Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 21, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | MULIANG VIAGOO TECHNOLOGY, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 38,502,954 | |
Amendment Flag | false | |
Entity Central Index Key | 0001629665 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-201360 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 2498 Wanfeng Highway | |
Entity Address, Address Line Two | Lane 181Fengjing Town | |
Entity Address, Address Line Three | Jinshan District | |
Entity Address, City or Town | Shanghai | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 201501 | |
City Area Code | (86) | |
Local Phone Number | 21-67355092 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 240,801 | $ 38,013 |
Accounts receivable, net | 10,672,737 | 11,433,504 |
Due from related party | 716,721 | |
Inventories | 1,459,271 | 133,913 |
Prepayment | 2,696,624 | 6,805,039 |
Other receivables, net | 1,482,488 | 46,640 |
Total Current Assets | 16,551,921 | 19,173,830 |
Long term investment | 28,253 | 21,273 |
Property, plant and equipment, net | 5,950,541 | 7,194,262 |
Right of use assets | 1,245,690 | 1,284,319 |
Operating lease right of use asset, net | 149,282 | 224,463 |
Intangible assets, net | 9,930 | 12,831 |
Goodwill | 654,076 | 695,175 |
Other assets and deposits | 19,239 | 31,496 |
Deferred tax asset | 235,035 | 262,798 |
Total Assets | 24,843,967 | 28,900,447 |
Current Liabilities: | ||
Current portion of long-term debt | 1,044,318 | 1,174,756 |
Accounts payable and accrued payables | 4,569,882 | 8,291,572 |
Advances from customers | 283,415 | 501,720 |
Operating lease liabilities - current | 51,709 | 67,484 |
Income tax payable | 901,717 | 543,477 |
Other payables | 2,387,793 | 3,029,672 |
Due to related party | 687,019 | 161,429 |
Total Current Liabilities | 9,925,853 | 13,770,110 |
Long-term loans | 48,998 | 283,860 |
Operating lease liabilities - noncurrent | 93,351 | 138,620 |
Deferred tax liabilities | ||
Total Liabilities | 10,068,202 | 14,192,590 |
Stockholders’ Equity: | ||
Series A Preferred Stock,$0.0001 par value, 30,000,000 shares authorized, 19,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021. | 1,900 | 1,900 |
Common stock, $0.0001 par value, 500,000,000 shares authorized, 38,502,954 shares issued and outstanding as of September 30, 2022 and December 31, 2021. | 3,850 | 3,850 |
Additional paid in capital | 19,933,793 | 19,933,793 |
Accumulated deficit | (5,487,155) | (6,876,227) |
Accumulated other comprehensive loss | 180,345 | 1,500,727 |
Stockholders’ Equity (Deficit) - Muliang Viagoo Technology Inc. and Subsidiaries | 14,632,733 | 14,564,043 |
Noncontrolling interest | 143,032 | 143,814 |
Total Stockholders’ Equity (Deficit) | 14,775,765 | 14,707,857 |
Total Liabilities and Stockholders’ Equity | $ 24,843,967 | $ 28,900,447 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 38,502,954 | 38,502,954 |
Common stock, shares outstanding | 38,502,954 | 38,502,954 |
Series A Preferred Stock | ||
Preferred Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred Stock, shares issued | 19,000,000 | 19,000,000 |
Preferred Stock, shares outstanding | 19,000,000 | 19,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 3,594,146 | $ 3,341,530 | $ 7,083,647 | $ 7,473,169 |
Cost of goods sold | 2,077,995 | 2,154,786 | 4,017,623 | 4,562,831 |
Gross profit (loss) | 1,516,151 | 1,186,744 | 3,066,024 | 2,910,338 |
Operating expenses: | ||||
General and administrative expenses | 362,562 | 348,288 | 708,796 | 1,057,544 |
Selling expenses | 97,798 | 122,274 | 218,395 | 331,678 |
Total operating expenses | 460,360 | 470,562 | 927,191 | 1,389,222 |
Income (Loss) from operations | 1,055,791 | 716,182 | 2,138,833 | 1,521,116 |
Other income (expense): | ||||
Interest income (expense) | 13,419 | (25,884) | (64,147) | (91,529) |
Asset impairment loss | (241,730) | (241,730) | ||
Other income (expense), net | 6,771 | 43,773 | 8,313 | 103,513 |
Total other income (expense) | (221,540) | 17,889 | (297,564) | 11,984 |
Income (Loss) before income taxes | 834,251 | 734,071 | 1,841,269 | 1,533,100 |
Income taxes | 441,266 | 7,469 | 447,672 | 7,469 |
Net income | 392,985 | 726,602 | 1,393,597 | 1,525,631 |
Net income (loss) attributable to noncontrolling interest | 4,636 | 4,351 | 4,524 | 1,900 |
Net income (loss) attributable to Muliang Viagoo Technology Inc. common stockholders | 388,349 | 722,251 | 1,389,073 | 1,523,731 |
Other comprehensive income (loss): | ||||
Unrealized foreign currency translation adjustment | (903,392) | (300,048) | (1,315,075) | (128,750) |
Total Comprehensive income(loss) | (510,407) | 426,554 | 78,522 | 1,396,881 |
Total comprehensive (income) loss attributable to noncontrolliing interests | (2,167) | 4,682 | (783) | 2,322 |
Total comprehensive (income) loss attributable to Muliang Viagoo Technology Inc. common stockholders | $ (508,240) | $ 421,872 | $ 79,305 | $ 1,394,559 |
Earnings per common share | ||||
Basic and diluted (in Dollars per share) | $ 0.01 | $ 0.02 | $ 0.04 | $ 0.04 |
Weighted average common shares outstanding | ||||
Basic (in Shares) | 38,502,954 | 38,502,954 | 38,502,954 | 38,502,954 |
Diluted (in Shares) | 38,502,954 | 38,502,954 | 38,502,954 | 38,502,954 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Earnings per common share, diluted | $ 0.02 | $ 0.02 | $ 0.04 | $ 0.04 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 1,900 | $ 3,850 | $ 19,933,793 | $ (8,596,332) | $ 1,128,351 | $ 129,841 | $ 12,601,403 |
Balance (in Shares) at Dec. 31, 2020 | 19,000,000 | 38,502,954 | |||||
Net income | 1,519,380 | 6,251 | 1,525,631 | ||||
Foreign currency translation adjustment | (127,997) | (753) | (128,750) | ||||
Balance at Sep. 30, 2021 | $ 1,900 | $ 3,850 | 19,933,793 | (7,076,952) | 1,000,354 | 135,339 | 13,998,284 |
Balance (in Shares) at Sep. 30, 2021 | 19,000,000 | 38,502,954 | |||||
Balance at Dec. 31, 2021 | $ 1,900 | $ 3,850 | 19,933,793 | (6,876,227) | 1,500,727 | 143,814 | 14,707,857 |
Balance (in Shares) at Dec. 31, 2021 | 19,000,000 | 38,502,954 | |||||
Net income | 1,389,073 | 4,524 | 1,393,597 | ||||
Foreign currency translation adjustment | (1,320,382) | (5,307) | (1,325,689) | ||||
Balance at Sep. 30, 2022 | $ 1,900 | $ 3,850 | $ 19,933,793 | $ (5,487,154) | $ 180,345 | $ 143,031 | $ 14,775,765 |
Balance (in Shares) at Sep. 30, 2022 | 19,000,000 | 38,502,954 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 1,393,597 | $ 1,525,631 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 524,121 | 532,346 |
Asset impairment loss | 241,730 | |
Amortization of right of use assets | 79,517 | 18,432 |
Deferred tax assets | ||
Employment cost settled by issuing common stock | ||
Changes in assets and liabilities: | ||
Accounts receivable | (703,821) | 4,660,950 |
Inventories | (1,442,971) | (114,159) |
Prepayment | 3,653,412 | (979,020) |
Other receivables | (1,629,424) | 10,746,267 |
Accounts payable and accrued payables | (3,115,395) | (9,107,812) |
Advances from customers | (185,579) | 205,507 |
Lease liability | (42,303) | (31,151) |
Other payables | (353,255) | (3,068,139) |
Net cash provided by operating activities | (1,135,389) | 4,388,257 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Property, plant and equipment, net | (128,623) | (1,221,133) |
Net cash used in investing activities | (128,623) | (1,221,133) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from (repayment to) related party | 1,435,411 | 1,023,389 |
Repayment of short-term loans | (262,875) | (4,617,637) |
Net cash used in financing activities | 1,172,536 | (3,594,247) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 294,264 | 156,869 |
