Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Tengjun Biotechnology Corp. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 99,309,169 | ||
Entity Public Float | $ 84,732,207 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001499785 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | NV | ||
Entity File Number | 333-169397 | ||
Entity Tax Identification Number | 27-3042462 | ||
Entity Address, Address Line One | East Jinze Road and South Huimin Road, | ||
Entity Address, Address Line Two | Food Industry Economic and Technology Development District, | ||
Entity Address, Address Line Three | Jinxiang County, | ||
Entity Address, City or Town | Jining City | ||
Entity Address, Country | CN | ||
City Area Code | (86) | ||
Local Phone Number | 0537-8711599 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | PWN LLP | ||
Auditor Location | Walnut St. Suite | ||
Auditor Firm ID | 6882 | ||
Entity Address, Postal Zip Code | 00000 |
Consolidated Balance Sheets (Au
Consolidated Balance Sheets (Audited) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 2,830,646 | $ 285,568 |
Advance to suppliers | 416,911 | 564,846 |
Inventories, net | 1,001,028 | 3,084,157 |
Prepaid taxes | 688,272 | |
Due from related party | 4,534,714 | |
Other receivables | 41,785,778 | 5,688 |
Total Current Assets | 50,569,077 | 4,628,531 |
Property and equipment, net | 325,561 | 675,556 |
Construction in progress | 7,734,862 | 8,726,299 |
Total Assets | 58,629,500 | 14,030,386 |
Current Liabilities | ||
Accounts payable | 5,497,322 | 263,891 |
Advances from customers | 44,512 | 14,123 |
Due to related parties | 14,992,896 | 15,531,258 |
Accrued liabilities and other payables | 23,122,233 | 506,844 |
Total Current Liabilities | 43,656,963 | 16,316,116 |
Total Liabilities | 43,656,963 | 16,316,116 |
Stockholders' equity (deficit) | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $.001 par value; 200,000,000 shares authorized; 96,309,169 and 65,309,169 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 96,309 | 65,309 |
Additional paid-in capital | 3,868,599 | 1,099,599 |
Subscribed stock | 2,751,828 | |
Accumulated profit (deficit) | 8,159,037 | (3,187,804) |
Accumulated other comprehensive loss | (420,376) | (168,535) |
Total stockholders’ equity (deficit) | 14,455,397 | (2,191,431) |
Noncontrolling interests | 517,140 | (94,299) |
Total Equity (Deficit) | 14,972,537 | (2,285,730) |
Total Liabilities and Equity | $ 58,629,500 | $ 14,030,386 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Audited) (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 96,309,169 | 65,309,169 |
Common stock, shares outstanding | 96,309,169 | 65,309,169 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Audited) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Sales revenue, net | $ 150,136,738 | |
Cost of goods sold | 9,722,341 | |
Gross profit | 140,414,397 | |
Selling and marketing expenses | 123,157,529 | 28,499 |
General and administrative expenses | 1,192,732 | 709,735 |
Total operating expenses | 124,350,261 | 738,234 |
Income (Loss) from operations | 16,064,136 | (738,234) |
Interest income (expense), net | 22,890 | (4,970) |
Other (expense) income, net | (805,421) | (4,321) |
Income (Loss) before provision for income taxes | 15,281,605 | (747,525) |
Provision for income taxes | 3,309,931 | |
Net income (loss) | 11,971,674 | (747,525) |
Net income (loss) attributable to noncontrolling interest | 624,833 | |
Net income (loss) attributable to the Company | 11,346,841 | (747,525) |
Net income (loss) | 11,971,674 | (747,525) |
Other comprehensive income (loss): | ||
Foreign currency translation loss | (265,235) | (36,291) |
Comprehensive income (loss) | 11,706,439 | (783,816) |
Comprehensive income (loss) attributable to noncontrolling interests | 611,439 | |
Comprehensive income (loss) attributable to Tengjun stockholders | $ 11,095,000 | $ (783,816) |
Net Loss Per Common Share: | ||
Net income (loss) per common share - basic and diluted (in Dollars per share) | $ 0.15 | $ (0.04) |
Basic and diluted (in Shares) | 80,170,345 | 20,294,447 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Audited) (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per common share - basic and diluted (in Shares) | $ 0.15 | $ (0.04) |
Basic and diluted (in Shares) | 80,170,345 | 19,285,714 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Deficit (Audited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Subscribed Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Balance at Dec. 31, 2020 | $ (1,178,115) | $ 19,286 | $ 1,549,018 | $ (2,605,211) | $ (141,208) | ||
Balance (in Shares) at Dec. 31, 2020 | 19,285,714 | ||||||
Reverse merger adjustment | (323,799) | $ 46,023 | (449,419) | 164,932 | 8,964 | (94,299) | |
Reverse merger adjustment (in Shares) | 46,023,455 | ||||||
Net loss | (747,525) | (747,525) | |||||
Foreign currency translation | (36,291) | (36,291) | |||||
Balance at Dec. 31, 2021 | (2,285,730) | $ 65,309 | 1,099,599 | (3,187,804) | (168,535) | (94,299) | |
Balance (in Shares) at Dec. 31, 2021 | 65,309,169 | ||||||
Issuance of common stock | 2,800,000 | $ 31,000 | 2,769,000 | ||||
Issuance of common stock (in Shares) | 31,000,000 | ||||||
Common stock subscriptions received in advance | 2,751,828 | 2,751,828 | |||||
Net loss | 11,971,674 | 11,346,841 | 624,833 | ||||
Foreign currency translation | (265,235) | (251,841) | (13,394) | ||||
Balance at Dec. 31, 2022 | $ 14,972,537 | $ 96,309 | $ 3,868,599 | $ 2,751,828 | $ 8,159,037 | $ (420,376) | $ 517,140 |
Balance (in Shares) at Dec. 31, 2022 | 96,309,169 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Audited) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ 11,971,674 | $ (747,525) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 308,886 | 318,445 |
Allowance for obselate inventory | 36,299 | |
Impairment of fixed assets | 235,700 | |
Impairment of long-lived assets - equity investment | 520,707 | |
Changes in net assets and liabilities: | ||
Inventories | 1,847,954 | (217,535) |
Prepaid taxes | 652,099 | (18,932) |
