Acro Biomedical (ACBM) 10-K 21 Jul 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Jul. 17, 2023	Jun. 30, 2022
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, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		60,042,000
Entity Public Float			$ 127,678,500
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 Interactive Data Current	Yes
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
Local Phone Number	286-6788
Security 12g Title	Common Stock, par value $0.001 per share
Auditor Name	Prager Metis CPAs, LLC
Auditor Location	Hackensack, New Jersey
Auditor Firm Id	273

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 5,852	$ 95,248
Accounts receivable	638,500	598,000
Purchase deposit for inventory	12,000	12,000
Prepaid expenses	1,185	1,167
Total Current Assets	657,537	706,415
Operating lease right of use asset	25,719	50,432
Security deposit	4,230	4,230
TOTAL ASSETS	687,486	761,077
Current Liabilities
Accounts payable and accrued expenses	76,571	26,197
Deferred revenue	20,000	20,000
Due to related parties	78,826	20,741
Operating lease liabilities - current	25,719	24,713
Total Current Liabilities	201,116	91,651
Operating lease liabilities - noncurrent	0	25,719
TOTAL LIABILITIES	201,116	117,370
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 shares issued and outstanding as of December 31,2022 and 2021	60,042	60,042
Additional paid-in capital	32,295,236	32,293,530
Deferred stock compensation	(8,060,983)	(23,773,383)
Accumulated deficit	(23,807,925)	(7,936,482)
Total Stockholders' Equity	486,370	643,707
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 687,486	$ 761,077

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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	60,042,000	60,042,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statements of Operations
Revenues	$ 658,500	$ 1,197,500
Cost of revenues	518,000	938,000
Gross profit	140,500	259,500
Operating expenses
Selling, general and administrative	5,930,237	2,667,903
Research and development	10,080,000	5,285,175
Total operating expenses	16,010,237	7,953,078
Loss from operations	(15,869,737)	(7,693,578)
Other expense
Interest expense - related party	1,706	4,250
Total other expenses	1,706	4,250
Loss before income tax credit	(15,871,443)	(7,697,828)
Income taxes expenses (credit)	0	0
Net loss	$ (15,871,443)	$ (7,697,828)
Basic and diluted loss per share of common stock	$ (0.26)	$ (0.14)
Weighted average number of shares of common stock outstanding	60,042,000	53,838,855

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Total	Common Stock	Preferred Stock	Additional Paid-In Capital	Deferred stock compensation	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2020		47,760,000
Balance, amount at Dec. 31, 2020	$ 685,868	$ 47,760	$ 0	$ 876,762	$ 0	$ (238,654)
Share issuance for service, shares		12,282,000
Share issuance for service, amount	7,651,417	$ 12,282	0	31,412,518	(23,773,383)	0
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)
Balance, shares at Dec. 31, 2021		60,042,000
Balance, amount at Dec. 31, 2021	643,707	$ 60,042	0	32,293,530	(23,773,383)	(7,936,482)
Imputed interest on related party loans	1,706	0	0	1,706	0	0
Net loss	(15,871,443)	0	0	0	0	(15,871,443)
Amortization of deferred stock compensation	15,712,400	$ 0	0	0	15,712,400	0
Balance, shares at Dec. 31, 2022		60,042,000
Balance, amount at Dec. 31, 2022	$ 486,370	$ 60,042	$ 0	$ 32,295,236	$ (8,060,983)	$ (23,807,925)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (15,871,443)	$ (7,697,828)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Imputed interest - related parties	1,706	4,250
Amortization of deferred stock compensation	15,712,400	7,651,417
Change of ROU and lease liabilities	0	200
Changes in operating assets and liabilities:
Accounts receivable	(40,500)	(598,000)
Inventories	0	938,000
Prepaid expenses	(18)	(167)
Accounts payable and accrued expenses	50,374	1,463
Net cash provided by (used in) operating activities	(147,481)	299,335
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties	58,085	19,641
Repayment to related parties	0	(241,851)
Net cash provided by (used in) financing activities	58,085	(222,210)
Net change in cash	(89,396)	77,125
Cash at beginning of year	95,248	18,123
Cash at end of year	5,852	95,248
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	$ 0	$ 50,432

