Acro Biomedical (ACBM) 10-K 15 Apr 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 14, 2022	Jun. 30, 2021
Cover [Abstract]
Entity Registrant Name	ACRO BIOMEDICAL CO., LTD.
Entity Central Index Key	0001622996
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		60,042,000
Entity Public Float			$ 69,998,000
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-55643
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	47-1950356
Entity Address Address Line 1	12175 Visionary Way
Entity Address Address Line 2	Suite 1160
Entity Address City Or Town	Fishers
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46038
City Area Code	317
Auditor Name	Prager Metis CPAs, LLC
Auditor Location	Hackensack, New Jersey
Auditor Firm Id	273
Local Phone Number	286-6788
Security 12g Title	Common Stock, par value $0.001 per share
Entity Interactive Data Current	Yes
Icfr Auditor Attestation Flag	false

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Cash	$ 95,248	$ 18,123
Accounts receivable	598,000	0
Inventories	0	938,000
Purchase deposit for inventory	12,000	12,000
Prepaid expenses	1,167	1,000
Security deposit	0	4,230
Total Current Assets	706,415	973,353
Operating lease right of use asset	50,432	24,700
Security deposits	4,230	0
TOTAL ASSETS	761,077	998,053
Current Liabilities
Accounts payable and accrued expenses	26,197	24,734
Deferred revenue	20,000	20,000
Due to related parties	20,741	242,951
Operating lease liabilities - current	24,713	24,500
Total Current Liabilities	91,651	312,185
Operating lease liabilities - noncurrent	25,719	0
TOTAL LIABILITIES	117,370	312,185
Stockholders' Equity
Preferred stock: 25,000,000 authorized; $0.001 par value; no shares issued and outstanding	0	0
Common stock: 100,000,000 authorized; $0.001 par value; 60,042,000 and 47,760,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively	60,042	47,760
Additional paid-in capital	32,293,530	876,762
Deferred stock compensation	(23,773,383)	0
Accumulated deficit	(7,936,482)	(238,654)
Total Stockholders' Equity	643,707	685,868
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 761,077	$ 998,053

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Balance Sheets
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	60,042,000	60,042,000
Common stock, shares outstanding	47,760,000	47,760,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statements of Operations
Revenues	$ 1,197,500	$ 687,964
Cost of revenues	938,000	528,560
Gross profit	259,500	159,404
Operating expenses
Selling, general and administrative	2,667,903	289,867
Research and development	5,285,175	0
Total operating expenses	7,953,078	289,867
Loss from operations	(7,693,578)	(130,463)
Other expense
Interest expense - related party	4,250	5,082
Total other expenses	4,250	5,082
Loss before income tax credit	(7,697,828)	(135,545)
Income taxes credit from prior period	0	(18,092)
Net loss	$ (7,697,828)	$ (117,453)
Basic and diluted loss per share of common stock	$ (0.14)	$ 0
Weighted average number of shares of common stock outstanding	53,838,855	47,760,000

