Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jul. 13, 2017 | Sep. 30, 2016 | |
Document and Entity Information: | |||
Entity Registrant Name | WINHA INTERNATIONAL GROUP LTD | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Trading Symbol | winh | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,584,057 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 49,989,500 | ||
Entity Public Float | $ 57,601,591 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Incorporation, Date of Incorporation | Apr. 15, 2013 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 21,548,630 | |
Accounts receivable | 1,417,860 | |
Inventory | 1,523,959 | |
Advances to suppliers | 151,230 | |
Prepaid expenses | 174,010 | |
Deferred tax assets | 32,810 | |
Total Current Assets | 24,848,499 | |
Equity investment | $ 13,042,386 | |
Property, plant and equipment, net | 1,847,977 | |
Website - net | 45,676 | |
Deferred registration cost | 212,312 | |
Total Assets | 13,042,386 | 26,954,464 |
Current liabilities: | ||
Accounts payable | 57,045 | 208,866 |
Convertible debt | 5,435,466 | |
Advances from customers | 769,814 | |
Taxes payable | 1,683,909 | |
Accrued expenses | 30,000 | 246,387 |
Loan from stockholder | 118,680 | 477,199 |
Total current liabilities | 205,725 | 8,821,641 |
Commitments and contingent liabilities | ||
Stockholders' equity: | ||
Common stock, $0.001 par value per share, 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of March 31, 2017 and 2016 | 49,990 | 49,990 |
Additional paid-in capital | 16,021,164 | 21,626,775 |
Statutory reserve | 497,443 | |
Retained earnings (deficit) | (3,235,951) | (11,096,421) |
Other comprehensive income (loss) | 1,458 | (230,584) |
Noncontrolling interests | 7,285,620 | |
Total stockholders' equity | 12,836,661 | 18,132,823 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 13,042,386 | $ 26,954,464 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
CONSOLIDATED BALANCE SHEETS PARENTHETICAL | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 49,989,500 | 49,989,500 |
Common stock shares outstanding | 49,989,500 | 49,989,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||
Revenues | $ 45,470,149 | $ 42,442,485 |
Cost of goods sold | 24,529,336 | 19,992,753 |
Gross profit | 20,940,813 | 22,449,732 |
Operating expenses: | ||
Selling and marketing | 1,440,856 | 2,492,594 |
General and administrative | 2,117,895 | 23,605,484 |
Total operating expenses | 3,558,751 | 26,098,078 |
Income (loss) from operations | 17,382,062 | (3,648,346) |
Other income (expense): | ||
Other income | 5,212 | 25,256 |
Other (expenses) | (458,280) | (99,755) |
Deconsolidation (loss) | (4,431,367) | |
Investment (loss) | (103,635) | |
Total other (expense) | (4,988,070) | (74,499) |
Income (loss) before provision for income taxes | 12,393,992 | (3,722,845) |
Provision for income taxes | 4,477,314 | 4,542,327 |
Net income (loss) before noncontrolling interests | 7,916,678 | (8,265,172) |
Noncontrolling interests | 5,030,472 | 3,039,948 |
Net income (loss) attributable to common stockholders | $ 2,886,206 | $ (11,305,120) |
Net income (loss) per common share, basic and diluted | $ 0.06 | $ (0.23) |
Weighted average shares outstanding, basic and diluted | 49,989,500 | 49,989,500 |
Comprehensive income (loss): | ||
Net income (loss) | $ 7,916,678 | $ (8,265,172) |
Foreign currency translation adjustment | (1,497,395) | (414,183) |
Comprehensive income (loss) | 6,419,283 | (8,679,355) |
Comprehensive income attributable to noncontrolling interests | 4,429,826 | 2,873,992 |
Comprehensive income (loss) attributable to common stockholders | $ 1,989,457 | $ (11,553,347) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Other Comprehensive (loss) | Statutory Reserve Fund | Non-controlling Interest | Total |
Balance at Mar. 31, 2015 | $ 49,990 | $ 2,666,582 | $ 1,114,566 | $ 31,720 | $ 252,053 | $ 4,114,911 | |
Additional capital contribution from principal stockholder | 816,001 | 816,001 | |||||
Acquisition of VIE noncontrolling interest | (1,550) | (1,550) | |||||
Subsidiary stock issued for compensation | 21,882,816 | 21,882,816 | |||||
Reclassification for issuance of subsidiary stock for compensation | (3,737,074) | (559,656) | (14,077) | (100,821) | $ 4,411,628 | ||
Net income (loss) | (11,305,120) | 3,039,948 | (8,265,172) | ||||
Appropriation of statutory reserve | (346,211) | 346,211 | |||||
Other comprehensive (loss) | (248,227) | (165,956) | (414,183) | ||||
Balance at Mar. 31, 2016 | 49,990 | 21,626,775 | (11,096,421) | (230,584) | 497,443 | 7,285,620 | 18,132,823 |
Net income (loss) | 2,886,206 | 5,030,472 | 7,916,678 | ||||
Appropriation of statutory reserve | (329,937) | 329,937 | |||||
Elimination due to deconsolidation | (5,605,611) | 5,304,201 | 1,128,790 | $ (827,380) | (11,715,445) | (11,715,445) | |
Other comprehensive (loss) | (896,748) | $ (600,647) | (1,497,395) | ||||
Balance at Mar. 31, 2017 | $ 49,990 | $ 16,021,164 | $ (3,235,951) | $ 1,458 | $ 12,836,661 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 7,916,678 | $ (8,265,172) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Deconsolidation loss | 4,431,367 | |
Investment loss | 103,635 | |
Write off deferred registration costs | 153,844 | |
Write off website | 34,140 | |
Deferred taxes | 30,835 | (32,810) |
Depreciation and amortization | 304,324 | 203,564 |
Stock Compensation | 21,882,816 | |
Changes in operating assets and liabilities: | ||
(Increase) in accounts receivable | (6,958,589) | (171,660) |
Decrease in inventories | 872,509 | 1,097,696 |
Decrease in advances to suppliers | 55,523 | 72,799 |
(Increase) in prepaid expenses | (5,799,085) | (28,486) |
(Decrease) in accounts payable | (3,374) | (96,679) |
(Decrease) increase in advances from customers | (668,436) | 37,602 |
Increase in taxes payable | 502,960 | 1,203,370 |
Increase in accrued expenses | 88,226 | 180,360 |
Net cash provided by operating activities | 1,064,557 | 16,083,400 |
Cash flows from investing activities: | ||
Acquisition of subsidiary | (1,550) | |
Payments for website expansion | (10,234) | |
Purchase of investment | (720,800) | |
Purchase of fixed assets | (9,623,726) | (1,705,551) |
Deconsolidation of cash | (13,258,063) | |
Net cash (used in) investing activities | (23,602,589) | (1,717,335) |
Cash flows from financing activities: | ||
Proceeds from convertible debt | 5,537,359 | |
Repayment of redeemable convertible notes | (5,107,995) | |
Advance proceeds for sale of subsidiary's stock | 6,123,137 | |
Additional capital contribution | 816,001 | |
Proceeds from stockholder loan-net | 1,260,804 | 404,971 |
Deferred registration costs | (212,312) | |
Net cash provided by financing activities | 2,275,946 | 6,546,019 |
Effect of exchange rate changes on cash | (1,286,544) | (467,180) |
Net change in cash | (21,548,630) | 20,444,904 |
Cash, beginning of year | 21,548,630 | 1,103,726 |
Cash, end of year | 21,548,630 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 191,844 | |
Cash paid for income taxes | 3,911,672 | 3,568,799 |
Noncash financing activities: | ||
Payment of accrued expenses and other payables by shareholder in the form of a loan | 363,115 | $ 41,328 |
Property, equipment, construction in process transferred from prepayment | $ 1,051,888 |
Note 1. Organization
Note 1. Organization | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 1. Organization | 1. ORGANIZATION AND BUSINESS Winha International Group Limited (Winha International) was incorporated in Nevada on April 15, 2013. The subsidiaries of the Company and their principal activities are described as follows: Winha International and its subsidiaries are collectively referred to as the Company. The Company retails local specialty products, including locally-produced food, beverages, and arts and crafts, from different regions across China through its subsidiaries. The Company will provide customers with access to a variety of local products that can typically only be found in local stores or markets in specific regions of China. Initially, the Company operated its business through a variable interest entity, Zhongshan Winha Electronic Commerce Company Limited (Zhongshan Winha) which has two wholly owned limited liability subsidiaries, Zhongshan Supermarket Limited (Zhongshan Supermarket) and Zhongshan Winha Catering Management Co., Ltd. (Winha Catering), as well as three incorporated branches. The Company had the controlling interest in Zhongshan Winha via its wholly owned subsidiary Shenzhen Winha Information Technologies Company Ltd. (Shenzhen Winha) through a series of contractual arrangements. On November 27, 2015, the shareholders of Zhongshan Winha transferred their stock to Shenzhen Winha, upon the exercise of its option to purchase all of the registered equity. Zhongshan Winha is now a wholly owned subsidiary of Shenzhen Winha. The purchase price was $0.16. In May 2015, C&V International Company Limited, a wholly owned subsidiary of Winha International, set up a wholly owned subsidiary, Australia Winha Commerce and Trade Limited (Australian Winha), which has been inactive since inception. In March 2016, 29% of the outstanding shares of Australian Winha were transferred to the following individuals and entities, each of which has a direct or indirect relationship with the major shareholder and consultants of the Company. Percentage of Shares Zhuowei Zhong 7% Beijing Ruihua Future Investment Management Co. Ltd. 5% Donghe Group Limited 5% Xinxi Zhong. 