NET INCREASE (DECREASE) IN CASH | 202,788 | (270,255) |
CASH, BEGINNING OF PERIOD | 38,013 | 348,834 |
CASH, END OF PERIOD | 240,801 | 78,579 |
Cash paid during the period for: | ||
Cash paid for interest expense, net of capitalized interest | 98,836 | (1,220,446) |
Cash paid for income tax | ||
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||
Long term investment without paying cash | 10,812 | |
Recognition of operating lease right of use asset | $ 190,029 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Nature of Operations [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Muliang Viagoo Technology, Inc (“Muliang Viagoo”), formerly known as M & A Holding Corporation., Mullan Agritech Inc., and Muliang Agritech Inc. was incorporated under the laws of the State of Nevada on November 5, 2014. Muliang Viagoo’s core business activities of developing, manufacturing, and selling organic fertilizers and bio-organic fertilizers for use in the agricultural industry are conducted through several indirectly owned subsidiaries in China. On June 9, 2016, M & A Holding Corporation filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, changing its name from “M & A Holding Corporation,” to “Mullan Agritech, Inc.” On July 11, 2016, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace the change of the corporate name from “M & A Holding Corporation” to “Mullan Agritech, Inc.” and effective on such date. On April 4, 2019, the Company changed its corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.” The name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG”. On June 26, 2020, Muliang Agritech, Inc. filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, changing its name from “Muliang Agritech, Inc.” to “Muliang Viagoo Technology, Inc.”. The Company will trade under the new name upon approval by FINRA. History Shanghai Muliang Industry Co., Ltd. (referred to herein as “Muliang Industry”) was incorporated in PRC on December 7, 2006 as a limited liability company, owned 95% by Lirong Wang and 5% by Zongfang Wang. Muliang Industry through its own operations and subsidiaries is engaged in developing, manufacturing, and selling organic fertilizers and bio-organic fertilizers for use in the agricultural industry. On May 27, 2013, Muliang Industry entered into and consummated an equity purchase agreement whereby it acquired 99% of the outstanding equity of Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang”), a corporation organized under the laws of the People’s Republic of China. Fukang was incorporated in Weihai City, Shandong Province on January 6, 2009. Fukang is focused on the distribution of organic fertilizers and the development of new bio-organic fertilizers. As a result of the completion of the transaction, Fukang became a 99% owned subsidiary of Muliang Industry, with the remaining 1% equity interest owned by Mr. Hui Song. On July 11, 2013, Muliang Industry established a wholly-owned subsidiary, Shanghai Muliang Agritech Development Co., Ltd. (“Agritech Development”) in Shanghai, China. On November 6, 2013, Muliang Industry sold 40% of the outstanding equity of Agritech Development to Mr. Jianping Zhang for consideration of approximately $65,000 or RMB 400,000. Agritech Development does not currently conduct any operations. On July 17, 2013, Muliang Industry entered into an equity purchase agreement to acquire 100% of the outstanding equity of Shanghai Zongbao Environmental Construction Co., Ltd. (“Shanghai Zongbao”) with consideration of approximately $3.2 million or RMB 20 million, effectively becoming the wholly-owned subsidiary of Muliang Industry. Shanghai Zongbao was incorporated in Shanghai on January 25, 2008. Shanghai Zongbao processes and distributes organic fertilizers. Shanghai Zongbao wholly owns Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou”). On August 21, 2014, Muliang Agricultural Limited (“Muliang HK”) was incorporated in Hong Kong as an investment holding company. January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in the People’s Republic of China (“PRC”). On July 8, 2015, Muliang Viagoo entered into certain stock purchase agreement with Muliang HK, pursuant to which Muliang Viagoo, for a consideration of $5,000, acquired 100% interest in Muliang HK and its wholly-owned subsidiary Shanghai Mufeng. Both Muliang HK and Shanghai Mufeng are controlled by the Company’s sole officer and director, Lirong Wang. On July 23, 2015, Muliang Industry established a wholly-owned subsidiary, Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”) in Shanghai, China. On September 3, 2015, Muliang Viagoo effected a split of its outstanding common stock resulting in an aggregate of 150,525,000 shares outstanding, of which 120,000,000 were owned by Chenxi Shi, the founder of Muliang Viagoo and its sole officer and director. The remaining 30,525,000 were held by a total of 39 investors. On January 11, 2016, Muliang Viagoo issued 129,475,000 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the sole officer and director of Muliang Viagoo, transferred 120,000,000 shares of common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement. On February 10, 2016, Shanghai Mufeng entered into a set of contractual agreements known as Variable Interest Entity (“VIE”) Agreements, including (1) Exclusive Technical Consulting and Service Agreement, (2) Equity Pledge Agreement, and (3) Call Option Cooperation Agreement, with Muliang Industry, and its Principal Shareholders. As a result of the Stock Purchase Agreement and the set of VIE Agreements, Shanghai Muliang Industry Co., Ltd. and its consolidated subsidiaries became entities controlled by Muliang Viagoo, whereby Muliang Viagoo would derive all substantial economic benefits generated by Muliang Industry and its subsidiaries. As a result, Muliang Viagoo has a direct wholly-owned subsidiary, Muliang HK, and an indirect wholly-owned subsidiary Shanghai Mufeng. In addition, through its VIE Agreements, Muliang Viagoo exercises control over Muliang Industry. Muliang Industry has two wholly-owned subsidiaries (Shanghai Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly-owned subsidiary Zongbao Cangzhou. On June 6, 2016, Muliang Industry established a wholly-owned subsidiary, namely, Muliang (Ningling) Bio-chemical Fertilizer Co. Ltd (“Ningling Fertilizer”) in Henan Province. Ningling Fertilizer is set up for a new production line of bio-chemical fertilizer and has not begun any operation yet. On July 7, 2016, Muliang Industry established a subsidiary, namely, Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”) in Beijing City, China. Muliang Industry owns 65% shares of Zhonglian, and a third-party company, Zhongrui Huilian (Beijing) Technology Co., Ltd, owns the other 35% shares. Zhonglian is to develop and operate an online agricultural products trading platform. On October 27, 2016, Muliang Industry established a subsidiary, Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd., owns the other 45% shares. Yunnan Muliang was set up for the sales development of West China. On October 12, 2017, the Company canceled the registration of Ningling with the administrative authorities for Industry and Commerce. Ningling has historically been reported as a component of our operations and incurred $33,323 to loss before income taxes provisions for the year ended December 31, 2017. The termination does not constitute a strategic shift that will have a major effect on our operations or financial results. As such, the termination is not classified as discontinued operations in our consolidated financial statements. On June 19, 2020, the Company entered into a Share Exchange Agreement with Viagoo Pte