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS
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. As of December 31, 2022, the research and development efforts had not developed any products, the contracts with the consultants expired in May 2023 and will expire in August 2023, and 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 revenue.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, 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, 2022 and 2021. Leases The Company determines 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 the Company’ 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 the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s 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 the Company’s leases do not provide an implicit rate, the Company generally uses its 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. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a lease term of 12 months or less at inception are not recorded on the Company’s balance sheet and are expensed on a straight- line basis over the lease term in the statement of operations. Net (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 a United States financial institutions which the Company believes are 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 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 was $20,000 at December 31, 2022 and 2021. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company does not believe that the impact of the adoption of this standard will have a material effect on its financial statements. 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 the Company’s financial statements. COVID 19 Since the Company’s 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”), the Company’s 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. The World Health Organization ended the global emergency status for COVID-19 on May 5, 2023. As restrictions that had been imposed, particularly China’s zero COVID policy, to address the pandemic have been lifted, the Company cannot give assurance that its sales will increase as a result of the reduction of such restrictions, and the Company’s revenues decreased from 2021 to 2022. Although China has lifted COVID-19 restrictions, there continues to be a risk of the deaths and lockdowns from COVID-19. 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. The Company cannot estimate the effect of these factors on its business. To the extent that these factors result in increased prices, the Company may not be able to pass along the increases to its customers. Further, to the extent customers use the Company’s 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 the Company. The Company cannot give assurance that its business will not be impaired by the effects of inflation and supply chain issues.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2022
GOING CONCERN
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, 2022, had limited gross profit and incurred a loss from operations for the year ended December 31, 2022 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 an 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, 2022
EQUITY
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, 2022 and 2021, the Company recorded stock-based compensation of $15,712,400 and $7,651,417, respectively, and had deferred stock compensation of $8,060,983 and $23,773,383 as of December 31, 2022 and 2021 which will be recognized over the balance of the agreements. During the year ended December 31, 2022, the Company did not issue any shares of common stock.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2022
INCOME TAX
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: Year ended December 31, 2022 2021 Income tax credit at statutory rate $ (3,333,003 ) $ (1,616,544 ) Income tax adjustment Imputed interest 358 893 Change of valuation allowance 3,332,645 1,615,651 Income tax expense $ - $ - Net deferred tax assets consist of the following components as of: December 31, December 31, 2022 2021 Operating loss carry forward $ 5,014,941 $ 1,682,296 Valuation allowance (5,014,941 ) (1,682,296 ) Deferred tax asset $ - $ - The Company has approximately $24 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, 2022 and 2021 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, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 - RELATED PARTY TRANSACTIONS At December 31, 2022 and 2021, the Company owed $1,100 and $1,100 to its CEO for non-interest-bearing advances made to or on behalf of the Company, respectively. These advances are due on demand. During the years ended December 31, 2022 and 2021, a minority stockholder advanced $55,000 and $0 paid expenses of $3,085 and $19,641 on behalf of the Company, and the Company repaid $0 and $241,851, respectively. At December 31, 2022 and 2021, the Company owed $77,726 and $19,641 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 $1,706 and $4,250, during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had amounts due to related parties of $78,826 and $20,741, respectively.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2022
LEASES
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, 2022 2021 Operating lease ROU asset $ 25,719 $ 50,432 December 31, December 31, Operating lease liabilities 2022 2021 Current portion $ 25,719 $ 24,713 Non-current portion - 25,719 Total $ 25,719 $ 50,432 Future minimum lease payments under operating leases at December 31, 2022 were as follows: 2023 $ 26,280 Thereafter - Total $ 26,280 The Company recognized total lease expense of $26,280 and $25,140 for the years ended December 31, 2022 and 2021, respectively.

CONCENTRATION

CONCENTRATION	12 Months Ended
	Dec. 31, 2022
CONCENTRATION
CONCENTRATION	NOTE 8 – CONCENTRATION Revenue and accounts receivable For the years ended December 31, 2022 and 2021, customer concentrations (more than 10%) were as follows: Percentage of revenue Percentage of Accounts receivable Year ended December 31 December 31, December 31, 2022 2021 2022 2021 Customer A 55 % 59 % 56 % 33 % Customer B 45 % 33 % 44 % 67 % Total (as a group) 100 % 92 % 100 % 100 % Purchases During the year ended December 31, 2022, all purchases were made from one supplier. During the year ended December 31, 2021, the Company did not purchase inventory.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
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, 2022
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, 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, 2022 and 2021.
Leases	The Company determines 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 the Company’ 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 the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s 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 the Company’s leases do not provide an implicit rate, the Company generally uses its 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. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a lease term of 12 months or less at inception are not recorded on the Company’s balance sheet and are expensed on a straight- line basis over the lease term in the 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 a United States financial institutions which the Company believes are 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 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 was $20,000 at December 31, 2022 and 2021.
Recent Accounting Pronouncements	In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company does not believe that the impact of the adoption of this standard will have a material effect on its financial statements. 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 the Company’s financial statements.
COVID-19	Since the Company’s 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”), the Company’s 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. The World Health Organization ended the global emergency status for COVID-19 on May 5, 2023. As restrictions that had been imposed, particularly China’s zero COVID policy, to address the pandemic have been lifted, the Company cannot give assurance that its sales will increase as a result of the reduction of such restrictions, and the Company’s revenues decreased from 2021 to 2022. Although China has lifted COVID-19 restrictions, there continues to be a risk of the deaths and lockdowns from COVID-19. 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. The Company cannot estimate the effect of these factors on its business. To the extent that these factors result in increased prices, the Company may not be able to pass along the increases to its customers. Further, to the extent customers use the Company’s 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 the Company. The Company cannot give assurance that its 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, 2022
INCOME TAX
Schedule of reconciliation of income tax expense benefit	Year ended December 31, 2022 2021 Income tax credit at statutory rate $ (3,333,003 ) $ (1,616,544 ) Income tax adjustment Imputed interest 358 893 Change of valuation allowance 3,332,645 1,615,651 Income tax expense $ - $ -
Schedule of net deferred tax assets	December 31, December 31, 2022 2021 Operating loss carry forward $ 5,014,941 $ 1,682,296 Valuation allowance (5,014,941 ) (1,682,296 ) Deferred tax asset $ - $ -