Other receivables | 456 | 5,884 |
Advance to suppliers | 103,465 | (176,573) |
Accounts payable | 5,442,138 | 507 |
Loan to third parties | (43,256,310) | |
Taxes payable | 23,547,846 | 18,967 |
Accrued liabilities and other payable | (64,751) | 255,465 |
Net cash used in operating activities | 1,347,451 | (561,297) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (5,939) | (68,536) |
Payment for construction in progress | 22,844 | (241,637) |
Long-term investment in equity | (520,707) | |
Cash receipt from reverse merger | 289,574 | |
Net cash used in investing activities | (503,802) | (20,599) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Capital contribution | 7,751 | |
Proceeds from issuing common stocks | 5,551,828 | |
Repayment of short-term bank loan | (465,058) | |
Repayment of short-term loan from third parties | (465,058) | |
Net proceeds (repayment of) loans from related parties | (3,775,277) | 1,783,083 |
Net cash provided by financing activities | 1,776,551 | 860,718 |
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS | (73,834) | 508 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2,545,078 | 279,330 |
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE | 285,568 | 6,238 |
CASH AND CASH EQUIVALENTS, ENDING BALANCE | 2,830,646 | 285,568 |
SUPPLEMENTAL DISCLOSURES: | ||
Income tax paid | ||
Interest paid | $ 4,973 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
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. Shandong 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 therefore became 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 Tengjunxiang, 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 with its subsidiaries commenced its business operations 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”). |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity [Abstract] | |
LIQUIDITY | NOTE 2. LIQUIDITY The accompanying audited consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the Company’s accompanying consolidated financial statements, the Company has just started to generate revenues and turned around to be profitable since 2022. For the year ended December 31, 2022, the Company had a net profit of $11,971,674. As of December 31, 2022, the Company had an accumulated profit of $8,159,037, working capital of $6,912,114, and cash balance of 2,830,646. For the year ended December 31, 2021, the Company had a net loss of $747,525. As of December 31, 2021, the Company had an accumulated deficit of $3,187,804, working capital deficit of $11,687,585, and cash of $561,297 used in operating activities. The Company’s ability to continue as a going concern will be dependent upon its ability to execute on its business plan, including the ability to generate revenue and the Company’s ability to raise additional capital. Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management has evaluated the significance of the conditions as of December 31, 2022 and has concluded that due to the receipt of the net proceeds from the completion of the Initial Public Offering and cash provided by operating activities during the year of 2022, the Company has sufficient cash on hand to satisfy its anticipated cash requirements for the next twelve months from the issuance of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant 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. As of December 31, 2022, the Company’s estimates primarily consisted of the allowance for obsolete inventory and impairment assessment on fixed assets and other long-lived assets. These estimates required management’s judgment, and actual results could differ from these estimates. 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 $416,911 and $564,846 as of December 31, 2022 and 2021, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of December 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. Allowance for obsolete inventory as of December 31, 2022 and 2021 was $36,299 and $0, respectively. 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, 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 December 31, 2022 and 2021 was $7,734,862 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. Based on management’s evaluation, impairment of long-live assets for the years ended December 31, 2022 and 2021 was $756,407 and $0, respectively. 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. During the years ended December 31, 2022 and 2021, the Company also engaged in the sale of certain nutraceutical products and water treatment accessories. 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 cost of goods purchased, 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. The selling and marketing expenses for the years ended December 31, 2022 and 2021 were $123,157,529 and $28,499, 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 primarily 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 $150,136,738 during the year ended December 31, 2022. No customer accounted for over 10% of total revenue during the year ended December 31, 2022. For the Company’s water purifier business segment, the Company purchases total inventory of $785,010 from three suppliers during the year ended December 31, 2022. All three suppliers accounted for over 10% of the Company’s total purchases. Net purchase for the year ended December 31, % of total Supplier 2022 purchase A $ 317,161 40 % B 355,630 45 % C 112,220 15 % For the dandelion teas business segment, no supplier accounted for over 10% of total purchase during the year ended December 31, 2022. No supplier accounted for over 10% of total purchase during the year ended December 31, 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. The following exchange rates were used to translate the amounts from RMB into United States dollars (“USD$”) for the prospective year: December 31, December 31, 2022 2021 Year End Exchange Rate (RMB/USD) 6.9646 6.3726 Average Period Exchange Rate (RMB/USD) 6.7261 6.4508 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. The Company current does not have any operating or financing leases that last for more than twelve months. 