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Deferred stock compensation	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2019			47,760,000
Balance, amount at Dec. 31, 2019	$ 798,239	$ 0	$ 47,760	$ 871,680	$ 0	$ (121,201)
Imputed interest on related party loans	5,082	0	0	5,082	0	0
Net loss	(117,453)	0	$ 0	0	0	(117,453)
Balance, shares at Dec. 31, 2020			47,760,000
Balance, amount at Dec. 31, 2020	685,868	0	$ 47,760	876,762	0	(238,654)
Imputed interest on related party loans	4,250	0	0	4,250	0	0
Net loss	(7,697,828)	0	$ 0	0	0	(7,697,828)
Share issuance for service, shares			12,282,000
Share issuance for service, amount	7,651,417	0	$ 12,282	31,412,518	(23,773,383)	0
Balance, shares at Dec. 31, 2021			60,042,000
Balance, amount at Dec. 31, 2021	$ 643,707	$ 0	$ 60,042	$ 32,293,530	$ (23,773,383)	$ (7,936,482)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (7,697,828)	$ (117,453)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Imputed interest - related parties	4,250	5,082
Stock based compensation	7,651,417	0
Change of ROU and lease liabilities	200	1,915
Changes in operating assets and liabilities:
Accounts receivable	(598,000)	0
Inventories	938,000	(59,440)
Purchase deposit for inventory	0	(12,000)
Prepaid expenses	(167)	(1,000)
Accounts payable and accrued expenses	1,463	900
Deferred revenue	0	(17,464)
Net cash provided by (used in) operating activities	299,335	(199,460)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties	19,641	216,672
Repayment to related parties	(241,851)	0
Net cash provided by (used in) financing activities	(222,210)	216,672
Net change in cash	77,125	17,212
Cash at beginning of year	18,123	911
Cash at end of year	95,248	18,123
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES
Increase in the right-of-use asset and lease liability	$ 50,432	$ 0

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2021
ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS Acro Biomedical Co., Ltd. (the “Company”) is a Nevada corporation incorporated on September 24, 2014 under the name Killer Waves Hawaii, Inc. On January 30, 2017, the Company’s corporate name was changed to Acro Biomedical Co., Ltd. The Company’s business is the sale of cordyceps related products. Cordyceps is a fungus that is used in traditional Chinese medicine. During the second and third quarters of 2021, the Company engaged consultants to take the initial steps to develop and implement a research and development and marketing program. These consultants are working independently and report to the chief executive officer. The Company cannot give any assurance that the marketing and research development activities will generate any new product or new marketing opportunities or generate any significant revenue.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. Use of Estimates The preparation of financial statements in conformity with GAAP 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time. Inventories Inventories consist of finished goods. Inventories are valued at the lower of cost or net realizable value. The Company determines cost on the basis of first-in, first-out methods. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are written down or written off. Although the Company believes that the assumptions it uses to estimate inventory write-downs are reasonable, future changes in these assumptions could provide a significantly different result. No inventory markdown was recorded for the years ended December 31, 2021 and 2020. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets if the lease term is more than one year. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight- line basis over the lease term in our statement of operations. Net Income (Loss) Per Share of Common Stock The Company has adopted ASC Topic 260, ”Earnings per Share” Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. Financial Instruments The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of our financial instruments, including, cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses and due to related parties approximate their fair values due to the short-term maturities of these financial instruments. Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee and non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the option-pricing model for stock options and the quoted price of its common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize the deferred tax assets through future operations. Related Parties The Company follows ASC 850, ”Related Party Disclosures,” Revenue Recognition The Company recognizes revenue in accordance with Topic 606, which requires revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company recognizes revenue when products are delivered to customers in accordance with the written sales terms. Deferred Revenue The Company sells products pursuant to agreements for the delivery of products to customers. The Company receives cash in advance and records it as deferred revenue. Deferred revenue at December 31, 2021 and 2020, was $20,000, respectively. Recent Accounting Pronouncements The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. COVID 19 Since our products are purchased by customers in the Republic of China (Taiwan) and Hong Kong who sold products to their customers in the People’s Republic of China (the “PRC”), our business was impacted by the effects of the COVID-19 pandemic and the actions taken by the governments of the PRC, the Republic of China (Taiwan) and Hong Kong. We cannot predict the effect on our business of the COVID-19 pandemic and the steps taken by governments to address the pandemic. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company. Factors relating to COVID-19 which significantly contributed to the lack of revenue in the third quarters of 2021 and the modest level our revenue in 2021, most of which was in the fourth quarter, and the failure to generate any of revenue in the second, third and fourth quarters of 2020 may continue affect us and the market for our products which include, but are not limited to, the following. As the population of China, Hong Kong and Taiwan becomes vaccinated and restrictions that had been imposed to address the pandemic are lifted, we cannot assure you that our sales will increase as a result of the reduction of such restrictions. The effects of the Delta and Omicron variation and any other variations which may develop as well as other illnesses which may affect a broad segment of the population and the governmental and public response to these developments may impair the market for our products, including the recent lockdown in a number of provinces and municipalities in China. As the world has begun to open following closures as a result of the pandemic, two other factors are facing businesses and consumers, which are considered to be related to the effects of the COVID-19 pandemic. These are inflation and supply chain issues, which have been exacerbated by the recent Russian invasion of Ukraine. We cannot estimate the effect of these factors on our business. To the extent that these factors result in increased prices, we may not be able to pass along the increases to our customers. Any shortages of cordyceps would effect our ability to generate sales of our products. Further, to the extent our customers use our products as an ingredient in their own products, the inability of a potential customer to obtain other raw materials as well as cost increases for such products, could affect the timing and the amount of purchases from us. We cannot assure you that our business will not be impaired by the effects of inflation and supply chain issues.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2021
GOING CONCERN
NOTE 3 - GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of December 31, 2021, had limited gross profit and incurred a loss from operations for the year ended December 31, 2021 and past few years. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company proposes to fund operations through sales of its products and equity financing arrangements. However, because of the lack of sales and the absence of any active trading market for its common stock, its financial condition and its lack of an operating history, the Company may not be able to raise funds for capital expenditures, working capital and other cash requirements and will have to rely on advances from a minority stockholder and our officer. If the Company cannot generate revenue from its products, it may not be able to continue in its business.