Ltd. and all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. Pursuant to the SEA, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder’s right, title and interest in and to the Viagoo’s capital stock. The aggregate purchase price for the Shares was US$2,830,800, paid in 1,011,000 shares of the Company’s restricted common stock, valued at $2.80 per share. Muliang HK, Shanghai Mufeng, Muliang Industry, Shanghai Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Yunnan Muliang, Zhonglian, and Viagoo are referred to as subsidiaries. The Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity. On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock, the change of corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.”, and the creation of one hundred million (100,000,000) shares of Blank Check Preferred Stock. On April 5, 2019, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Name Change and to authorize the creation of Blank Check Preferred Stock. As a result, the Company’s capital stock consists of 500,000,000 shares of common stock, $0.0001 par value, and 100,000,000 shares of blank check preferred stock, $0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences, or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors. On April 16, 2019, we filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the reverse stock split. Any fractional shares are to be rounded up to whole shares. The reverse stock split does not affect the par value or the number of authorized shares of common stock of the Company. The reverse stock split and the name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG.” On June 19, 2020, Muliang Agritech Inc. entered into a Share Exchange Agreement with Viagoo Pte Ltd. (“Viagoo”) and all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. On June 26, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada, changing its name from “Muliang Agritech, Inc.” to “Muliang Viagoo Technology, Inc.” Viagoo is a Singapore-based logistics sharing platform that enables shippers and carriers to share and optimize resources to lower costs and increase efficiency. From last-mile delivery to cross-border transportation, the platform provides digital transaction contracts for customers to source for service providers to deliver goods and services conveniently. Viagoo partners with various Singapore agencies to promote the platform to support urban logistics need in Singapore, such as Enterprise Singapore, a government agency to support Singapore small and medium businesses, and Singapore Logistics Association. Pursuant to the SEA, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder’s right, title and interest in and to the Viagoo’s capital stock. The aggregate purchase price for the Shares was US$2,830,800, paid in 1,011,000 shares of the Company’s restricted common stock, valued at $2.80 per share. The Company recognized $673,278 in goodwill as a result of this transaction. Management determined that the results of operations of Viagoo from June 19, 2020, to June 30, 2020, were not material to the Company’s consolidated results of operations, and as a result, has excluded them from the Company’s consolidated results of operations and cash flows for the six months ended June 30, 2020. Muliang Viagoo Technology Inc, Muliang HK, Shanghai Mufeng, Muliang Industry, Shanghai Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Yunnan Muliang, Zhonglian, and Viagoo are referred to as subsidiaries. The Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity. The consolidated financial statements were prepared assuming that the Company has controlled Muliang HK and its intermediary holding companies, operating subsidiaries, and variable interest entities: Shanghai Mufeng, Muliang Industry, Shanghai Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Heilongjiang, and Agritech Development, from the first period presented. The transactions detailed above have been accounted for as reverse takeover transactions and a recapitalization of the Company; accordingly, the Company (the legal acquirer) is considered the accounting acquiree, and Muliang HK (the legal acquiree) is considered the accounting acquirer. No goodwill has been recorded for these transactions. As a result of this transaction, the Company is deemed to be a continuation of the business of Muliang HK, Shanghai Mufeng, and Muliang Industry. Liquidity and Going Concern As reflected in the accompanying consolidated financial statements, we had a net income of $1,393,597 and $1,525,631 for the nine months ended September 30, 2022, and 2021, respectively. Our cash balances as of September 30, 2022, and December 31, 2021, were $240,801 and $38,013, respectively. We had current liabilities of $9,925,853 and $13,770,110 on September 30, 2022, and December 31, 2021, which would be due within the next 12 months. In addition, we had a net current assets (working capital) of $6,626,068 and $5,403,720 at September 30, 2022 and December 31, 2021, respectively. According to the normal operation, the company does not have problems with business sustainability. But the new covid-19 pandemic from the beginning of 2020 greatly impacts the company’s operation. In 2021, the company’s sales had declined, and the recovery of accounts receivable was slow. As a result, the Company has taken the following measures :(1) while actively opening up new markets and new customers, the Company have increased the collection of accounts receivable and strive to control the turnover days of accounts receivable to be within 90 days at the end of 2022;(2) In 2021, the company has completed the disposal of Shanghai industrial land transfer transaction and paid off all loans. Because the company is gradually recovering the accounts receivables affected by the Covid-19, and the sales are gradually returning to the normal level, the company’s current cash revenue and expenditure are normal, which did not affect the normal operation. Now, after Covid-19, the company has no problems with business sustainability. IPO financing will be used for new investments to expand the operating scale and does not affect the existing operating scale. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with US GAAP. However, the basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). Therefore, the differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2021. Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and various other assumptions that are reasonable under the circumstances. Accordingly, actual results may differ from these estimates. Significant estimates include the useful lives of property and equipment, land use rights, assumptions used in assessing the collectability of receivables, and impairment for long-term assets. Basis of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated VIEs, including the VIEs’ subsidiaries, for which Muliang Viagoo is the primary beneficiary. All transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries have been eliminated upon consolidation. As PRC laws and regulations welcome to invest in organic fertilizer industry businesses, Muliang Viagoo operates its fertilizer business in the PRC through Muliang Industry and its subsidiaries, which are collectively referred as the “WFOEs”. By entering into a series of agreements (the “VIE Agreements”), Muliang Viagoo, through WFOEs, obtained control over Muliang Industry and its subsidiaries (collectively referred as “VIEs”). The VIE Agreements enable Muliang Viagoo to (1) have power to direct the activities that most significantly affect the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, Muliang Viagoo is considered the primary