5% Zhifei Huang 4% Chun Yan Winne Lam 3% Total 29% In addition, 11 individuals, who were suppliers to Zhongshan Winha, were each sold 1% of Australian Winha shares for $0.0001 per share. The effect of these transactions was to reduce the interest of the Company in its Australian subsidiary by 40%. The Company used the Australian Winha offering price for its initial public offering in Australia to approximate the fair value of the 40% stock issued. The Company recognized stock compensation of $21,882,816 during the year ended March 31, 2016 in general and administrative expenses. On January 4, 2017, the Companys 60% owned subsidiary, Australian Winha, was admitted to the ASX Limited Exchange in Australia and there were 24,271,191 ordinary shares issued at an issue price of AUD$0.35 per share to yield net proceeds of AUD$8,494,917 (approximately USD$6,123,000 6123137 |
Note 2. Summary of Significant
Note 2. Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Presentation The accompanying consolidated financial statements of the Company have been prepared on the accrual basis. Until November 27, 2015, the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its VIE for which it was deemed the primary beneficiary. On November 27, 2015, the VIE structure was terminated upon Shenzhen Winha exercising its option to purchase all of the registered equity of Zhongshan Winha. Shenzhen Winha became the sole owner of Zhongshan Winha. All significant inter-company accounts and transactions have been eliminated in consolidation. All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (US Dollar or US$ or $). Most of the accompanying notes to these financial statements relate to the operations of Australia Winha and subsidiaries for the period through January 3, 2017, when the reduction of the Company's interest in Australian Winha below 50% required the deconsolidation of Australian Winha from the Company's financial statements. Deconsolidation of Australian Winha and Equity Method on Investment On January 4, 2017, the Companys 60% owned subsidiary, Australian Winha issued 24,271,191 ordinary shares in connection with its public offering in Australia. After the offering, the Companys 60% ownership of Australian Winha was diluted to 44.87%. In our financial statements, we consolidated Australian Winha until January 3, 2017. Since January 4, 2017, Winha International accounts for its investment in Australian Winha as an equity method investment. Winha International recognized a $4,431,367 loss associated with the deconsolidation. As of January 3, 2017, Australian Winha represented total assets of $39,611,043 and total liabilities of $10,322,431. For the 2017 period prior to the deconsolidation, Australian Winha earned revenues $45,470,149, net income attributable to Winha International totaled $7,215,770, cash inflow from operating activities totaled $1,208,793, cash outflow from investing activities totaled $10,344,526, and cash inflow from financing activities totaled $2,275,946. Foreign Currency Translation Almost all Company assets and operations are located in the PRC. The functional currency for the majority of the Companys operations is the Renminbi (RMB). For Winha International Investment Holdings Company, the functional currency for the majority of its operations is the Hong Kong Dollar (HKD). For Australian Winha, the functional currency is the Australian Dollar (AUD). The Company uses the United States Dollar (US Dollar or US$ or $) for financial reporting purposes. The financial statements of the Company have been translated into US dollars in accordance with FASB ASC 830, Foreign Currency Matters. All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of operations, changes in stockholders equity and cash flow amounts have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Companys financial statements are recorded as other comprehensive income (loss). The exchange rates used to translate amounts in RMB into US dollars for the purposes of preparing the financial statements are as follows: March 31, 2017 March 31, 2016 Balance sheet items, except for stockholders equity, as of period end N/A $ 0.1550 Year Ended March 31, 2017 Year Ended March 31, 2016 Amounts included in the statements of operations, statements of changes in stockholders equity and statements of cash flows $ 0.1486 $ 0.1579 The exchange rates used to translate amounts in AUD into US dollars for the purposes of preparing the consolidated financial statements are as follows: March 31, 2017 March 31, 2016 Balance sheet items, except for stockholders equity, as of period end $ 0.7644 $ 0.7668 Year Ended March 31, 2017 Year Ended March 31, 2016 Amounts included in the statements of operations, statements of changes in stockholders equity and statements of cash flows $ 0.7532 $ 0.7361 For the years ended March 31, 2017 and 2016, foreign currency translation adjustments of $(1,497,395) and $(414,183), respectively, have been reported as other comprehensive (loss). Pursuant to ASC 740-30-25-17, Exceptions to Comprehensive Recognition of Deferred Income Taxes, Although government regulations in China now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate. The value of the RMB against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRCs political and economic conditions. Any significant revaluation of the RMB may materially affect the Companys financial condition in terms of US dollar reporting. The PRC has devalued the RMB by approximately 1% subsequent to March 31, 2017. Further devaluations could occur in the future. Vulnerability Due to Operations in PRC The Companys operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRCs political, economic and social conditions. There is also no guarantee that the PRC governments pursuit of economic reforms will be consistent, effective or continue. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Prepaid Expenses Prepaid expenses as of March 31, 2016 mainly represent the prepayments of approximately $174,000174,010 for prepaid decoration expenses of the Company's new stores. Advances from Customers Advances from customers represents prepaid cards purchased by customers at our retail locations. Advances from customers was $769,814 as of March 31, 2016. These cards are no longer being issued. Write Off Deferred Registration Costs The deferred registration costs are related to Australian Winhas first IPO attempt. As the first attempt was denied by the ASX, all costs of $153,844 had been write off as of March 31, 2017 and included in other expenses. Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50, "Accounting for Website Development Costs", wherein website development costs are segregated into three activities: 1. Initial stage (planning), whereby the related costs are expensed. 2. Development stage (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. 