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 years ended December 31, 2022 and 2021: For the Years Ended December 31, December 31, 2022 2021 Net revenue Dandelion teas $ 21,323,222 $ - Water purifier 128,813,516 - Total revenues, net $ 150,136,738 $ - Cost of goods sold Dandelion teas $ 2,456,221 $ - Water purifier 7,266,120 - Total cost of goods sold $ 9,722,341 $ - Gross profit Dandelion teas $ 18,867,001 $ - Water purifier 121,547,396 - Gross profit $ 140,414,397 $ - Operating expenses Dandelion teas $ 17,660,889 $ 576,417 Water purifier 106,689,372 75,052 Total operating expenses $ 124,350,261 $ 651,469 Income (loss) from operations Dandelion teas $ 1,206,112 $ (576,417 ) Water purifier 14,858,024 (75,052 ) Income (loss) from operations $ 16,064,136 $ (651,469 ) The following table shows the Company’s assets by business segment for the years ended December 31, 2022 and 2021: As of December 31, Segment assets 2022 2021 Dandelion teas $ 8,326,875 $ 12,817,675 Water purifier 50,302,625 958,530 Total assets $ 58,629,500 $ 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. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which provides guidance on the acquirer’s accounting for acquired revenue contracts with customers in a business combination. The amendments require an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination at the acquisition date in accordance with ASC 606 as if it had originated the contracts. This guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. The new guidance is required to be applied prospectively to business combinations occurring on or after the date of adoption. This guidance is effective for the Company for the year ending March 31, 2024 and interim reporting periods during the year ending March 31, 2024. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2022 | |
Inventories, Net [Abstract] | |
INVENTORIES, NET | NOTE 4. INVENTORIES, NET Inventories consisted of the following: December 31, December 31, 2022 2021 Raw materials $ 266,725 $ 300,918 Work in process 203,257 300,711 Finished goods 567,346 2,482,528 1,037,328 3,084,157 Less: allowance for obsolete inventories (36,299 ) - Inventories, net $ 1,001,028 $ 3,084,157 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant, and Equipment, net [Abstarct] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | NOTE 5. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment consisted of the following: December 31, December 31, 2022 2021 Buildings $ 14,431 $ 15,771 Machinery and equipment 619,839 675,878 Office equipment 135,313 144,072 Vehicles 805,135 879,016 1,574,718 1,714,737 Less: Accumulated depreciation (1,249,157 ) (1,039,181 ) Property and equipment, net $ 325,561 $ 675,556 Depreciation expenses for the years ended December 31, 2022 and 2021 were $308,407 and $318,445, respectively. |
Prepaid Taxes
Prepaid Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Taxes [Abstract] | |
PREPAID TAXES | NOTE 6. PREPAID TAXES Prepaid taxes as of December 31, 2022 and December 31, 2021, primarily consisted of prepaid VAT in the amount of $0 and $688,272, respectively, which can be used to offset VAT payable when the Company incurs sales. |
Other Receivable
Other Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Other Receivable [Abstract] | |
OTHER RECEIVABLE | NOTE 7. OTHER RECEIVABLE Other receivable consisted of the following on December 31, 2022 and 2021: December 31, December 31, 2022 2021 Loans to sales agents $ 41,775,015 $ - Prepaid Expenses 4,740 5,688 Security deposit 5,600 - Other 423 - Total $ 41,785,778 $ 5,688 During the year ended 31, 2022, the Company made loans to various individual sales agents in the aggregate amount of $41,775,015 pursuant to the agreements with each of the sales agents. The loans were made to each of the sales agents for the purpose of market expansion, and all loans shall be repaid in full before December 31, 2023. These loans are unsecured and bear no interest. |
Short-Term Loan
Short-Term Loan | 12 Months Ended |
Dec. 31, 2022 | |
Short-Term Loan [Abstract] | |
SHORT-TERM LOAN | NOTE 8. 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 years ended December 31, 2022 and 2021, the Company recorded interest expenses of $0 and 5,002, respectively. |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities and Other Payables [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 9. ACCRUED LIABILITIES AND OTHER PAYABLES Accrued liabilities and other payables consisted of the following on December 31, 2022 and 2021: December 31, December 31, 2022 2021 Accrued taxes $ 22,796,102 $ 59,719 Advance from employees 36,139 45,787 Payable for construction and improvements - 150,102 Payable for machinery and equipment - 58,327 Accrued payroll 15,213 10,220 Accrued professional fees 274,779 42,000 Other - 140,689 Total $ 23,122,233 $ 506,844 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 10. 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 provision of $3,309,931 and $0 for the years ended December 31, 2022 and 2021. The following table summarizes the income from operations before income taxes by jurisdiction: For the Years Ended 2022 2021 United States $ (399,139 ) $ (86,765 ) China 15,680,744 (660,760 ) Total $ 15,281,605 $ (747,525 ) Provision for income tax expense (benefit) consists of the following: For the Years Ended 2022 2021 Current Tax Expense U.S Federal $ - $ - China 3,309,931 - Total current tax expense 3,309,931 - Deferred tax expense (benefit) U.S Federal - - Foreign - - Total deferred tax expense (benefit) - - Income tax expense $ 3,309,931 $ - The following table summarizes a reconciliation of income tax expense for operations, calculated at the U.S. statutory federal income tax rate of 21% to total income tax expense (benefit): For the Years Ended 2022 2021 Income tax expense at federal statutory rate $ 3,209,137 $ - Increases/(decreases) due to: Foreign tax rate differential 16,975 - Change in valuation allowance 83,819 - Total income tax expense, net $ 3,309,931 $ - Effective tax rate 21.66 % 0.00 % 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, 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 of USA would not be realized and have a 100% valuation allowance associated with its deferred tax assets. |
