Included In Measurement of Liabilities: | ||||
Operating cash flows from operating leases | $ 1,234 | $ 2,894 | $ 4,635 | |
Weighted Average Remaining Lease Term: | ||||
Operating leases | 4 months 28 days | 7 months 28 days | ||
Weighted Average Discount Rate: | ||||
Operating leases | 4.75% | 4.75% | 4.75% |