3. Operating stage, whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. The Company had a website and ongoing website development costs of $45,676 as of March 31, 2016. The Company wrote off the net book value of website and development costs of $34,140 due to the discontinuance of the website during the year ended March 31, 2017. Amortization expense was $2,360 and $790 for the years ended March 31, 2017 and 2016, respectively. Revenue Recognition The Companys revenue recognition policies comply with FASB ASC 605 Revenue Recognition. The Company recognizes product revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price paid by the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. The Company recognizes revenue from the following channels: a) Retail stores - The Company recognizes sales revenue from its retail stores, net of sales taxes and estimated sales returns at the time it sells merchandise to the customer. Customer purchases of shopping cards are not recognized as revenue until the card is redeemed when the customer purchases merchandise by using the shopping card. When the current fiscal year began, the Company had operated seven retail stores. During the three months ended September 30, 2016, the Company assigned the operation of six of its retail stores in Sanshui, Shunde, Chancheng, Xiaolan, Dongguan and Guangzhou to six independent individuals. Revenues are derived from the sale of food products to these six stores and one store that the Company operates. The Company recognizes revenue for product sales upon transfer of title to the six stores. Purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents and the completion of any store acceptance requirements, when applicable, are used to verify product delivery. The Company assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment During the year ended March 31, 2017, wholesale revenue of $4,965,320 was generated from these six stores. b) Custom-made sales - The target customers are commercial customers who can order online or in the Companys local stores and make full payment on site. All orders are forwarded to Zhongshan Winha immediately, which arranges the delivery. Revenue from the sale of products is recognized upon delivery to customers provided that there are no uncertainties regarding customer acceptance, there is persuasive evidence of an arrangement, and the sales price is fixed and determinable. Revenue generated from custom-made sales was $29,713,348 and $29,943,950, respectively, for years ended March 31, 2017 and 2016, respectively. c) Franchise and management fees During the three months ended September 30, 2015, the Company commenced franchising the use of the Company's trademark, name identification and other business resources. The franchisee is required to pay franchise fees and management fees to Zhongshan Winha. Franchise fee revenue from franchise sales is recognized only when all material services or conditions relating to the sale have been substantially performed or satisfied by the Company. The franchise and management fees recognized by the Company were $4,322,366 and $3,055,692 for the years ended March 31, 2017 and 2016, respectively, and are included in revenue. Zhongshan Winha grants certain commercial customers limited rights to return products and provides price protection for inventories held by resellers at the time of published price reductions. Zhongshan Winha establishes an estimated allowance for future product returns based upon historical return experience when the related revenue is recorded and provides for appropriate price protection reserves when pricing adjustments are approved. Zhongshan Winhas return policy allows customers to return their merchandise in the original box and/or packaging within 7 days of purchase. The Company has not experienced material returns or price adjustments Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement, Level 1 Inputs Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of March 31, 2017 and 2016, none of the Companys assets and liabilities were required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including accounts payable, accrued expenses and loan from stockholder approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented. Cash and Cash Equivalents The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable is stated at cost, net of an allowance for doubtful accounts, if required. Receivables outstanding longer than the payment terms are considered past due. The Company maintains an allowance for doubtful accounts for estimated losses when necessary resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customers payment history, its current credit-worthiness and current economic trends. The Company considers all accounts receivable at March 31, 2016 to be fully collectible and, therefore, did not provide an allowance for doubtful accounts. For the periods presented, the Company did not write off any accounts receivable as bad debts. Inventories Inventories, comprised of merchandise and food products, are stated at the lower of cost or market. The value of inventory is determined using the weighted average cost method. The Company estimates an inventory allowance for excess or unusable inventories. Inventory is reported net of such allowances, if any. There was no allowance for excess or unusable inventories as of March 31, 2016. Property, Plant and Equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset, and any expenditure that substantially increases the assets value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. During the three months ended September 30, 2016, the Company acquired various fruit orchards for $9,425,559. The fruit orchards grow 41 different kinds of fruits in various areas in China. The book value of the orchards includes costs related to saplings, fertilizer, pesticide, water, electricity, labor and land leasing. The planting costs are capitalized. In addition, the Company also capitalized $453,134 for ten greenhouses utilized in the process of growing vegetables. The estimated useful lives for property, plant and equipment categories are as follows: Furniture, fixtures and equipment 3 to 5 years Leasehold improvements Over the shorter of the remaining lease term or estimated useful life of the improvements. Motor vehicles 5 years Greenhouses 3 years Fruit orchards Not yet producing Impairment of Long-Lived Assets The Company follows FASB ASC 360, Accounting for the Impairment and Disposal of Long-Lived Assets, Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with these tax positions. As of March 31, 2017 and 2016, the Company did not record any liabilities for unrecognized income tax benefits. The earnings of equity investment will be indefinitely reinvested and, accordingly, no deferred taxes will be calculated. The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: United States The Company is subject to United States tax at graduated rates from 15% to 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the years ended March 31, 2017 and 2016. Anguilla Sanmei International Investment Co, Ltd is incorporated in Anguilla and is governed by the income tax laws of Anguilla. According to current Anguilla income tax law, the applicable income tax rate for the Company is 0%. Australia Winha Commerce and Trade Limited is incorporated in Australia. Pursuant to the income tax laws of Australia, the Company is not subject to tax on non-Australian source income. Cayman Islands C&V International Holdings Company Limited is incorporated in Cayman Islands and is governed by the income tax laws of the Cayman Islands. According to current Cayman Islands income tax law, the applicable income tax rate for the Company is 0%. Hong Kong Winha International Investment Holdings Company Limited is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income. PRC Shenzhen Winha, Zhongshan Winha Electronic Commerce Company Limited together with Zhongshan Winha Catering Management Company Limited and Zhongshan Supermarket Limited are subject to an Enterprise Income Tax at 25% and each files its own tax return. Net Income (Loss) Per Common Share The Company computes net income (loss) per common share in accordance with FASB ASC 260, Earnings Per Share (ASC 260). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed by dividing the net income by the weighted average number of shares of common stock outstanding plus the effect of any potential dilutive shares outstanding during the period. There were no dilutive shares outstanding during the years ended March 31, 2017 and 2016. Accordingly, the number of weighted average shares outstanding as well as the amount of net income per share are the same for basic and diluted per share calculations for the period reflected in the accompanying consolidated statement of income and other comprehensive income. Statutory Reserve The Companys China-based subsidiaries and related entities are required to make appropriations of retained earnings for certain non-distributable reserve funds. Pursuant to the China Foreign Investment Enterprises laws, the Companys China-based subsidiaries, are required to make appropriations from their after-tax profit as determined under generally accepted accounting principles in the PRC (the after-tax-profit under PRC GAAP) to a general non-distributable reserve fund. Each year, at least 10% of each entities after-tax-profit under PRC GAAP is required to be set aside as a general reserve fund until the fund equals 50% of the registered capital of the applicable entity. The statutory reserve fund is restricted as to use and can only be used to offset against losses, expansion of production and operations and increasing registered capital of the respective company. The fund is not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor is it allowed for distribution except under liquidation. The required transfer to the statutory reserve fund was $329,937 and $245,390, respectively, for the years ended March 31, 2017 and 2016. |