Risks and Contingencies
Risks and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
RISKS AND CONTINGENCIES | NOTE 11. RISKS AND CONTINGENCIES Covid-19 The global outbreak of the COVID-19 pandemic is having a significant negative impact on the global economy, which has adversely affected the Company’s business and financial results. Starting in late January 2020, the COVID-19 pandemic triggered a series of lockdowns, social distancing requirements and travel restrictions that have significantly and negatively affected, and may continue to negatively affect, our businesses in China. The Company had suspended its normal business operations from early 2020 and did not generate any revenue in the year 2021. The COVID-19 pandemic also presented and may continue to present challenges to the Company’s business operations as well as the business operations of the Company’s merchants, business partners and other participants in the Company’s ecosystem, such as closure of offices and facilities, disruptions to or even suspensions of normal business and logistics operations, as well as restrictions on travel. It is not possible to determine the ultimate impact of the COVID-19 pandemic on the Company’s business operations and financial results, which is highly dependent on numerous factors, including the duration and spread of the pandemic and any resurgence of the COVID-19 pandemic in China or elsewhere, actions taken by governments, the response of businesses and individuals to the pandemic, the impact of the pandemic on business and economic conditions in China, consumer demand, the Company’s ability and the ability of sales agents, logistics service providers and other participants in the Company’s ecosystem to continue operations in areas affected by the pandemic. The COVID-19 pandemic may continue to adversely affect the Company’s business and results of operations. Concentration Risk For the water purifier business segment, the Company relied on three suppliers that represented 45%, 40% and 15% of the total purchases, respectively, during the year ended December 31, 2022. In the event of losing the three vendors without alternative providers, the Company’s water purifier business will be materially and adversely affected. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions and Balances [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 12. 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 from related party: December 31, December 31, 2022 2021 Pan Shi $ 84,714 $ - Xianchang Ma 4,450,000 - Total $ 4,534,714 $ - Due from related party represent advances to its related parties for working capital purpose and receivable from the related party for investment purpose. Due to related parties: December 31, December 31, 2022 2021 Xianchang Ma $ 14,992,431 $ 15,193,647 Qiuping Lu 96 328,869 Liuhong Liu - 5,619 Pan Shi 307 3,055 Jin Tian 62 68 $ 14,992,896 $ 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | 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 par value of $0.001 per share. As of December 31, 2022 and December 31, 2021, the Company had no shares of its preferred stock issued and outstanding. Common Stock Common Stock Issued for Reverse Merger On December 23, 2021, pursuant to the Share Exchange Agreement with Tengjunxiang (see Note 1), the Company issued 19,285,714 shares of its common stock to eleven Selling Shareholders of Tengjunxiang. On July 7, 2022, the Company sold an aggregate of 25,000,000 shares of its common stock at a price of $0.10 per share to unrelated nine investors pursuant to the signed stock purchase agreements. On October 4, 2022, the Company sold an aggregate of 6,000,000 shares of its common stock at a price of $0.05 per share, to two investors pursuant to the restricted stock agreements with the investors. Of a total of 6,000,000 shares of the common stock sold, 4,000,000 shares were sold to one of the two investors who was a former officer of the Company. The Company received advance payments of $300,000 from the two investors in September 2022 and recognized the advance payment as subscribed stock on September 30, 2022. As of December 31, 2022, all 6,000,000 common stock shares were issued and outstanding. Subscribed Stock On November 4, 2022, the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”) declared effective. Pursuant to the Company’s registration statement, the Company offered 3,000,000 shares of common stock at $1.00 per share for a total purchase price of $3,000,000. As of December 31, 2022, the Company received a total advance payment of $2,751,828 from the investors and recognized the proceed of $2,751,828 as subscribed stock. The subscribed stock shares of 3,000,000 were issued on January 9, 2023 and the rest proceed of $248,172 was received in January 2023. (See the NOTE 14. SUBSEQUENT EVENTS). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS Initial Closing of Public Offering On January 9, 2023, the company conducted its initial closing for the public offering of its common stock (the “initial closing”) pursuant to the Company’s registration statement on Form S-1 initially filed with the SEC July 22, 2022 and declared effective on November 4, 2022, whereby the Company sold 3,000,000 shares of common stock shares at $1.00 per share for total purchase price of $3,000,000 (the “Initial Closing Amount”) from the investors. The initial Closing amount equals to the minimum offering amount as set forth in the Registration Statement. The Company may conduct additional closings of this public offering from time to time in the future with the timeframe as described in the Registration. Loan Repayment from Individual Sales Agents During the year ended December 31, 2022, the Company made loans to various individual sales agents in the aggregate amount of $41,775,015 pursuant to the agreements with each of the sales agents. The loans were made to each of the sales agents for the purpose of market expansion and were unsecured and bear no interest. As of March 31, 2023, approximately $39,178,129 of the $41,775,015 loans have been repaid. 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, 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.” |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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”). |