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2021
EQUITY
NOTE 6 - EQUITY	NOTE 4 - EQUITY Common Stock The Company issued a total of 6,776,000 and 5,506,000 shares of common stock to consultants as stock grants pursuant to agreements with the consultants in May 2021 and August 2021, respectively, of which 11,912,000 shares were issued pursuant to the 2020 equity incentive plan. (the “Plan”) and 370,000 were issued as restricted stock outside of the Plan. The agreements provide for the consultants to perform services described in the contracts for the two-year period commencing May 25, 2021 and August 23, 2021. The shares were valued at $19,311,600 and $12,113,200, based on the market price of the common stock on the respective dates of the agreements, which was $2.85 and $2.20 per share, respectively, and is being amortized over two-year period starting from the date of the agreement using the straight-line method. During the year ended December 31, 2021, the Company recorded stock-based compensation of $7,651,417 and had deferred stock compensation of $23,773,383 as of December 31, 2021 which will be recognized over the balance of the agreements. During the year ended 2020, the Company did not issue any common stock. 2020 Long-Term Incentive Plan On August 7, 2020, the Company’s board of directors adopted, and on August 8, 2020, the Company’s stockholders approved, by a written consent signed by the Company’s principal stockholder who is the Company’s sole executive and director and who held 62.8% of the Company’s common stock, the Company’s 2020 Long-Term Incentive Plan, pursuant to which a maximum of 12,000,000 shares of common stock may be issued pursuant to restricted stock grants, incentive stock options, non-qualified stock options and other equity-based incentives may be granted. Awards under the plan may be issued to employees, directors of the Company or its affiliates or consultants.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2021
INCOME TAX
NOTE 8 - INCOME TAX	NOTE 5 - INCOME TAXES The reconciliation of income tax expense at the U.S. statutory rate of 21% to the Company’s effective tax rate is as follows: Years ended December 31, 2021 2020 Income tax expense (credit) at statutory rate $ (1,616,544 ) $ (28,464 ) Income tax adjustment Imputed interest 893 1,067 Operating losses utilized - (18,092 ) Change of valuation allowance 1,615,651 27,397 Income tax expense (credit) $ - $ (18,092 ) Net deferred tax assets consist of the following components as of: December 31, December 31, 2021 2020 Operating loss carry forward $ 1,682,296 $ 66,645 Valuation allowance (1,682,296 ) (66,645 ) Deferred tax asset $ - $ - The Company has approximately $8 million net operating loss carryforwards that are available to reduce future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for the year ended December 31, 2021 and 2020 because it is more likely than not that all of the deferred tax assets will not be realized.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
NOTE 4 - RELATED PARTY TRANSACTIONS	NOTE 6 - RELATED PARTY TRANSACTIONS During the years ended December 31, 2021 and 2020, our chief executive officer and a minority stockholder paid expenses of $19,641 and $216,672 on behalf of the Company, and the Company repaid $241,851 and $0, respectively, of expenses advanced by the minority shareholder, respectively. At December 31, 2021 and 2020, the Company owed $1,100 and $1,100 to our CEO for non-interest-bearing advances made to or on behalf of the Company, respectively. These advances are due on demand. At December 31, 2021 and 2020, the Company owed $19,641 and $241,851 to a stockholder who is not a 5% stockholder for non-interest-bearing advances made to or on behalf of the Company, respectively. These advances are due on demand. The Company has imputed interest at the rate of 4% on the advances made to or on behalf of the Company. Imputed interest amounted to $4,250 and $5,082, during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company had amounts due to related parties of $20,741 and $242,951, respectively.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2021
LEASES
NOTE 5 - LEASES	NOTE 7 – LEASES On December 27, 2019, the Company entered into a lease agreement to rent a storage facility in Hong Kong for a two-year term at HK$16,500 (approximately $2,115) per month. A stockholder paid HK$33,000 (approximately $4,230) as a security deposit and HK$16,500 (approximately $2,115) as prepaid rent on behalf of the Company. The lease expired in December 2021. On November 3, 2021, the Company entered into a lease agreement to rent a storage facility in Hong Kong for a two-year term at HK$17,000 (approximately $2,190) per month and HK$33,000 (approximately $4,230) as a security deposit. These payments were paid by the stockholder on behalf of the Company. In accordance with ASC 842, the Company recognized operating lease ROU assets and lease liabilities as follows: December 31, December 31, 2021 2020 Operating lease ROU asset $ 50,432 $ 24,700 December 31, December 31, 2021 2020 Operating lease liabilities Current portion $ 24,713 $ 24,500 Non-current portion 25,719 - Total $ 50,432 $ 24,500 Future minimum lease payments under operating leases at December 31, 2021 were as follows: 2022 $ 26,280 2023 26,280 Thereafter - Total $ 52,560 The Company recognized total lease expense of $25,140 and $26,141 for the years ended December 31, 2021 and 2020, respectively.