Note 3. Recently Issued Account
Note 3. Recently Issued Accounting Standards | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 3. Recently Issued Accounting Standards | 3. RECENTLY ISSUED ACCOUNTING STANDARDS In February 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This ASU requires all entities to derecognize a business or nonprofit activity in accordance with Topic 810, and also requires all entities derecognize an equity method investment in accordance with Topic 860. The amendments in this ASU eliminate the scope exceptions, and simplifies GAAP. This ASU is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Public entities may apply the guidance earlier but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements. In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the effect this ASU will have on its consolidated statement of cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements. In May, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Narrow-scope Improvements and Practical Expedients, which is an amendment to ASU No. 2014-09 that clarifies the objective of the collectability criterion, to allow entities to exclude amounts collected from customers from all sales taxes from the transaction price, to specify the measurement date for noncash consideration is contract inception. Variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, and clarification on contract modifications at transition. The implementation guidelines follow ASU No. 2014-09. In April 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance supersedes current guidance on revenue recognition in Topic 605, Revenue Recognition. In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. In August 2015, the FASB issued ASU No.2015-14 to defer the effective date of ASU No. 2014-09 for all entities by one year. For public business entities that follow U.S. GAAP, the deferral results in the new revenue standard being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for the Company beginning April 1, 2020 and interim periods within that fiscal year. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently assessing the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Note 4. Property, Plant and Equ
Note 4. Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 4. Property, Plant and Equipment | 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized as follows: March 31, 2017 March 31, 2016 Furniture, fixtures and equipment $ - $ 1,131,124 Leasehold improvements - 629,536 Motor vehicles - 361,967 - 2,122,627 Less: accumulated depreciation - (274,650) $ - $ 1,847,977 For the years ended March 31, 2017 and 2016, depreciation and amortization expense was $301,964 and $202,604, respectively. |
Note 5. Equity Investment
Note 5. Equity Investment | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 5. Equity Investment | 5. EQUITY INVESTMENT On January 4, 2017, the Companys 60% owned subsidiary, Australian Winha issued 24,271,191 ordinary shares. After the offering, the Companys 60% ownership of Australian Winha was reduced to 44.87%. Under the equity method, the investment in Australian Winha was initially recognized at fair value of $13,141,799 and adjusted thereafter to recognize the Companys share of the profit or loss and other comprehensive income (loss) of Australian Winha. For three months ended March 31, 2017, Australian Winha had revenues of $22,107,355, gross profit of $8,825,839, and a net loss of $230,969. The Company recognized investment loss of $103,635, and other comprehensive gain of $4,222. As of March 31, 2017, the long-term investment is $13,042,386. On November 7, 2016, Australian Winha, entered into a series of contractual agreements (the "Acquisition Agreements") with Flavours Fruit & Veg Pty Ltd ("Flavours"), an Australia company, World of Flavours Pty Ltd ("World") and Select Providor Pty Ltd ("Select") (collectively "Flavours Shareholders"), to acquire 49% shares of Flavours. |
Note 6. Convertible Notes
Note 6. Convertible Notes | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 6. Convertible Notes | 6. CONVERTIBLE NOTES On September 1, 2015, Australia Winha borrowed $542,570 (AUD$750,000) in the form of a twelve month convertible promissory note with interest at 6% per annum. The note was convertible into 750,000 shares of Australia Winha at $0.70401 per share (AUD$1.00) and was convertible at the option of the Company. On December 17, 2015, Australia Winha borrowed another $4,892,896 (AUD$6,750,000) in the form of a twelve month convertible promissory note with interest at 6% per annum. The note was convertible into 6,750,000 shares of Australia Winha at $0.71012 per share (AUD$1.00) and was convertible at the option of the Company. Australia Winha repaid the above notes on July 13, 2016. Interest expense was $117,011 and $92,383 for the years ended March 31, 2017 and 2016, respectively, and included in other expenses. |
Note 7. Related Party Transacti
Note 7. Related Party Transactions | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 7. Related Party Transactions | 7. RELATED PARTY TRANSACTIONS The Company obtained demand loans from the chairman of the board, which are non-interest bearing. The loans of $118,680 and $477,199 as of March 31, 2017 and 2016, respectively, are reflected as loan from stockholder in the consolidated balance sheets. |
Note 8. Income Taxes
Note 8. Income Taxes | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 8. Income Taxes | 8. INCOME TAXES The Company is required to file income tax returns in both the United States and the PRC. Its operations in the United States have been insignificant and income taxes have not been accrued. The provision for income taxes consisted of the following for the years ended March 31: 2017 2016 Current $ 4,444,504 $ 4,575,137 Deferred 32,810 (32,810) $ 4,477,314 $ 4,542,327 The following table reconciles the effective income tax rates with the statutory rates for the years ended March 31, respectively: 2017 2016 Statutory rate - PRC 25.0% (25.0)% Non-deductible deconsolidation loss 8.9% - Non-deductible equity investment loss 0.2% - Non-deductible stock compensation - 146.9% Benefit of carryforward losses 0.3% (0.9)% Other 1.9% 1.0% Effective income tax rate 36.1% 122.0% The Company did not recognize any tax benefit related to Parents loss of approximately $(15,865,000) since it has no income. The stock compensation of approximately $15,865,000 would be deductible only to the U.S. Parent Company and accordingly there is no deferred tax benefit to be recognized. The stock compensation of approximately $6,017,000 cant be deducted by the Operating Company under PRC tax laws. Deferred tax assets and liabilities are recognized for expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The laws of China permit the carry-forward of net operating losses for a period of five years. U.S. federal net operating losses can generally be carried forward twenty years. Deferred tax assets are comprised of the following: March 31, 2017 March 31, 2016 Net operating loss carryforwards $ 7,203,344 $ 6,333,864 Inventory intercompany profit - 2,596 Less: valuation allowance (7,203,344) (6,303,650) Net deferred tax asset $ - $ 32,810 At March 31, 2017 and 2016, the Company had unused operating loss carry-forwards of approximately $20,685,000 and $16,215,000 respectively, expiring in various years through 2037. As it is more likely than not that the benefit from the NOL carryforwards will not be realized, $7,239,616 and $6,303,650 valuation allowances have been recognized as of March 31, 2017 and 2016, respectively. The valuation allowance increased by approximately $900,000 and $6,243,000 for the years ended March 31, 2017 and 2016, respectively. The carryforwards are principally in the United States. The Companys tax filings are subject to examination by the tax authorities. The tax years March 31, 2016, 2015 and 2014 remain open to examination by the tax authorities in the PRC. The Companys U.S. tax returns for the years ended March 31, 2016, 2015, and 2014 are subject to examination by the tax authorities. |
Note 9. Concentration of Credit