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. |
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. As of December 31, 2022, the Company’s estimates primarily consisted of the allowance for obsolete inventory and impairment assessment on fixed assets and other long-lived assets. These estimates required management’s judgment, and actual results could differ from these estimates. |
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. |
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. |
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 $416,911 and $564,846 as of December 31, 2022 and 2021, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of December 31, 2022 and December 31, 2021. |
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. Allowance for obsolete inventory as of December 31, 2022 and 2021 was $36,299 and $0, respectively. |
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. |
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 years ended December 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 December 31, 2022 and 2021 was $7,734,862 and $8,726,299, 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. Based on management’s evaluation, impairment of long-live assets for the years ended December 31, 2022 and 2021 was $756,407 and $0, respectively. |
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. |
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. |
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. During the years ended December 31, 2022 and 2021, the Company also engaged in the sale of certain nutraceutical products and water treatment accessories. 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 cost of goods purchased, 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. The selling and marketing expenses for the years ended December 31, 2022 and 2021 were $123,157,529 and $28,499, 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. |
Concentration of Credit Risk | Concentration of Credit Risk The operations of the Company are primarily 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 $150,136,738 during the year ended December 31, 2022. No customer accounted for over 10% of total revenue during the year ended December 31, 2022. For the Company’s water purifier business segment, the Company purchases total inventory of $785,010 from three suppliers during the year ended December 31, 2022. All three suppliers accounted for over 10% of the Company’s total purchases. Net purchase for the year ended December 31, % of total Supplier 2022 purchase A $ 317,161 40 % B 355,630 45 % C 112,220 15 % For the dandelion teas business segment, no supplier accounted for over 10% of total purchase during the year ended December 31, 2022. No supplier accounted for over 10% of total purchase during the year ended December 31, 2021. |
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. |
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. |
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. The following exchange rates were used to translate the amounts from RMB into United States dollars (“USD$”) for the prospective year: December 31, December 31, 2022 2021 Year End Exchange Rate (RMB/USD) 6.9646 6.3726 Average Period Exchange Rate (RMB/USD) 6.7261 6.4508 |
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. |
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. The Company current does not have any operating or financing leases that last for more than twelve months. |
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 years ended December 31, 2022 and 2021: For the Years Ended December 31, December 31, 2022 2021 Net revenue Dandelion teas $ 21,323,222 $ - Water purifier 128,813,516 - Total revenues, net $ 150,136,738 $ - Cost of goods sold Dandelion teas $ 2,456,221 $ - Water purifier 7,266,120 - Total cost of goods sold $ 9,722,341 $ - Gross profit Dandelion teas $ 18,867,001 $ - Water purifier 121,547,396 - Gross profit $ 140,414,397 $ - Operating expenses Dandelion teas $ 17,660,889 $ 576,417 Water purifier 106,689,372 75,052 Total operating expenses $ 124,350,261 $ 651,469 Income (loss) from operations Dandelion teas $ 1,206,112 $ (576,417 ) Water purifier 14,858,024 (75,052 ) Income (loss) from operations $ 16,064,136 $ (651,469 ) The following table shows the Company’s assets by business segment for the years ended December 31, 2022 and 2021: As of December 31, Segment assets 2022 2021 Dandelion teas $ 8,326,875 $ 12,817,675 Water purifier 50,302,625 958,530 Total assets $ 58,629,500 $ 13,776,205 |
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. |
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. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which provides guidance on the acquirer’s accounting for acquired revenue contracts with customers in a business combination. The amendments require an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination at the acquisition date in accordance with ASC 606 as if it had originated the contracts. This guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. The new guidance is required to be applied prospectively to business combinations occurring on or after the date of adoption. This guidance is effective for the Company for the year ending March 31, 2024 and interim reporting periods during the year ending March 31, 2024. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