CONCENTRATION

CONCENTRATION	12 Months Ended
	Dec. 31, 2021
CONCENTRATION
NOTE 7 - CONCENTRATION	NOTE 8 – CONCENTRATION Revenue During the year ended December 31, 2021, all revenues were derived from three customers where for a first customer was 58.5%, a second customer was 33.2%, and a third customer was 8.3%. During the year ended December 31, 2020, all revenues were derived from one customer. Purchase During the year ended December 31, 2021, we did not purchase inventory. During the year ended December 31, 2020, we purchased inventory from one supplier.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS	NOTE 9 - SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred after the date of the balance sheet through the date of issuance of these financial statements and determined that no subsequent event requires recognition or disclosure to the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
Use of Estimates	The preparation of financial statements in conformity with GAAP 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents	Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Accounts Receivable	Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Inventories	Inventories consist of finished goods. Inventories are valued at the lower of cost or net realizable value. The Company determines cost on the basis of first-in, first-out methods. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are written down or written off. Although the Company believes that the assumptions it uses to estimate inventory write-downs are reasonable, future changes in these assumptions could provide a significantly different result. No inventory markdown was recorded for the years ended December 31, 2021 and 2020.
Leases	We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets if the lease term is more than one year. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight- line basis over the lease term in our statement of operations.
Net Income (Loss) Per Share of Common Stock	The Company has adopted ASC Topic 260, ”Earnings per Share”
Concentrations of Credit Risk	The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.
Financial Instruments	The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of our financial instruments, including, cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses and due to related parties approximate their fair values due to the short-term maturities of these financial instruments.
Stock-Based Compensation	The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee and non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the option-pricing model for stock options and the quoted price of its common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
Related Parties	The Company follows ASC 850, ”Related Party Disclosures,”
Revenue Recognition	The Company recognizes revenue in accordance with Topic 606, which requires revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company recognizes revenue when products are delivered to customers in accordance with the written sales terms.
Deferred Revenue	The Company sells products pursuant to agreements for the delivery of products to customers. The Company receives cash in advance and records it as deferred revenue. Deferred revenue at December 31, 2021 and 2020, was $20,000, respectively.
Recent Accounting Pronouncements	The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.
Deferred Income Taxes and Valuation Allowance	The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize the deferred tax assets through future operations.
COVID-19	Since our products are purchased by customers in the Republic of China (Taiwan) and Hong Kong who sold products to their customers in the People’s Republic of China (the “PRC”), our business was impacted by the effects of the COVID-19 pandemic and the actions taken by the governments of the PRC, the Republic of China (Taiwan) and Hong Kong. We cannot predict the effect on our business of the COVID-19 pandemic and the steps taken by governments to address the pandemic. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company. Factors relating to COVID-19 which significantly contributed to the lack of revenue in the third quarters of 2021 and the modest level our revenue in 2021, most of which was in the fourth quarter, and the failure to generate any of revenue in the second, third and fourth quarters of 2020 may continue affect us and the market for our products which include, but are not limited to, the following. As the population of China, Hong Kong and Taiwan becomes vaccinated and restrictions that had been imposed to address the pandemic are lifted, we cannot assure you that our sales will increase as a result of the reduction of such restrictions. The effects of the Delta and Omicron variation and any other variations which may develop as well as other illnesses which may affect a broad segment of the population and the governmental and public response to these developments may impair the market for our products, including the recent lockdown in a number of provinces and municipalities in China. As the world has begun to open following closures as a result of the pandemic, two other factors are facing businesses and consumers, which are considered to be related to the effects of the COVID-19 pandemic. These are inflation and supply chain issues, which have been exacerbated by the recent Russian invasion of Ukraine. We cannot estimate the effect of these factors on our business. To the extent that these factors result in increased prices, we may not be able to pass along the increases to our customers. Any shortages of cordyceps would effect our ability to generate sales of our products. Further, to the extent our customers use our products as an ingredient in their own products, the inability of a potential customer to obtain other raw materials as well as cost increases for such products, could affect the timing and the amount of purchases from us. We cannot assure you that our business will not be impaired by the effects of inflation and supply chain issues.

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2021
INCOME TAX
Schedule of reconciliation of income tax credit	Years ended December 31, 2021 2020 Income tax expense (credit) at statutory rate $ (1,616,544 ) $ (28,464 ) Income tax adjustment Imputed interest 893 1,067 Operating losses utilized - (18,092 ) Change of valuation allowance 1,615,651 27,397 Income tax expense (credit) $ - $ (18,092 )
Schedule of net deferred tax assets	December 31, December 31, 2021 2020 Operating loss carry forward $ 1,682,296 $ 66,645 Valuation allowance (1,682,296 ) (66,645 ) Deferred tax asset $ - $ -

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2021
LEASES
Schedule of operating lease	December 31, December 31, 2021 2020 Operating lease ROU asset $ 50,432 $ 24,700 December 31, December 31, 2021 2020 Operating lease liabilities Current portion $ 24,713 $ 24,500 Non-current portion 25,719 - Total $ 50,432 $ 24,500
Schedule of future minimum lease payments	2022 $ 26,280 2023 26,280 Thereafter - Total $ 52,560

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred revenue	$ 20,000	$ 20,000

EQUITY (Detail Narrative)