Note 9. Concentration of Credit Risk | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 9. Concentration of Credit Risk | 9. CONCENTRATION OF CREDIT RISK Substantially all of the Companys bank accounts are located in The Peoples Republic of China and Australia, which are not covered by protection similar to that provided by the FDIC on funds held in United States banks. |
Note 10. Condensed Financial In
Note 10. Condensed Financial Information of Parent Company Only Disclosure | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 10. Condensed Financial Information of Parent Company Only Disclosure | 10. Parent company only condensed financial information The following is the condensed financial information of Winha International Group Limited only, the US parent, balance sheet as of March 31, 2016 and the related statements of income and cash flows for the twelve months ended March 31, 2016: Condensed Balance Sheet ASSETS March 31, 2016 Investment in subsidiaries $ 11,050,554 TOTAL ASSETS $ 11,050,554 LIABILITIES AND stockholders EQUITY March 31, 2016 Accrued Expenses 45,000 Stockholder loans $ 158,351 Stockholders equity Common stock, $0.0001 par value; 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of March 31, 2016 49,990 Additional paid-in capital 21,626,775 Statutory reserve 497,443 Retained earnings (deficit) (11,096,421) Other comprehensive income (loss) (230,584) Total stockholders equity 10,847,203 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 11,050,554 Condensed Statement of Income Year Ended March 31, 2016 Revenues Share of earnings from investment in subsidiaries $ 7,761,602 Operating expenses Stock compensation (15,865,042) General and administrative (161,732) Net (loss) $ (8,265,172) Condensed Statement of Cash Flows Year Ended March 31, 2016 Cash flows from operating activities Net income $ (8,265,172) Adjustments to reconcile net income to net cash provided by (used in) operating activities Share of earnings from investment in subsidiaries (7,761,602) Stock compensation 15,865,042 Increase in accrued expenses and other payables 161,732 Net cash provided by (used in) operating activities - Net change in cash - Cash, beginning of period - Cash, end of period $ - Noncash financing activities: Payment of accrued expenses and other payables by shareholder $ 116,732 Basis of Presentation The Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented as Investment in subsidiaries on the condensed balance sheet and the subsidiaries profits are presented as Share of earnings from investment in subsidiaries in the condensed statement of income. Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. The parent only financial information has been derived from the Companys consolidated financial statements and should be read in conjunction with the Companys consolidated financial statements. There were no cash transactions in the US parent company during the twelve months ended March 31, 2016. Restricted Net Assets Under PRC laws and regulations, the Companys PRC subsidiaries are restricted in their ability to transfer certain of their net assets to the Company in the form of dividend payments, loans or advances. The restricted net assets of the Companys PRC subsidiaries amounted to approximately $11,050,554 as of March 31, 2016. The Companys operations and revenues are conducted and generated in the PRC, and all of the Companys revenues being earned and currency received are denominated in RMB. RMB is subject to the foreign exchange control regulations in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC foreign exchange control regulations that restrict the Companys ability to convert RMB into US Dollars. |
Note 11. Subsequent Event
Note 11. Subsequent Event | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
Note 11. Subsequent Event | 11. SUBSEQUENT On June 1, 2017, the Board of Australian Winha announced that Australian Winha will pay an unfranked final dividend of AUD $0.035179 (approximately USD $0.026) per share. |
Note 2. Summary of Significan18
Note 2. Summary of Significant Accounting Policies: Basis of Accounting and Presentation (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Basis of Accounting and Presentation | Basis of Accounting and Presentation The accompanying consolidated financial statements of the Company have been prepared on the accrual basis. Until November 27, 2015, the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its VIE for which it was deemed the primary beneficiary. On November 27, 2015, the VIE structure was terminated upon Shenzhen Winha exercising its option to purchase all of the registered equity of Zhongshan Winha. Shenzhen Winha became the sole owner of Zhongshan Winha. All significant inter-company accounts and transactions have been eliminated in consolidation. All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (US Dollar or US$ or $). Most of the accompanying notes to these financial statements relate to the operations of Australia Winha and subsidiaries for the period through January 3, 2017, when the reduction of the Company's interest in Australian Winha below 50% required the deconsolidation of Australian Winha from the Company's financial statements. |
Note 2. Summary of Significan19
Note 2. Summary of Significant Accounting Policies: Deconsolidation of Australian Winha and Equity Method On Investment (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Deconsolidation of Australian Winha and Equity Method On Investment | Deconsolidation of Australian Winha and Equity Method on Investment On January 4, 2017, the Companys 60% owned subsidiary, Australian Winha issued 24,271,191 ordinary shares in connection with its public offering in Australia. After the offering, the Companys 60% ownership of Australian Winha was diluted to 44.87%. In our financial statements, we consolidated Australian Winha until January 3, 2017. Since January 4, 2017, Winha International accounts for its investment in Australian Winha as an equity method investment. Winha International recognized a $4,431,367 loss associated with the deconsolidation. As of January 3, 2017, Australian Winha represented total assets of $39,611,043 and total liabilities of $10,322,431. For the 2017 period prior to the deconsolidation, Australian Winha earned revenues $45,470,149, net income attributable to Winha International totaled $7,215,770, cash inflow from operating activities totaled $1,208,793, cash outflow from investing activities totaled $10,344,526, and cash inflow from financing activities totaled $2,275,946. |
Note 2. Summary of Significan20
Note 2. Summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation Almost all Company assets and operations are located in the PRC. The functional currency for the majority of the Companys operations is the Renminbi (RMB). For Winha International Investment Holdings Company, the functional currency for the majority of its operations is the Hong Kong Dollar (HKD). For Australian Winha, the functional currency is the Australian Dollar (AUD). The Company uses the United States Dollar (US Dollar or US$ or $) for financial reporting purposes. The financial statements of the Company have been translated into US dollars in accordance with FASB ASC 830, Foreign Currency Matters. All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of operations, changes in stockholders equity and cash flow amounts have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Companys financial statements are recorded as other comprehensive income (loss). The exchange rates used to translate amounts in RMB into US dollars for the purposes of preparing the financial statements are as follows: March 31, 2017 March 31, 2016 Balance sheet items, except for stockholders equity, as of period end N/A $ 0.1550 Year Ended March 31, 2017 Year Ended March 31, 2016 Amounts included in the statements of operations, statements of changes in stockholders equity and statements of cash flows $ 0.1486 $ 0.1579 The exchange rates used to translate amounts in AUD into US dollars for the purposes of preparing the consolidated financial statements are as follows: March 31, 2017 March 31, 2016 Balance sheet items, except for stockholders equity, as of period end $ 0.7644 $ 0.7668 Year Ended March 31, 2017 Year Ended March 31, 2016 Amounts included in the statements of operations, statements of changes in stockholders equity and statements of cash flows $ 0.7532 $ 0.7361 For the years ended March 31, 2017 and 2016, foreign currency translation adjustments of $(1,497,395) and $(414,183), respectively, have been reported as other comprehensive (loss). Pursuant to ASC 740-30-25-17, Exceptions to Comprehensive Recognition of Deferred Income Taxes, Although government regulations in China now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate. The value of the RMB against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRCs political and economic conditions. Any significant revaluation of the RMB may materially affect the Companys financial condition in terms of US dollar reporting. The PRC has devalued the RMB by approximately 1% subsequent to March 31, 2017. Further devaluations could occur in the future. |