Schedule of one major supplier that accounted for over 10% of its total purchases | Net purchase for the year ended December 31, % of total Supplier 2022 purchase A $ 317,161 40 % B 355,630 45 % C 112,220 15 % |
Schedule of exchange rates were used to translate | December 31, December 31, 2022 2021 Year End Exchange Rate (RMB/USD) 6.9646 6.3726 Average Period Exchange Rate (RMB/USD) 6.7261 6.4508 |
Schedule of operations by business segment | For the Years Ended December 31, December 31, 2022 2021 Net revenue Dandelion teas $ 21,323,222 $ - Water purifier 128,813,516 - Total revenues, net $ 150,136,738 $ - Cost of goods sold Dandelion teas $ 2,456,221 $ - Water purifier 7,266,120 - Total cost of goods sold $ 9,722,341 $ - Gross profit Dandelion teas $ 18,867,001 $ - Water purifier 121,547,396 - Gross profit $ 140,414,397 $ - Operating expenses Dandelion teas $ 17,660,889 $ 576,417 Water purifier 106,689,372 75,052 Total operating expenses $ 124,350,261 $ 651,469 Income (loss) from operations Dandelion teas $ 1,206,112 $ (576,417 ) Water purifier 14,858,024 (75,052 ) Income (loss) from operations $ 16,064,136 $ (651,469 ) |
Schedule of segment assets | As of December 31, Segment assets 2022 2021 Dandelion teas $ 8,326,875 $ 12,817,675 Water purifier 50,302,625 958,530 Total assets $ 58,629,500 $ 13,776,205 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of inventories [Abstract] | |
Schedule of inventories | December 31, December 31, 2022 2021 Raw materials $ 266,725 $ 300,918 Work in process 203,257 300,711 Finished goods 567,346 2,482,528 1,037,328 3,084,157 Less: allowance for obsolete inventories (36,299 ) - Inventories, net $ 1,001,028 $ 3,084,157 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant, and Equipment, net [Abstarct] | |
Schedule of property, plant, and equipment | December 31, December 31, 2022 2021 Buildings $ 14,431 $ 15,771 Machinery and equipment 619,839 675,878 Office equipment 135,313 144,072 Vehicles 805,135 879,016 1,574,718 1,714,737 Less: Accumulated depreciation (1,249,157 ) (1,039,181 ) Property and equipment, net $ 325,561 $ 675,556 |
Other Receivable (Tables)
Other Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Receivable [Abstract] | |
Schedule of other receivable | December 31, December 31, 2022 2021 Loans to sales agents $ 41,775,015 $ - Prepaid Expenses 4,740 5,688 Security deposit 5,600 - Other 423 - Total $ 41,785,778 $ 5,688 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of accrued liabilities and other payables [Abstract] | |
Schedule of accrued liabilities and other payables | December 31, December 31, 2022 2021 Accrued taxes $ 22,796,102 $ 59,719 Advance from employees 36,139 45,787 Payable for construction and improvements - 150,102 Payable for machinery and equipment - 58,327 Accrued payroll 15,213 10,220 Accrued professional fees 274,779 42,000 Other - 140,689 Total $ 23,122,233 $ 506,844 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
Schedule of income from operations before income taxes | For the Years Ended 2022 2021 United States $ (399,139 ) $ (86,765 ) China 15,680,744 (660,760 ) Total $ 15,281,605 $ (747,525 ) |
Schedule of provision for income tax expense (benefit) | For the Years Ended 2022 2021 Current Tax Expense U.S Federal $ - $ - China 3,309,931 - Total current tax expense 3,309,931 - Deferred tax expense (benefit) U.S Federal - - Foreign - - Total deferred tax expense (benefit) - - Income tax expense $ 3,309,931 $ - |
Schedule of reconciliation of income tax expense for operations | For the Years Ended 2022 2021 Income tax expense at federal statutory rate $ 3,209,137 $ - Increases/(decreases) due to: Foreign tax rate differential 16,975 - Change in valuation allowance 83,819 - Total income tax expense, net $ 3,309,931 $ - Effective tax rate 21.66 % 0.00 % |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions and Balances [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 |
Schedule of due from related party | December 31, December 31, 2022 2021 Pan Shi $ 84,714 $ - Xianchang Ma 4,450,000 - Total $ 4,534,714 $ - |
Schedule of due to related parties | December 31, December 31, 2022 2021 Xianchang Ma $ 14,992,431 $ 15,193,647 Qiuping Lu 96 328,869 Liuhong Liu - 5,619 Pan Shi 307 3,055 Jin Tian 62 68 $ 14,992,896 $ 15,531,258 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - CNY (¥) ¥ in Thousands | Dec. 23, 2021 | Dec. 16, 2021 | Dec. 15, 2021 |
Organization and Nature of Business (Details) [Line Items] | |||
Capital amount | ¥ 5,050 | ||
Contributed amount | 94,950 | ||
Share exchange agreement description | On December 23, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tengjunxiang, 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 | ||
Restructuring transaction ownership, percentage | 94.95% |
Liquidity (Details)
Liquidity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liquidity [Abstract] | ||
Net profit (loss) | $ 11,971,674 | $ 747,525 |
Accumulated profit | 8,159,037 | 3,187,804 |
Working capital | 6,912,114 | 11,687,585 |
Cash | $ 2,830,646 | $ 561,297 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Advance to suppliers | $ 416,911 | $ 564,846 | |
Allowance for obsolete inventory | 36,299 | 0 | |
Construction in progress | 7,734,862 | 8,726,299 | |
Impairment of long-live assets | 756,407 | 0 | |
Advertising expenses | 123,157,529 | $ 28,499 | |
Insurance amount | 72,500 | ¥ 500,000 | |
Total revenue | $ 150,136,738 | ||
Revenue percentage | 10% | 10% | |
Inventory purchase | $ 785,010 | ||
Purchase percentage | 10% | 10% | |
Purchase percentage | 10% | 10% | |
Concentration of credit risk description | No supplier accounted for over 10% of total purchase during the year ended December 31, 2021. | No supplier accounted for over 10% of total purchase during the year ended December 31, 2021. | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Value added tax percentage | 0% | 0% | |
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Value added tax percentage | 17% | 17% | |
Tengjunxiang [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Subsidiaries percentage | 100% | 100% | |