beneficiary of the VIEs and has consolidated the VIEs’ financial results of operations, assets and liabilities in Muliang Viagoo’s consolidated financial statements. In making the conclusion that Muliang Viagoo is the primary beneficiary of the VIEs, Muliang Viagoo’s rights under the Power of Attorney also provide Muliang Viagoo’s abilities to direct the activities that most significantly impact the VIEs’ economic performance. Muliang Viagoo also believes that this ability to exercise control ensures that the VIEs will continue to execute and renew the Master Exclusive Service Agreement and pay service fees to Muliang Viagoo. By charging service fees to be determined and adjusted at the sole discretion of Muliang Viagoo, and by ensuring that the Master Exclusive Service Agreement is executed and remains effective, Muliang Viagoo has the rights to receive substantially all of the economic benefits from the VIEs. Comparative VIE financials, are set forth below: As of As of Current assets $ 15,700,547 $ 18,972,383 Non-current assets 7,616,546 8,995,363 Total Assets 23,317,093 27,967,746 Current liabilities 8,516,935 12,788,253 Non-current liabilities 109,526 422,480 Total liabilities 8,626,461 20,745,846 Total shareholders’ equity (deficit) $ 14,690,632 $ 7,221,900 For nine months ended 2022 2021 Net income $ 1,650,353 $ 1,826,067 Net cash provided by (used in) operating activities (1,038,837 ) 4,814,649 Net cash provided by (used in) investment activities (128,623 ) (1,221,133 ) Net cash provided by (used in) financing activities $ 1,172,536 $ (3,593,475 ) Quantitative Metrics of the VIE, Shanghai Muliang Industry Co., Ltd.are set forth below: For the nine months ended September 30, 2022 Parent company WFOE (Shanghai Mufeng) - Note 3 Shanghai Muliang Industry Co., Ltd. and its subsidiaries (the VIEs) Subsidiaries Elimination of intercompany balances Consolidated Financials % of the Consolidated Financials A B C D E F=A+B+C+D+E G=C/F Cash and cash equivalence $ - - 10,280 230,521 - 240,801 4 % Current assets - - 15,700,547 851,374 - 16,551,921 95 % Intercompany receivable from VIE - Note 3 9,135,651 - - (9,135,651 ) - N/A Investment in Subsidiaries 1,994,535 Note 1 - - - (1,994,535 ) - N/A Total Assets $ 1,994,535 9,135,651 23,317,093 1,526,874 (11,130,186 ) 24,843,967 94 % Current liabilities 11,784 31,081 8,516,935 1,366,053 9,925,853 86 % Intercompany payable to WFOE - - 9,135,651 - (9,135,651 ) - N/A Total liabilities $ 11,784 31,081 8,626,461 1,398,876 10,068,202 86 % Total shareholders’ equity (deficit) $ 1,982,751 9,104,570 14,690,632 Note 2 127,998 (11,130,186 ) 14,775,765 99 % Revenues - - 6,474,751 608,896 - 7,083,647 91 % Gross profit - - 2,826,333 239,691 - 3,066,024 92 % Service fee expense from VIE to WFOE - - 1,600,538 - (1,600,538 ) - N/A Total operating expenses - - 2,083,787 443,942 (1,600,538 ) 927,191 225 % Operating Income - 1,600,538 2,343,084 (204,251 ) (1,600,538 ) 2,138,833 110 % Income from VIE - 1,600,538 - - (1,600,538 ) - N/A Income (loss) from investment 1,703,660 - - - (1,703,660 ) - N/A Net income (loss) $ 1,703,660 1,600,538 - (206,941 ) (3,304,198 ) 1,393,597 0 % Total Comprehensive Income 1,703,660 1,600,538 88,523 (10,001 ) (3,304,198 ) 78,522 113 % OPERATING ACTIVITIES Net income 1,703,660 1,600,538 1,650,353 (256,756 ) (3,304,198 ) 1,393,597 118 % Equity in earnings of subsidiaries (1,703,660 ) - - 1,703,660 - N/A Intercompany receivable / payable between WFOE and VIE - (1,600,538 ) 1,600,538 - - - N/A Net cash provided by (used in) operating activities $ - - (1,038,837 ) (96,551 ) - (1,135,388 ) 91 % Net cash provided by (used in) investment activities - - (128,623 ) - - (128,623 ) 100 % Net cash provided by (used in) financing activities $ - - 1,172,536 - - 1,172,536 100 % Note 1 The investment refers to the acquisition of 100% shares of Viagoo Pte Ltd, paid in 1,011,000 shares on June 19, 2020, by the Company Note 2 The Company’s shareholders would not hold any ownership interest, direct or indirect, in the operating company in China, i.e. the VIE, and would merely have a contractual relationship with the VIE. Note 3 The intercompany balances of $9,135,651 between the WOFE and the VIE arising from the service fee income payable to the WOFE by the VIE; the intercompany balances do not include any loans between the WOFE and the VIE. The amount is accumulated from the date that the VIE agreements when into effect on February 16, 2016. As the Company has disclosed, the VIE has not paid amounts in cash or other means to settle the payables balances owed by the VIE to the WOFE. VIE Agreements that were entered to give Muliang Viagoo effective control over the VIEs include: Voting Rights Proxy Agreement and Irrevocable Power of Attorney Under which each shareholder of the VIEs grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers of the VIEs as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders of the VIEs. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIEs do not have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the WFOEs. Exclusive Option Agreement Under which each shareholder of the VIEs granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from such shareholders of the VIEs, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in the VIEs for a purchase price equal to the registered capital. The shareholders of the VIEs will then return the purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own option. The VIEs and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividends. The restated option agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIEs. Spousal Consent The spouse of each shareholder of the VIEs has entered into a spousal consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or her spouse in the VIEs in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests held by his or her spouse in the VIEs do not constitute property jointly owned with his or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests. Loan Agreement Pursuant to the loan agreements between WFOEs and each shareholder of the VIEs, WFOEs extended loans to the shareholders of the VIEs, who had contributed the loan principal to the VIEs as registered capital. The shareholders of VIEs may repay the loans only by transferring their respective equity interests in VIEs to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder. VIE Agreements that enables Muliang Viagoo to receive substantially all of the economic benefits from the VIEs include: Equity Interest Pledge Agreement Pursuant to equity interest pledge agreement, each shareholder of the VIEs has pledged all of his or her equity interest held in the VIEs to WFOEs to secure the performance by VIEs and their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services provided. In the event that the VIEs breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged equity interests. The shareholders of the VIEs shall not transfer their equity interests or create or permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire or terminate. Master Exclusive Service Agreement Pursuant to exclusive service agreement, WFOEs have the exclusive right to provide the VIEs with technical support, consulting services and other services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIEs may not accept any services covered by this agreement provided by any third party. The VIEs agree to pay service fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing. Risks in relation to the VIE structure Muliang viagoo believes that the contractual arrangements with the VIEs and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit Muliang Viagoo’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: ● Revoke the business and operating licenses of Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Discontinue or restrict the operations of any related-party transactions among Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Impose fines or other requirements on Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Require Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or; ● Restrict or prohibit Muliang Viagoo’s use of the proceeds of the additional public offering to finance Muliang Viagoo’s business and operations in China; ● Shut down Muliang Viagoo’s servers or blocking Muliang Viagoo’s online platform; ● Discontinue or place restrictions or onerous conditions on Muliang Viagoo’s operations; and/or ● Require Muliang Viagoo to undergo a costly and disruptive restructuring. Muliang Viagoo’s ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, Muliang Viagoo may not be able to consolidate the VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and its shareholders, and it may lose the ability to receive economic benefits from the VIEs. Muliang Viagoo currently does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs, or the VIEs. The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs and their subsidiaries, which are included in Muliang Viagoo’s consolidated financial statements after the elimination of intercompany balances and transactions: Under the VIE Arrangements, Muliang Viagoo has the power to direct activities of the VIEs and can have assets transferred out of the VIEs. Therefore, Muliang Viagoo considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for assets that correspond to the amount of the registered capital and PRC statutory reserves, if any. As the VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of Muliang Viagoo for any of the liabilities of the VIEs. Currently there is no contractual arrangement which requires Muliang Viagoo to provide additional financial support to the VIEs. However, as Muliang Viagoo conducts its businesses primarily based on the licenses held by the VIEs, Muliang Viagoo has provided and will continue to provide financial support to the VIEs. Revenue-producing assets held by the VIEs include certain internet content provision (“ICP”) licenses and other licenses, domain names and trademarks. The ICP licenses and other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC, and therefore are integral to Muliang Viagoo’s operations. The ICP licenses require that core PRC trademark registrations and domain names are held by the VIEs that provide the relevant services. Muliang Viagoo consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 20% interest in Yunnan Muliang, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements. The variable interest entities consolidated for which the Company is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. In addition, the Company maintains cash with various financial institutions. Accounts Receivable Accounts receivables are presented net of an allowance for credit losses. In addition, the Company maintains allowances for estimated credit losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when 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, a customer’s historical payment history, current creditworthiness, forward looking assessments of potential future losses, and current economic trends. Accounts are written off after exhaustive efforts at collection. Inventories Inventories, consisting of raw materials, work in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method. Property, Plant, and Equipment Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Included in property and equipment is construction-in-progress, which consists of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the construction period or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use. Estimated useful lives of the Company’s assets are as follows: Useful Life Building 20 years Operating equipment 5-10 years Vehicle 3-5 years Electronic equipment 3-20 years Office equipment 3-20 years Apple orchard 10 years The apple orchard includes rental of an apple farm, labor cost, fertilizers, apple seeds, apple seedlings, etc. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for an apple tree is 10 years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees, or grafted varieties are fruited are capitalized into inventory and included in Work in Process—apple orchard, a component of inventories. Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of the cost of goods sold. Therefore, similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results. Intangible Assets Included in the intangible assets are land-use rights. According to the laws of the PRC, the government owns all the land in the PRC. Therefore, companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life. Estimated useful lives of the Company’s intangible assets are as follows: Useful Life Land use rights 50 years Non-patented technology 10 years The Company carries intangible assets at a cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over the estimated useful life of 50 years for the land use rights. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2022, and 2021. Advances from Customers Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. Non-controlling Interest Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control is accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations. Upon loss of control, the interest sold and interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. Revenue Recognition On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Accordingly, results for the reporting period beginning after January 1, 2018, are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. Management has determined that the adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period, nor did it result in a cumulative effect adjustment to opening retained earnings. Revenue for the sale of products is derived from contracts with customers, which primarily include the sale of fertilizer products and environmental protection equipment. The Company’s sales arrangements do not contain variable consideration. Instead, the Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied, and control of the products has been transferred to the customer. For the vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered and customer acceptance is made. Revenue for logistics-related services is derived from Viagoo subsidiaries. Through an online service platform, the company provides the operation management service to support customers. For VTM service, revenue is charged to carriers based on a certain percentage of the freight charges. For VES service, revenue is recognized based on monthly subscriptions by vehicles and by users. For system integration service, revenue is recognized over time based on the progress of the project and annual maintenance service. Cost of Sales Cost of sales consists primarily of raw materials, utility, and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense, and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping, and handling costs, purchasing and receiving costs. Income Taxes The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax. Related Parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to the extent that one of the transacting parties might be prevented from fully pursuing its separate interests. The Company discloses all related party transactions. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital, and distributions to stockholders. The Company’s comprehensive income (loss) consists of net income (loss) and unrealized gains from foreign currency translation adjustments. Foreign Currency Translation The Company’s functional currency is the Chinese Renminbi (“RMB”) and Singapore Dollar (“SGD”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for the nine months ended September 30, 2022, and 2021 was a loss of $1,315,075 and a loss of $128,750, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Accordingly, transaction gains or losses have not had, and are not expected to have, a material effect on the Company’s results of operations. For business in China, asset and liability accounts at September 30, 2022, and December 31, 2021, were translated at 7.1099 RMB to $1 USD and 6.3588 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the nine months ended September 30, 2022, and 2021 were 6.6001 RMB and 6.4694 RMB to $1 USD, respectively. For business in Singapore, asset and liability accounts at September 30, 2022, and December 31, 2021, were translated at 1.4341 SGD to $1 USD and 1.3493 SGD to $1 USD, respectively. The average translation rate applied to the statements of income for the nine months ended September 30, 2022,and 2021 was 1.3755 SGD to $1 USD and 1.3389 SGD to $1 USD, respectively. Earnings (Loss) per Share Basic earnings per share are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share give effect to all dilutive potential of shares of common stock outstanding during the period, including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share exclude all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities on September 30, 2022, and December 31, 2021, and for the nine months ended September 30, 2022, and 2021. Fair Value of Financial Instruments The Company adopted the guidance of ASC Topic 820 for fair value measurements, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: September 30, December 31, 2022 2021 Accounts receivable $ 11,744,147 $ 12,710,362 Less: Allowance for credit losses (1,071,410 ) (1,276,858 ) Total, net $ 10,672,737 $ 11,433,504 The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company did not recognize additional credit losses for the nine months ended September 30, 2022, and 2021. The allowance balance as of September 30, 2022 was carried forward from the prior period. The novel coronavirus epidemic that began in the PRC at the beginning of 2020 has significantly impacted the operation of customers, resulting in delays in collecting outstanding receivables as of September 30, 2022. As of the date of this report, a majority of the Company’s customers have resumed normal operations. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories consisted of the following: September 30, December 31, 2022 2021 Raw materials $ 71,064 $ 51,292 Finished goods 1,388,207 82,621 Less: Provision for impairment - - Total, net $ 1,459,271 $ 133,913 The Company did not recognize a loss from inventory impairment for the nine months ended September 30, 2022, and 2021. |
Prepayment
Prepayment | 9 Months Ended |
Sep. 30, 2022 | |
Prepayment [Abstract] | |
PREPAYMENT | NOTE 5 – PREPAYMENT The prepayment balance of $2,696,624 and $6,805,039 as of September 30, 2022 and December 31, 2021 respectively, represents the advances paid to suppliers for the purchase of raw materials to be delivered in the next operating period. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at September 30, 2022 and December 31, 2021 consisted of: September 30, December 31, 2022 2021 Building $ 2,716,912 $ 3,037,848 Operating equipment 2,661,049 2,981,424 Vehicle 79,717 89,134 Office equipment 78,124 100,851 Apple Orchard 898,849 1,110,067 Construction in progress 2,795,018 3,125,180 9,229,669 10,444,504 Less: Accumulated depreciation (3,279,128 ) (3,250,242 ) $ 5,950,541 $ 7,194,262 For the nine months ended September 30, 2022 and 2021, depreciation expense amounted to $524,121 and $532,346, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to their respective property and equipment category. The construction in progress of $2,795,018 represents the investment of a black goat processing plant located in Shuangbai County, Chuxiong City, Yunnan Province, PRC. |
Right of Use Assets
Right of Use Assets | 9 Months Ended |
Sep. 30, 2022 | |
Right of Use Assets [Abstract] | |
RIGHT OF USE ASSETS | NOTE 7 – RIGHT OF USE ASSETS The total balance of $1,245,690 as of September 30, 2022 represents the net value of two industrial land use rights located in Weihai City, Shandong Province, and Chuxiong City, Yunnan Province. The total cost of land use rights is $1,434,587 and the accumulated amortization is $188,897. |
Deferred Tax Assets, Net
Deferred Tax Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Tax Assets, Net [Abstract] | |
DEFERRED TAX ASSETS, NET | NOTE 8 – DEFERRED TAX ASSETS, NET The components of the deferred tax assets are as follows: September 30, December 31, 2022 2021 Deferred tax assets, non-current Deficit carried-forward $ 78,201 $ 87,438 Allowance 156,834 175,360 Deferred tax assets 235,035 262,798 Less: valuation allowance - - Deferred tax assets, non-current $ 235,035 $ 262,798 Deferred taxation is calculated under the liability method in respect of taxation effect arising from all timing differences, which are expected with reasonable probability to realize in the foreseeable future. The Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2022 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 9 – LOANS PAYABLE Long-term loan and current portion of long-term loan consisted of the following: September 30, December 31, 2022 2021 Loan payable to Rushan City Rural Credit Union, annual interest 8.7875%, due by July 18, 2022 and expected to extended one more year. $ 1,044,318 $ 1,174,756 Long-term loans due to individuals and entities without interest 48,998 283,860 1,093,316 1,458,616 Current portion of long-term loans payable 1,044,318 1,174,756 Total, net $ 48,998 $ 283,860 As of September 30, 2022, the Company’s future loan obligations according to the terms of the loan agreement are as follows: within 1 year $ 1,044,318 1-2 years 48,998 3 years - Total $ 1,093,316 The Company recognized interest expenses of $64,147 and $91,529 for the nine months ended September 30, 2022 and 2021, respectively. |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 10 – STOCKHOLDERS EQUITY Authorized Stock The Company has authorized 500,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. On April 5, 2019, the Company filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the creation of Blank Check Preferred Stock. As a result, the capital stock of the Company consisted of 500,000,000 shares of common stock, $0.0001 par value, and 100,000,000 shares of blank check preferred stock after the filling. On October 30, 2019, 30,000,000 shares were designated to be Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock. Common Share Issuances On June 29, 2018, the outstanding amount of $326,348 due to Mr. Wang, CEO, and Chairman of the Company, was converted into 43,200 shares of Common Shares at $ 7.55 per share. On June 29, 2018, the Company issued 298,518 common shares of the Company at $7.55 for proceeds of $2,255,111 to Mr. Wang, CEO, and Chairman of the Company. On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). No fractional shares of Common Stock will be issued as a result of the reverse stock split. The Stock Split does not affect the par value or the number of authorized shares of the Company’s common stock. On April 16, 2019, the Company filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Reverse stock Split. The reverse stock split took effect on May 7, 2019. The common shares outstanding have been retroactively