Note 2. Summary of Significan21
Note 2. Summary of Significant Accounting Policies: Vulnerability Due To Operations in PRC (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Vulnerability Due To Operations in PRC | Vulnerability Due to Operations in PRC The Companys operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRCs political, economic and social conditions. There is also no guarantee that the PRC governments pursuit of economic reforms will be consistent, effective or continue. |
Note 2. Summary of Significan22
Note 2. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Note 2. Summary of Significan23
Note 2. Summary of Significant Accounting Policies: Prepaid Expenses (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Prepaid Expenses | Prepaid Expenses Prepaid expenses as of March 31, 2016 mainly represent the prepayments of approximately $174,000174,010 for prepaid decoration expenses of the Company's new stores. |
Note 2. Summary of Significan24
Note 2. Summary of Significant Accounting Policies: Advances From Customers (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Advances From Customers | Advances from Customers Advances from customers represents prepaid cards purchased by customers at our retail locations. Advances from customers was $769,814 as of March 31, 2016. These cards are no longer being issued. |
Note 2. Summary of Significan25
Note 2. Summary of Significant Accounting Policies: Website Development Costs (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50, "Accounting for Website Development Costs", wherein website development costs are segregated into three activities: 1. Initial stage (planning), whereby the related costs are expensed. 2. Development stage (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. 3. Operating stage, whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. The Company had a website and ongoing website development costs of $45,676 as of March 31, 2016. The Company wrote off the net book value of website and development costs of $34,140 due to the discontinuance of the website during the year ended March 31, 2017. Amortization expense was $2,360 and $790 for the years ended March 31, 2017 and 2016, respectively. |
Note 2. Summary of Significan26
Note 2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Revenue Recognition | Revenue Recognition The Companys revenue recognition policies comply with FASB ASC 605 Revenue Recognition. The Company recognizes product revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price paid by the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. The Company recognizes revenue from the following channels: a) Retail stores - The Company recognizes sales revenue from its retail stores, net of sales taxes and estimated sales returns at the time it sells merchandise to the customer. Customer purchases of shopping cards are not recognized as revenue until the card is redeemed when the customer purchases merchandise by using the shopping card. When the current fiscal year began, the Company had operated seven retail stores. During the three months ended September 30, 2016, the Company assigned the operation of six of its retail stores in Sanshui, Shunde, Chancheng, Xiaolan, Dongguan and Guangzhou to six independent individuals. Revenues are derived from the sale of food products to these six stores and one store that the Company operates. The Company recognizes revenue for product sales upon transfer of title to the six stores. Purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents and the completion of any store acceptance requirements, when applicable, are used to verify product delivery. The Company assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment During the year ended March 31, 2017, wholesale revenue of $4,965,320 was generated from these six stores. b) Custom-made sales - The target customers are commercial customers who can order online or in the Companys local stores and make full payment on site. All orders are forwarded to Zhongshan Winha immediately, which arranges the delivery. Revenue from the sale of products is recognized upon delivery to customers provided that there are no uncertainties regarding customer acceptance, there is persuasive evidence of an arrangement, and the sales price is fixed and determinable. Revenue generated from custom-made sales was $29,713,348 and $29,943,950, respectively, for years ended March 31, 2017 and 2016, respectively. c) Franchise and management fees During the three months ended September 30, 2015, the Company commenced franchising the use of the Company's trademark, name identification and other business resources. The franchisee is required to pay franchise fees and management fees to Zhongshan Winha. Franchise fee revenue from franchise sales is recognized only when all material services or conditions relating to the sale have been substantially performed or satisfied by the Company. The franchise and management fees recognized by the Company were $4,322,366 and $3,055,692 for the years ended March 31, 2017 and 2016, respectively, and are included in revenue. Zhongshan Winha grants certain commercial customers limited rights to return products and provides price protection for inventories held by resellers at the time of published price reductions. Zhongshan Winha establishes an estimated allowance for future product returns based upon historical return experience when the related revenue is recorded and provides for appropriate price protection reserves when pricing adjustments are approved. Zhongshan Winhas return policy allows customers to return their merchandise in the original box and/or packaging within 7 days of purchase. The Company has not experienced material returns or price adjustments |
Note 2. Summary of Significan27
Note 2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement, Level 1 Inputs Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of March 31, 2017 and 2016, none of the Companys assets and liabilities were required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including accounts payable, accrued expenses and loan from stockholder approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented. |
Note 2. Summary of Significan28
Note 2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Note 2. Summary of Significan29
Note 2. Summary of Significant Accounting Policies: Accounts Receivable (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Accounts Receivable | Accounts Receivable Accounts receivable is stated at cost, net of an allowance for doubtful accounts, if required. Receivables outstanding longer than the payment terms are considered past due. The Company maintains an allowance for doubtful accounts for estimated losses when necessary resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customers payment history, its current credit-worthiness and current economic trends. The Company considers all accounts receivable at March 31, 2016 to be fully collectible and, therefore, did not provide an allowance for doubtful accounts. For the periods presented, the Company did not write off any accounts receivable as bad debts. |
Note 2. Summary of Significan30
Note 2. Summary of Significant Accounting Policies: Inventories (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Inventories | Inventories Inventories, comprised of merchandise and food products, are stated at the lower of cost or market. The value of inventory is determined using the weighted average cost method. The Company estimates an inventory allowance for excess or unusable inventories. Inventory is reported net of such allowances, if any. There was no allowance for excess or unusable inventories as of March 31, 2016. |
Note 2. Summary of Significan31
Note 2. Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Property and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset, and any expenditure that substantially increases the assets value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. During the three months ended September 30, 2016, the Company acquired various fruit orchards for $9,425,559. The fruit orchards grow 41 different kinds of fruits in various areas in China. The book value of the orchards includes costs related to saplings, fertilizer, pesticide, water, electricity, labor and land leasing. The planting costs are capitalized. In addition, the Company also capitalized $453,134 for ten greenhouses utilized in the process of growing vegetables. The estimated useful lives for property, plant and equipment categories are as follows: Furniture, fixtures and equipment 3 to 5 years Leasehold improvements Over the shorter of the remaining lease term or estimated useful life of the improvements. Motor vehicles 5 years Greenhouses 3 years Fruit orchards Not yet producing |