LEASES (Tables)

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

CONCENTRATION (Tables)

CONCENTRATION (Tables)	12 Months Ended
	Dec. 31, 2022
CONCENTRATION
Schedule of concentrations risk percentage	Percentage of revenue Percentage of Accounts receivable Year ended December 31 December 31, December 31, 2022 2021 2022 2021 Customer A 55 % 59 % 56 % 33 % Customer B 45 % 33 % 44 % 67 % Total (as a group) 100 % 92 % 100 % 100 %

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Narrative)	12 Months Ended
	Dec. 31, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS
Discription of contracts	the contracts with the consultants expired in May 2023 and will expire in August 2023

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred revenue	$ 20,000	$ 20,000

EQUITY (Detail Narrative)

EQUITY (Detail Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred stock compensation	$ (8,060,983)	$ (23,773,383)
Stock based compensation expenses	$ 15,712,400	$ 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
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

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Income tax expense (credit) at statutory rate	$ (3,333,003)	$ (1,616,544)
Imputed interest	358	893
Change of valuation allowance	3,332,645	1,615,651
Income tax expense (credit)	$ 0	$ 0

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Operating loss carry forward	$ 5,014,941	$ 1,682,296
Valuation allowance	(5,014,941)	(1,682,296)
Deferred tax asset	$ 0	$ 0

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
INCOME TAX
Statutory federal income tax rate	21%
Net operating losses carried forward	$ 24

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Due to related parties	$ 3,085	$ 19,641
Non interest-bearing	5%
Imputed interest - related parties	$ 1,706	4,250
Percentage of inputed interest	4%
Amounts due to related parties	$ 78,826	20,741
Advances from related parties	55,000	0
Advances from related parties	58,085	19,641
Repayment to related parties	0	241,851
CEO [Member]
Due to related parties	1,100	1,100
Chief Executive Officer [Member]
Advances from related parties	$ 77,726	$ 19,641

LEASES (Details)

LEASES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
LEASES
Operating lease ROU asset	$ 25,719	$ 50,432

LEASES (Details 1)

LEASES (Details 1) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
LEASES
Operating lease liability - Current portion	$ 25,719	$ 24,713
Operating lease liability - Non-current portion	0	25,719
Operating Lease, Liability, Total	$ 25,719	$ 50,432

LEASES (Details 2)

LEASES (Details 2)	Dec. 31, 2021 USD ($)
LEASES
2023	$ 26,280
Thereafter	0
Total	$ 26,280

LEASES (Details Narrative)

LEASES (Details Narrative)		1 Months Ended	12 Months Ended
	Nov. 03, 2021	Dec. 27, 2019	Dec. 31, 2022 USD ($)	Dec. 31, 2022 HKD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 HKD ($)
Security deposit			$ 4,230		$ 4,230
Prepaid rent						$ 2,190
Rent expenses			2,115
Total lease expenses			$ 26,280		$ 25,140
Hong Kong [Member] | Lease Agreement [Member]
Security deposit						33,000
Prepaid rent						$ 16,500
Rent expenses				$ 16,500
Lease term	2 years	2 years

CONCENTRATION (Details)

CONCENTRATION (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue [Member] | Customer First [Member]
Concentration credit risk	55%	59%
Revenue [Member] | Customer Second [Member]
Concentration credit risk	45%	33%
Revenue [Member] | Two Customer [Member]
Concentration credit risk	100%	92%
Accounts Receivable [Member] | Customer First [Member]
Concentration credit risk	56%	33%
Accounts Receivable [Member] | Customer Second [Member]
Concentration credit risk	44%	67%
Accounts Receivable [Member] | Two Customer [Member]
Concentration credit risk	100%	100%

CONCENTRATION (Details Narrativ

CONCENTRATION (Details Narrative)	12 Months Ended
	Dec. 31, 2022
Revenue [Member] | Two Customer [Member]
Concentration credit risk	100%
Purchase [Member] | Customer concentration risk [Member]
Concentration risk, customer	one supplier