Tengjunxiang HK [Member] | WOFE [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Subsidiaries percentage | 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 | 12 Months Ended |
Dec. 31, 2022 | |
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 |
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 |
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 |
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 |
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 |
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of one major supplier that accounted for over 10% of its total purchases | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Supplier A [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of one major supplier that accounted for over 10% of its total purchases [Line Items] | |
Net purchase, Supplier | $ 317,161 |
Percentage of total purchase | 40% |
Supplier B [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of one major supplier that accounted for over 10% of its total purchases [Line Items] | |
Net purchase, Supplier | $ 355,630 |
Percentage of total purchase | 45% |
Supplier C [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of one major supplier that accounted for over 10% of its total purchases [Line Items] | |
Net purchase, Supplier | $ 112,220 |
Percentage of total purchase | 15% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates were used to translate | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Exchange Rates were used to Translate [Abstract] | ||
Year End Exchange Rate (RMB/USD) | 6.9646 | 6.3726 |
Average Period Exchange Rate (RMB/USD) | 6.7261 | 6.4508 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of operations by business segment - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenue | ||
Total revenues, net | $ 150,136,738 | |
Cost of goods sold | ||
Total cost of goods sold | 9,722,341 | |
Gross profit | ||
Gross profit | 140,414,397 | |
Operating expenses | ||
Total operating expenses | 124,350,261 | 651,469 |
Income (loss) from operations | ||
Income (loss) from operations | 16,064,136 | (651,469) |
Dandelion teas [Member] | ||
Net revenue | ||
Total revenues, net | 21,323,222 | |
Water purifier [Member] | ||
Net revenue | ||
Total revenues, net | 128,813,516 | |
Dandelion teas [Member] | ||
Cost of goods sold | ||
Total cost of goods sold | 2,456,221 | |
Water purifier [Member] | ||
Cost of goods sold | ||
Total cost of goods sold | 7,266,120 | |
Dandelion teas [Member] | ||
Gross profit | ||
Gross profit | 18,867,001 | |
Water purifier [Member] | ||
Gross profit | ||
Gross profit | 121,547,396 | |
Dandelion teas [Member] | ||
Operating expenses | ||
Total operating expenses | 17,660,889 | 576,417 |
Water purifier [Member] | ||
Operating expenses | ||
Total operating expenses | 106,689,372 | 75,052 |
Dandelion teas [Member] | ||
Income (loss) from operations | ||
Income (loss) from operations | 1,206,112 | (576,417) |
Water purifier [Member] | ||
Income (loss) from operations | ||
Income (loss) from operations | $ 14,858,024 | $ (75,052) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of segment assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Segment Assets [Abstract] | ||
Total segment assets | $ 58,629,500 | $ 13,776,205 |
Dandelion teas [Member] | ||
Schedule of Segment Assets [Abstract] | ||
Total segment assets | 8,326,875 | 12,817,675 |
Water purifier [Member] | ||
Schedule of Segment Assets [Abstract] | ||
Total segment assets | $ 50,302,625 | $ 958,530 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of inventories - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 266,725 | $ 300,918 |
Work in process | 203,257 | 300,711 |
Finished goods | 567,346 | 2,482,528 |
Inventories, gross | 1,037,328 | 3,084,157 |
Less: allowance for obsolete inventories | (36,299) | |
Inventories, net | $ 1,001,028 | $ 3,084,157 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant, and Equipment, net [Abstarct] | ||
Depreciation expense | $ 308,407 | $ 318,445 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net (Details) - Schedule of property, plant, and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,574,718 | $ 1,714,737 |
Less: Accumulated depreciation | (1,249,157) | (1,039,181) |
Property and equipment, net | 325,561 | 675,556 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,431 | 15,771 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 619,839 | 675,878 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 135,313 | 144,072 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 805,135 | $ 879,016 |
Prepaid Taxes (Details)
Prepaid Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Taxes [Abstract] | ||
Prepaid taxes | $ 0 | $ 688,272 |
Other Receivable (Details)
Other Receivable (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Other Receivable [Abstract] | |
Aggregate amount | $ 41,775,015 |
Other Receivable (Details) - Sc
Other Receivable (Details) - Schedule of other receivable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Receivable [Abstract] | ||
Loans to sales agents | $ 41,775,015 | |
Prepaid Expenses | 4,740 | 5,688 |
Security deposit | 5,600 | |
Other | 423 | |
Total | $ 41,785,778 | $ 5,688 |
Short-Term Loan (Details)
Short-Term Loan (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 17, 2020 USD ($) | Mar. 17, 2020 CNY (¥) | |
Short-Term Loan (Details) [Line Items] | ||||
Maturity date | Mar. 17, 2021 | |||
Loan balance bears interest rate percentage | 4.025% | |||
Interest expense | $ 0 | $ 5,002 | ||
China Construction Bank [Member] | Shandong Tengjunxiang [Member] | ||||
Short-Term Loan (Details) [Line Items] | ||||
Loan agreement | $ 459,770 | ¥ 3,000,000 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of accrued liabilities and other payables [Abstract] | ||
Accrued taxes | $ 22,796,102 | $ 59,719 |
Advance from employees | 36,139 | 45,787 |
Payable for construction and improvements | 150,102 | |
Payable for machinery and equipment | 58,327 | |
Accrued payroll | 15,213 | 10,220 |
Accrued professional fees | 274,779 | 42,000 |
Other | 140,689 | |