Note 2. Summary of Significan32
Note 2. Summary of Significant Accounting Policies: Impairment of Long Lived Assets (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Impairment of Long Lived Assets | Impairment of Long-Lived Assets The Company follows FASB ASC 360, Accounting for the Impairment and Disposal of Long-Lived Assets, |
Note 2. Summary of Significan33
Note 2. Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with these tax positions. As of March 31, 2017 and 2016, the Company did not record any liabilities for unrecognized income tax benefits. The earnings of equity investment will be indefinitely reinvested and, accordingly, no deferred taxes will be calculated. The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: United States The Company is subject to United States tax at graduated rates from 15% to 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the years ended March 31, 2017 and 2016. Anguilla Sanmei International Investment Co, Ltd is incorporated in Anguilla and is governed by the income tax laws of Anguilla. According to current Anguilla income tax law, the applicable income tax rate for the Company is 0%. Australia Winha Commerce and Trade Limited is incorporated in Australia. Pursuant to the income tax laws of Australia, the Company is not subject to tax on non-Australian source income. Cayman Islands C&V International Holdings Company Limited is incorporated in Cayman Islands and is governed by the income tax laws of the Cayman Islands. According to current Cayman Islands income tax law, the applicable income tax rate for the Company is 0%. Hong Kong Winha International Investment Holdings Company Limited is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income. PRC Shenzhen Winha, Zhongshan Winha Electronic Commerce Company Limited together with Zhongshan Winha Catering Management Company Limited and Zhongshan Supermarket Limited are subject to an Enterprise Income Tax at 25% and each files its own tax return. |
Note 2. Summary of Significan34
Note 2. Summary of Significant Accounting Policies: Net Income (loss) Per Common Share (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Net Income (loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes net income (loss) per common share in accordance with FASB ASC 260, Earnings Per Share (ASC 260). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed by dividing the net income by the weighted average number of shares of common stock outstanding plus the effect of any potential dilutive shares outstanding during the period. There were no dilutive shares outstanding during the years ended March 31, 2017 and 2016. Accordingly, the number of weighted average shares outstanding as well as the amount of net income per share are the same for basic and diluted per share calculations for the period reflected in the accompanying consolidated statement of income and other comprehensive income. |
Note 2. Summary of Significan35
Note 2. Summary of Significant Accounting Policies: Statutory Reserve (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Statutory Reserve | Statutory Reserve The Companys China-based subsidiaries and related entities are required to make appropriations of retained earnings for certain non-distributable reserve funds. Pursuant to the China Foreign Investment Enterprises laws, the Companys China-based subsidiaries, are required to make appropriations from their after-tax profit as determined under generally accepted accounting principles in the PRC (the after-tax-profit under PRC GAAP) to a general non-distributable reserve fund. Each year, at least 10% of each entities after-tax-profit under PRC GAAP is required to be set aside as a general reserve fund until the fund equals 50% of the registered capital of the applicable entity. The statutory reserve fund is restricted as to use and can only be used to offset against losses, expansion of production and operations and increasing registered capital of the respective company. The fund is not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor is it allowed for distribution except under liquidation. The required transfer to the statutory reserve fund was $329,937 and $245,390, respectively, for the years ended March 31, 2017 and 2016. |
Note 2. Summary of Significan36
Note 2. Summary of Significant Accounting Policies: Foreign Currency Translation: Schedule of Intercompany Foreign Currency Balances (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Intercompany Foreign Currency Balances | The exchange rates used to translate amounts in RMB into US dollars for the purposes of preparing the financial statements are as follows: March 31, 2017 March 31, 2016 Balance sheet items, except for stockholders equity, as of period end N/A $ 0.1550 Year Ended March 31, 2017 Year Ended March 31, 2016 Amounts included in the statements of operations, statements of changes in stockholders equity and statements of cash flows $ 0.1486 $ 0.1579 The exchange rates used to translate amounts in AUD into US dollars for the purposes of preparing the consolidated financial statements are as follows: March 31, 2017 March 31, 2016 Balance sheet items, except for stockholders equity, as of period end $ 0.7644 $ 0.7668 Year Ended March 31, 2017 Year Ended March 31, 2016 Amounts included in the statements of operations, statements of changes in stockholders equity and statements of cash flows $ 0.7532 $ 0.7361 |
Note 2. Summary of Significan37
Note 2. Summary of Significant Accounting Policies: Property and Equipment: Schedule of Property and Equipment, Useful Life (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Property and Equipment, Useful Life | Furniture, fixtures and equipment 3 to 5 years Leasehold improvements Over the shorter of the remaining lease term or estimated useful life of the improvements. Motor vehicles 5 years Greenhouses 3 years Fruit orchards Not yet producing |
Note 4. Property, Plant and E38
Note 4. Property, Plant and Equipment: Schedule of Fixed Assets (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Fixed Assets | March 31, 2017 March 31, 2016 Furniture, fixtures and equipment $ - $ 1,131,124 Leasehold improvements - 629,536 Motor vehicles - 361,967 - 2,122,627 Less: accumulated depreciation - (274,650) $ - $ 1,847,977 |
Note 8. Income Taxes_ Schedule
Note 8. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2017 2016 Current $ 4,444,504 $ 4,575,137 Deferred 32,810 (32,810) $ 4,477,314 $ 4,542,327 |
Note 8. Income Taxes_ Schedul40
Note 8. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2017 2016 Statutory rate - PRC 25.0% (25.0)% Non-deductible deconsolidation loss 8.9% - Non-deductible equity investment loss 0.2% - Non-deductible stock compensation - 146.9% Benefit of carryforward losses 0.3% (0.9)% Other 1.9% 1.0% Effective income tax rate 36.1% 122.0% |
Note 8. Income Taxes_ Schedul41
Note 8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets are comprised of the following: March 31, 2017 March 31, 2016 Net operating loss carryforwards $ 7,203,344 $ 6,333,864 Inventory intercompany profit - 2,596 Less: valuation allowance (7,203,344) (6,303,650) Net deferred tax asset $ - $ 32,810 |
Note 10. Condensed Financial 42
Note 10. Condensed Financial Information of Parent Company Only Disclosure: Condensed Financial Statements (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Condensed Financial Statements | Condensed Balance Sheet ASSETS March 31, 2016 Investment in subsidiaries $ 11,050,554 TOTAL ASSETS $ 11,050,554 LIABILITIES AND stockholders EQUITY March 31, 2016 Accrued Expenses 45,000 Stockholder loans $ 158,351 Stockholders equity Common stock, $0.0001 par value; 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of March 31, 2016 49,990 Additional paid-in capital 21,626,775 Statutory reserve 497,443 Retained earnings (deficit) (11,096,421) Other comprehensive income (loss) (230,584) Total stockholders equity 10,847,203 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 11,050,554 Condensed Statement of Income Year Ended March 31, 2016 Revenues Share of earnings from investment in subsidiaries $ 7,761,602 Operating expenses Stock compensation (15,865,042) General and administrative (161,732) Net (loss) $ (8,265,172) Condensed Statement of Cash Flows Year Ended March 31, 2016 Cash flows from operating activities Net income $ (8,265,172) Adjustments to reconcile net income to net cash provided by (used in) operating activities Share of earnings from investment in subsidiaries (7,761,602) Stock compensation 15,865,042 Increase in accrued expenses and other payables 161,732 Net cash provided by (used in) operating activities - Net change in cash - Cash, beginning of period - Cash, end of period $ - Noncash financing activities: Payment of accrued expenses and other payables by shareholder $ 116,732 |