EQUITY (Detail Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Aug. 07, 2020
Stock based compensation expenses	$ 7,651,417	$ 0
August 23, 2021 [Member]
Common stock share stock grants, value	$ 12,113,200
Common stock shares price per share	$ 2.20
Common stock share stock grants, share	5,506,000
May 25, 2021 [Member]
Common stock shares price per share	$ 2.85
Common stock share stock grants, share	6,776,000
Common stock share stock grants, value	$ 19,311,600
Represents information of Long-Term Incentive Plan 2020. | Director [Member]
Deferred stock compensation	23,773,383
Percentage of ownership interest owned			62.80%
Maximum number of shares of common stock may be issued			12,000,000
Stock based compensation expenses	$ 7,651,417
2020 Equity Incentive Plan [Member]
Common stock share stock grants	11,912,000
Agreements description	The agreements provide for the consultants to perform services described in the contracts for the two-year period commencing May 25, 2021 and August 23, 2021.

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAX
Income tax expense (credit) at statutory rate	$ (1,616,544)	$ (28,464)
Imputed interest	893	1,067
Operating losses utilized	0	(18,092)
Change of valuation allowance	1,615,651	27,397
Income tax expense (credit)	$ 0	$ (18,092)

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
INCOME TAX
Operating loss carry forward	$ 1,682,296	$ 66,645
Valuation allowance	(1,682,296)	(66,645)
Deferred tax asset	$ 0	$ 0

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative)	12 Months Ended
	Dec. 31, 2021USD ($)
INCOME TAX
Statutory federal income tax rate	21.00%
Net operating losses carried forward	$ 8,025,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Due to related parties	$ 19,641	$ 241,851
Non interest-bearing	5.00%
Imputed interest - related parties	$ 4,250	5,082
Percentage of inputed interest	4.00%
Amounts due to related parties	$ 20,741	242,951
Advances from related parties	19,641	216,672
Repayment to related parties	241,851	0
CEO [Member]
Due to related parties	1,100	1,100
Chief Executive Officer [Member]
Advances from related parties	19,641	216,672
Repayment to related parties	$ (241,851)	$ 0

LEASES (Details)

LEASES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
LEASES
Operating lease ROU asset	$ 50,432	$ 24,700

LEASES (Details 1)

LEASES (Details 1) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
LEASES
Operating lease liability - Current portion	$ 24,713	$ 24,500
Operating lease liability - Non-current portion	25,719	0
Operating Lease, Liability, Total	$ 50,432	$ 24,500

LEASES (Details 2)

LEASES (Details 2)	Dec. 31, 2020USD ($)
LEASES
2022	$ 26,280
2023	26,280
Thereafter	0
Total	$ 52,560

LEASES (Details Narrative)

LEASES (Details Narrative)	1 Months Ended	12 Months Ended
	Dec. 27, 2019	Dec. 31, 2021USD ($)	Dec. 31, 2021HKD ($)	Dec. 31, 2020USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2021HKD ($)
Security deposit		$ 0		$ 4,230	$ 4,230
Prepaid rent					$ 2,190
Rent expenses		2,115
Total lease expenses		$ 25,140		$ 26,141
Hong Kong [Member] | Lease Agreement [Member]
Security deposit						$ 33,000
Prepaid rent						$ 16,500
Rent expenses			$ 16,500
Lease term	2 years

CONCENTRATION (Details Narrativ

CONCENTRATION (Details Narrative)	12 Months Ended
	Dec. 31, 2021
Revenue [Member] | Customer Second [Member]
Concentration credit risk	33.20%
Revenue [Member] | Customer First [Member]
Concentration credit risk	58.50%
Revenue [Member] | Customer concentration risk [Member]
Concentration risk, customer	one customer
Revenue [Member] | Customer Third [Member]
Concentration credit risk	8.30%
Purchase [Member] | Customer concentration risk [Member]
Concentration risk, customer	one supplier