Total | $ 23,122,233 | $ 506,844 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |||
Jan. 01, 2008 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Income Tax (Details) [Line Items] | ||||
U.S. statutory tax rate | 21% | |||
Applicable tax rate | 16.50% | |||
Income tax rate | 25% | |||
Tax rate of enterprise income | 25% | |||
Valuation allowance tax assets | 100% | 100% | ||
Maximum [Member] | ||||
Income Tax (Details) [Line Items] | ||||
U.S. statutory tax rate | 35% | |||
Minimum [Member] | ||||
Income Tax (Details) [Line Items] | ||||
U.S. statutory tax rate | 21% | |||
PRC [Member] | ||||
Income Tax (Details) [Line Items] | ||||
Tax provisions (in Dollars) | $ 3,309,931 | $ 0 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of income from operations before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income from Operations Before Income Taxes [Abstract] | ||
Total | $ 15,281,605 | $ (747,525) |
United States [Member] | ||
Schedule of Income from Operations Before Income Taxes [Abstract] | ||
Total | (399,139) | (86,765) |
China [Member] | ||
Schedule of Income from Operations Before Income Taxes [Abstract] | ||
Total | $ 15,680,744 | $ (660,760) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of provision for income tax expense (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current Tax Expense | ||
USA | ||
China | 3,309,931 | |
Total current tax expense | 3,309,931 | |
Deferred tax expense (benefit) | ||
USA | ||
Foreign | ||
Total deferred tax expense (benefit) | ||
Income tax expense | $ 3,309,931 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of income tax expense for operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of Income Tax Expense for Operations [Abstract] | ||
Income tax expense at federal statutory rate | $ 3,209,137 | |
Increases/(decreases) due to: | ||
Foreign tax rate differential | 16,975 | |
Change in valuation allowance | 83,819 | |
Total income tax expense, net | $ 3,309,931 | |
Effective tax rate | 21.66% | 0% |
Risks and Contingencies (Detail
Risks and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Supplier A [Member] | |
Risks and Contingencies (Details) [Line Items] | |
Purchase rate | 45% |
Supplier B [Member] | |
Risks and Contingencies (Details) [Line Items] | |
Purchase rate | 40% |
Supplier C [Member] | |
Risks and Contingencies (Details) [Line Items] | |
Purchase rate | 15% |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - Schedule of related party with whom transaction | 12 Months Ended |
Dec. 31, 2022 | |
Xianchang Ma [Member] | |
Related Party Transaction [Line Items] | |
Relationship with 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 |
Pan Shi [Member] | |
Related Party Transaction [Line Items] | |
Relationship with the Company | 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 |
Qiuping Lu [Member] | |
Related Party Transaction [Line Items] | |
Relationship with the Company | Shareholder, former director and CEO |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of due from related party - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions and Balances (Details) - Schedule of due from related party [Line Items] | ||
Due from related party | $ 4,534,714 | |
Pan Shi [Member] | ||
Related Party Transactions and Balances (Details) - Schedule of due from related party [Line Items] | ||
Due from related party | 84,714 | |
Xianchang Ma [Member] | ||
Related Party Transactions and Balances (Details) - Schedule of due from related party [Line Items] | ||
Due from related party | $ 4,450,000 |
Related Party Transactions an_5
Related Party Transactions and Balances (Details) - Schedule of due to related parties - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | $ 14,992,896 | $ 15,531,258 |
Xianchang Ma [Member] | ||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 14,992,431 | 15,193,647 |
Qiuping Lu [Member] | ||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 96 | 328,869 |
Liuhong Liu [Member] | ||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 5,619 | |
Pan Shi [Member] | ||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 307 | 3,055 |
Jin Tian [Member] | ||
Related Party Transactions and Balances (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | $ 62 | $ 68 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2023 | Dec. 31, 2022 | Jan. 09, 2023 | Nov. 04, 2022 | Oct. 04, 2022 | Sep. 30, 2022 | Jul. 07, 2022 | Dec. 31, 2021 | Dec. 23, 2021 | |
Equity (Details) [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock issued | 0 | 0 | |||||||
Preferred stock outstanding | 0 | 0 | |||||||
Common stock, shares issued | 96,309,169 | 3,000,000 | 6,000,000 | 65,309,169 | 19,285,714 | ||||
Aggregate of shares | 25,000,000 | ||||||||
Common stock at a price (in Dollars per share) | $ 0.1 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 1 | $ 0.001 | ||||||
Shares of common stock | 4,000,000 | ||||||||
Received advance payments (in Dollars) | $ 300,000 | ||||||||
Common stock shares issued | 6,000,000 | ||||||||
Common stock shares outstanding | 6,000,000 | ||||||||
Total purchase price (in Dollars) | $ 96,309 | $ 3,000,000 | $ 65,309 | ||||||
Advance payment (in Dollars) | 2,751,828 | ||||||||
Subscribed stock (in Dollars) | $ 2,751,828 | ||||||||
Subsequent Event [Member] | |||||||||
Equity (Details) [Line Items] | |||||||||
Subscribed stock shares issued | 3,000,000 | ||||||||
Rest proceed received (in Dollars) | $ 248,172 | ||||||||
Reverse Merger [Member] | |||||||||
Equity (Details) [Line Items] | |||||||||
Common stock, shares issued | 6,000,000 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.05 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | ||
Nov. 04, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | |
Subsequent Events (Details) [Line Items] | |||
Common stock, issued (in Shares) | 3,000,000 | ||
Common stock per share (in Dollars per share) | $ 1 | ||
Purchase price | $ 3,000,000 | ||
Aggregate amount | $ 41,775,015 | ||
Loan amount | $ 39,178,129 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Loan amount | $ 41,775,015 |