Note 1. Organization (Details)
Note 1. Organization (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Entity Incorporation, State Country Name | Nevada | |
Entity Incorporation, Date of Incorporation | Apr. 15, 2013 | |
Stock Compensation | $ 21,882,816 | |
Advance proceeds for sale of subsidiary's stock | $ 6,123,137 |
Note 2. Summary of Significan44
Note 2. Summary of Significant Accounting Policies: Deconsolidation of Australian Winha and Equity Method On Investment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Jan. 03, 2017 | |
Deconsolidation loss | $ 4,431,367 | |||
Total Assets | $ 13,042,386 | 13,042,386 | $ 26,954,464 | |
Revenues | 45,470,149 | 42,442,485 | ||
Net income (loss) | 7,916,678 | (8,265,172) | ||
Net cash provided by operating activities | 1,064,557 | 16,083,400 | ||
Net cash (used in) investing activities | (23,602,589) | (1,717,335) | ||
Net cash provided by financing activities | 2,275,946 | $ 6,546,019 | ||
Australian Winha | ||||
Total Assets | $ 39,611,043 | |||
Liabilities | $ 10,322,431 | |||
Revenues | 22,107,355 | 45,470,149 | ||
Net income (loss) | $ 230,969 | 7,215,770 | ||
Net cash provided by operating activities | 1,208,793 | |||
Net cash (used in) investing activities | 10,344,526 | |||
Net cash provided by financing activities | $ 2,275,946 |
Note 2. Summary of Significan45
Note 2. Summary of Significant Accounting Policies: Foreign Currency Translation: Schedule of Intercompany Foreign Currency Balances (Details) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CHINA | ||
Balance sheet items, except for stockholders' equity | 0.1550 | |
Amounts included in the statements of operations, statements of changes in stockholders' equity (deficit) and statements of cash flows | 0.1486 | 0.1579 |
AUSTRALIA | ||
Balance sheet items, except for stockholders' equity | 0.7644 | 0.7668 |
Amounts included in the statements of operations, statements of changes in stockholders' equity (deficit) and statements of cash flows | 0.7532 | 0.7361 |
Note 2. Summary of Significan46
Note 2. Summary of Significant Accounting Policies: Foreign Currency Translation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Foreign currency translation adjustment | $ (1,497,395) | $ (414,183) |
Note 2. Summary of Significan47
Note 2. Summary of Significant Accounting Policies: Prepaid Expenses (Details) | Mar. 31, 2016USD ($) |
Details | |
Prepaid expenses | $ 174,010 |
Note 2. Summary of Significan48
Note 2. Summary of Significant Accounting Policies: Advances From Customers (Details) | Mar. 31, 2016USD ($) |
Details | |
Advances from customers | $ 769,814 |
Note 2. Summary of Significan49
Note 2. Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Details | |
Write off deferred registration costs | $ 153,844 |
Note 2. Summary of Significan50
Note 2. Summary of Significant Accounting Policies: Website Development Costs (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Represents the monetary amount of WebsiteDevelopmentCosts, as of the indicated date. | $ 45,676 | |
Write off website | $ 34,140 | |
Capitalized Computer Software, Amortization | $ 2,360 | $ 790 |
Note 2. Summary of Significan51
Note 2. Summary of Significant Accounting Policies: Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 45,470,149 | $ 42,442,485 |
Retail Stores | ||
Revenues | 4,965,320 | |
Custom-made sales | ||
Revenues | 29,713,348 | 29,943,950 |
Franchise and Management | ||
Revenues | $ 4,322,366 | $ 3,055,692 |
Note 2. Summary of Significan52
Note 2. Summary of Significant Accounting Policies: Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Purchase of fixed assets | $ 9,425,559 | $ 9,623,726 | $ 1,705,551 |
Greenhouses | |||
Capitalized Costs of Unproved Properties Excluded from Amortization, Period Cost | $ 453,134 |
Note 2. Summary of Significan53
Note 2. Summary of Significant Accounting Policies: Property and Equipment: Schedule of Property and Equipment, Useful Life (Details) | 12 Months Ended |
Mar. 31, 2017 | |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles | Maximum | |
Property, Plant and Equipment, Useful Life | 5 years |
Greenhouses | Maximum | |
Property, Plant and Equipment, Useful Life | 3 years |
Note 2. Summary of Significan54
Note 2. Summary of Significant Accounting Policies: Statutory Reserve (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Transfer to Statutory Reserve | $ 329,937 | $ 245,390 |
Note 4. Property, Plant and E55
Note 4. Property, Plant and Equipment: Schedule of Fixed Assets (Details) | Mar. 31, 2016USD ($) |
Property, Plant and Equipment, Gross | $ 2,122,627 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (274,650) |
Property, plant and equipment, net | 1,847,977 |
Furniture and Fixtures | |
Property, Plant and Equipment, Gross | 1,131,124 |
Leasehold Improvements | |
Property, Plant and Equipment, Gross | 629,536 |
Vehicles | |
Property, Plant and Equipment, Gross | $ 361,967 |
Note 4. Property, Plant and E56
Note 4. Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Depreciation | $ 301,964 | $ 202,604 |
Note 5. Equity Investment (Deta
Note 5. Equity Investment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Equity Method Investments, Fair Value Disclosure | $ 13,141,799 | $ 13,141,799 | |
Revenues | 45,470,149 | $ 42,442,485 | |
Gross profit | 20,940,813 | 22,449,732 | |
Net income (loss) | 7,916,678 | $ (8,265,172) | |
Investment loss | 103,635 | (103,635) | |
Equity investment | 13,042,386 | 13,042,386 | |
Australian Winha | |||
Revenues | 22,107,355 | 45,470,149 | |
Gross profit | 8,825,839 | ||
Net income (loss) | $ 230,969 | $ 7,215,770 |
Note 6. Convertible Notes (Deta
Note 6. Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Proceeds from convertible debt | $ 5,537,359 | |
Interest Expense | $ 117,011 | $ 92,383 |
Convertible Note, September 1, 2015 | ||
Proceeds from convertible debt | $ 542,570 | |
Convertible Preferred Stock, Shares Reserved for Future Issuance | 750,000 | |
Convertible Note, December 17, 2015 | ||
Proceeds from convertible debt | $ 4,892,896 | |
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,750,000 |
Note 7. Related Party Transac59
Note 7. Related Party Transactions (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Details | ||
Loans and Leases Receivable, Related Parties | $ 118,680 | $ 477,199 |
Note 8. Income Taxes_ Schedul60
Note 8. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Current Income Tax Expense (Benefit) | $ 4,444,504 | $ 4,575,137 |
Deferred Income Tax Expense (Benefit) | 32,810 | (32,810) |
Provision for income taxes | $ 4,477,314 | $ 4,542,327 |
Note 8. Income Taxes_ Schedul61
Note 8. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 36.10% | 122.00% |
Effective Income Tax Rate Reconciliation, Nondeductible expense, Deconsolidation loss, percent | 8.90% | |
Effective Income Tax Rate Reconciliation, Nondeductible expense, Equity investment loss, percent | 0.20% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Percent | 146.90% | |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 0.30% | (0.90%) |
Effective Income Tax Rate Reconciliation, Deduction, Other, Percent | 1.90% | 1.00% |
CHINA | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 25.00% | (25.00%) |
Note 8. Income Taxes_ Schedul62
Note 8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Details | ||
Net operating loss carryforwards | $ 7,203,344 | $ 6,333,864 |
Inventory intercompany profit | 2,596 | |
Valuation allowance | $ (7,203,344) | (6,303,650) |
Deferred tax assets | $ 32,810 |
Note 8. Income Taxes (Details)
Note 8. Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Operating loss carryforwards | $ 20,685,000 | $ 16,215,000 |
Operating Loss Carryforwards, Valuation Allowance | 7,239,616 | 6,303,650 |
Valuation Allowances and Reserves, Period Increase (Decrease) | $ 900,000 | $ 6,243,000 |
Note 10. Condensed Financial 64
Note 10. Condensed Financial Information of Parent Company Only Disclosure (Details) | Mar. 31, 2017USD ($) |
Details | |
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries | $ 11,050,554 |