restated to reflect the reverse stock split. On October 10, 2019, and November 1, 2019, the Company issued a total of 19,000,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 19,000,000 shares of common stock beneficially owned by him. Following the transaction, 19,000,000 shares of common stock were canceled and returned to treasury. On June 19, 2020, Muliang Viagoo Technology Inc. entered into a Share Exchange Agreement with Viagoo Pte Ltd. (“Viagoo”) and all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. Pursuant to the Share Exchange Agreement, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder’s right, title and interest in and to the Viagoo’s capital stock. The aggregate purchase price for the Shares was US$2,830,800, paid in 1,011,000 shares of the Company’s restricted common stock, valued at $2.80 per share. On June 28, 2020, the Company issued 50,000 of restricted common stock as the compensation for Shaw Cheng “David” Chong, the new Chief Financial Officer of the Company. On December 29, 2020, the Company issued 100,000 restricted common stock to two investors for US$280,000, valued at $2.80 per share. As of the date of this report, there were 38,502,954 shares of common stock outstanding. Blank Check Preferred Stock On April 4, 2019, the Company’s Board of Directors and majority shareholder approved the creation of one hundred million (100,000,000) shares of Blank Check Preferred Stock, $0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences, or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors. On April 5, 2019, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to authorize the creation of Blank Check Preferred Stock. On October 30, 2019, 30,000,000 shares were designated to be Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock. Series A Preferred Stock On October 30, 2019, the Company’s Board of Directors and majority shareholder approved to designate 30,000,000 shares as Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock, which the preferences and relative and other rights, and the qualifications, limitations or restrictions thereof, shall be set forth in the discussion below under the “Series A Preferred Stock.” A certificate of designation for the Series A Preferred Stock was filed with the Secretary of State of the State of Nevada on October 30, 2019. The holders of Series A Preferred Stock shall not be entitled to receive dividends of any kind. The Series A Preferred Stock shall not be subject to conversion into Common Stock or other equity authorized to be issued by the Corporation. The holders of the issued and outstanding shares of Series A Preferred Stock shall have voting rights equal to ten (10) shares of Common Stock for each share of Series A Preferred Stock. On November 1, 2019, the Company issued a total of 19,000,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 19,000,000 shares of common stock beneficially owned by him. Following the transaction, 19,000,000 shares of common stock were canceled and returned to the treasury. As of the filing date, there were 19,000,000 shares of Series A Preferred Stock issued outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS *Due from related parties The due from related parties balance of $716,721 as of December 31, 2021, represents the receivable from Mr. Lirong Wang, the CEO and Chairman of the Company. For the nine months ended September 30, 2021, the Company borrowed $2,396,325 from Mr. Lirong Wang, and repaid $1,390,457. These advances are due on demand, non-interest bearing, and unsecured unless further disclosed. *Due to related parties Outstanding balance due to the related parties below are advances to the Company as working capital. These advances are due on demand, non-interest bearing, and unsecured, unless further disclosed. September 30, December 31, 2022 2021 Relationship Mr. Lirong Wang 543,530 - The CEO and Chairman / Actual controlling person Ms. Xueying Sheng 96,563 103,390 Controller/Accounting Manager of the Company Mr. Guohua Lin 46,620 58,039 Senior management / One of the Company’s shareholders Mr. Zhongfang Wang 306 - Father of Lirong Wang Total 687,019 161,429 For the nine months ended September 30, 2022, the Company borrowed $1,260,251 from Mr. Lirong Wang, and repaid $0. For the nine months ended September 30, 2022, the Company borrowed $0 from Mr. Guohua Lin, and repaid $11,419. For the nine months ended September 30, 2021, the Company borrowed $7,435 from Mr. Guohua Lin, and repaid $6,291. For the nine months ended September 30, 2022, the Company borrowed $2,565 from Ms. Xueying Sheng and repaid $9,392. For the nine months ended September 30, 2021, the Company borrowed $12,390 from Ms. Xueying Sheng and repaid $4,510. For the nine months ended September 30, 2022, the Company borrowed $306 from Mr. Zhongfang Wang, and repaid $0. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2022 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 12 – CONCENTRATIONS Customer Concentrations The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the nine months ended September 30, 2022, and 2021. For the nine months ended September 30, Customer 2022 2021 Amount % Amount % A 2,551,090 39 % 2,407,951 32 % B 2,715,338 42 % 2,308,618 31 % Supplier Concentrations The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the nine months ended September 30, 2022 and 2021. For the nine months ended September 30, Suppliers 2022 2021 Amount % Amount % A 1,412,513 30 % N/A N/A B 1,689,611 36 % 593,100 14 % C 691,015 15 % 746,589 17 % D N/A N/A 621,387 15 % E 697,444 15 % 619,532 14 % Credit Risks The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the PRC’s political, economic, and legal environment and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. As a result, the Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. On September 30, 2022, and December 31, 2021, the Company’s cash balances by geographic area were as follows: September 30, December 31, China $ 10,280 4 % $ 31,787 84 % Singapore 230,521 96 % 6,226 16 % Total cash and cash equivalents $ 240,801 100 % $ 38,013 100 % |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES United States Muliang Viagoo was established in the State of Nevada in the United States and is subject to Nevada State and US Federal tax laws. Muliang Viagoo has approximately $97,672 of unused net operating losses (“NOLs”) available for carrying forward to future years for U.S. federal income tax reporting purposes. The benefit from the carry forward of such NOLs will begin expiring during the year ended December 31, 2034. Because United States tax laws limit the time during which NOL carry forwards may be applied against future taxable income, the Company may be unable to take full advantage of its NOLs for federal income tax purposes should the Company generate taxable income. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes. Hong Kong Muliang HK is established in Hong Kong, and its income is subject to a 16.5% profit tax rate for income sourced within the Special Administrative Region. For the nine months ended September 30, 2022 and 2021, Muliang HK did not earn any income derived in Hong Kong, and therefore was not subject to Hong Kong Profits Tax. Singapore Viagoo is incorporated in Singapore where tax is levied on profits at rate of 17.0%. Singapore uses a territorial tax system. Post-tax profit distributions (i.e., dividends) to shareholders are tax-free. Singapore does not tax on capital gains. China, PRC Shanghai Mufeng and its subsidiaries Muliang Industry, Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Zhongliang, Heilongjiang and Yunnan Muliang are established in China and its income is subject to income tax rate of 25%. The reconciliation of effective income tax rate as follows: For the Nine Months Ended September 30, September 30, 2022 2021 US Statutory income tax rate 21 % 21 % Valuation allowance (21 )% (21 )% Total - - Accounting for Uncertainty in Income Taxes The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. Therefore, it is uncertain whether the PRC tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional tax liabilities. ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Accordingly, the management evaluated the Company’s tax positions and concluded that no provision for uncertainty in income taxes was necessary as of September 30, 2022, and December 31, 2021. The provision for income taxes consists of the following: For the Nine Months Ended 2022 2021 Current $ 447,672 $ 7,469 Deferred - - Total $ 447,672 $ 7,469 |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | NOTE 14 – BUSINESS SEGMENTS The revenues and cost of goods sold from operation consist of the following: Revenues Cost of Sales For the Nine Months For the Nine Months September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Fertilizer sales $ 6,474,751 $ 6,856,190 $ 3,648,418 $ 4,234,896 Logistic 608,896 616,859 369,205 327,845 Others - 120 - 90 Total $ 7,083,647 $ 7,473,169 $ 4,017,623 $ 4,562,831 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to September 30, 2022, but prior to November 21, 2022, the date the financial statements were available to be issued, there was no subsequent event that would require disclosure to or adjustment to the financial statements other than the ones disclosed above. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with US GAAP. However, the basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). Therefore, the differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and various other assumptions that are reasonable under the circumstances. Accordingly, actual results may differ from these estimates. Significant estimates include the useful lives of property and equipment, land use rights, assumptions used in assessing the collectability of receivables, and impairment for long-term assets. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated VIEs, including the VIEs’ subsidiaries, for which Muliang Viagoo is the primary beneficiary. All transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries have been eliminated upon consolidation. As PRC laws and regulations welcome to invest in organic fertilizer industry businesses, Muliang Viagoo operates its fertilizer business in the PRC through Muliang Industry and its subsidiaries, which are collectively referred as the “WFOEs”. By entering into a series of agreements (the “VIE Agreements”), Muliang Viagoo, through WFOEs, obtained control over Muliang Industry and its subsidiaries (collectively referred as “VIEs”). The VIE Agreements enable Muliang Viagoo to (1) have power to direct the activities that most significantly affect the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, Muliang Viagoo is considered the primary beneficiary of the VIEs and has consolidated the VIEs’ financial results of operations, assets and liabilities in Muliang Viagoo’s consolidated financial statements. In making the conclusion that Muliang Viagoo is the primary beneficiary of the VIEs, Muliang Viagoo’s rights under the Power of Attorney also provide Muliang Viagoo’s abilities to direct the activities that most significantly impact the VIEs’ economic performance. Muliang Viagoo also believes that this ability to exercise control ensures that the VIEs will continue to execute and renew the Master Exclusive Service Agreement and pay service fees to Muliang Viagoo. By charging service fees to be determined and adjusted at the sole discretion of Muliang Viagoo, and by ensuring that the Master Exclusive Service Agreement is executed and remains effective, Muliang Viagoo has the rights to receive substantially all of the economic benefits from the VIEs. Comparative VIE financials, are set forth below: As of As of Current assets $ 15,700,547 $ 18,972,383 Non-current assets 7,616,546 8,995,363 Total Assets 23,317,093 27,967,746 Current liabilities 8,516,935 12,788,253 Non-current liabilities 109,526 422,480 Total liabilities 8,626,461 20,745,846 Total shareholders’ equity (deficit) $ 14,690,632 $ 7,221,900 For nine months ended 2022 2021 Net income $ 1,650,353 $ 1,826,067 Net cash provided by (used in) operating activities (1,038,837 ) 4,814,649 Net cash provided by (used in) investment activities (128,623 ) (1,221,133 ) Net cash provided by (used in) financing activities $ 1,172,536 $ (3,593,475 ) Quantitative Metrics of the VIE, Shanghai Muliang Industry Co., Ltd.are set forth below: For the nine months ended September 30, 2022 Parent company WFOE (Shanghai Mufeng) - Note 3 Shanghai Muliang Industry Co., Ltd. and its subsidiaries (the VIEs) Subsidiaries Elimination of intercompany balances Consolidated Financials % of the Consolidated Financials A B C D E F=A+B+C+D+E G=C/F Cash and cash equivalence $ - - 10,280 230,521 - 240,801 4 % Current assets - - 15,700,547 851,374 - 16,551,921 95 % Intercompany receivable from VIE - Note 3 9,135,651 - - (9,135,651 ) - N/A Investment in Subsidiaries 1,994,535 Note 1 - - - (1,994,535 ) - N/A Total Assets $ 1,994,535 9,135,651 23,317,093 1,526,874 (11,130,186 ) 24,843,967 94 % Current liabilities 11,784 31,081 8,516,935 1,366,053 9,925,853 86 % Intercompany payable to WFOE - - 9,135,651 - (9,135,651 ) - N/A Total liabilities $ 11,784 31,081 8,626,461 1,398,876 10,068,202 86 % Total shareholders’ equity (deficit) $ 1,982,751 9,104,570 14,690,632 Note 2 127,998 (11,130,186 ) 14,775,765 99 % Revenues - - 6,474,751 608,896 - 7,083,647 91 % Gross profit - - 2,826,333 239,691 - 3,066,024 92 % Service fee expense from VIE to WFOE - - 1,600,538 - (1,600,538 ) - N/A Total operating expenses - - 2,083,787 443,942 (1,600,538 ) 927,191 225 % Operating Income - 1,600,538 2,343,084 (204,251 ) (1,600,538 ) 2,138,833 110 % Income from VIE - 1,600,538 - - (1,600,538 ) - N/A Income (loss) from investment 1,703,660 - - - (1,703,660 ) - N/A Net income (loss) $ 1,703,660 1,600,538 - (206,941 ) (3,304,198 ) 1,393,597 0 % Total Comprehensive Income 1,703,660 1,600,538 88,523 (10,001 ) (3,304,198 ) 78,522 113 % OPERATING ACTIVITIES Net income 1,703,660 1,600,538 1,650,353 (256,756 ) (3,304,198 ) 1,393,597 118 % Equity in earnings of subsidiaries (1,703,660 ) - - 1,703,660 - N/A Intercompany receivable / payable between WFOE and VIE - (1,600,538 ) 1,600,538 - - - N/A Net cash provided by (used in) operating activities $ - - (1,038,837 ) (96,551 ) - (1,135,388 ) 91 % Net cash provided by (used in) investment activities - - (128,623 ) - - (128,623 ) 100 % Net cash provided by (used in) financing activities $ - - 1,172,536 - - 1,172,536 100 % Note 1 The investment refers to the acquisition of 100% shares of Viagoo Pte Ltd, paid in 1,011,000 shares on June 19, 2020, by the Company Note 2 The Company’s shareholders would not hold any ownership interest, direct or indirect, in the operating company in China, i.e. the VIE, and would merely have a contractual relationship with the VIE. Note 3 The intercompany balances of $9,135,651 between the WOFE and the VIE arising from the service fee income payable to the WOFE by the VIE; the intercompany balances do not include any loans between the WOFE and the VIE. The amount is accumulated from the date that the VIE agreements when into effect on February 16, 2016. As the Company has disclosed, the VIE has not paid amounts in cash or other means to settle the payables balances owed by the VIE to the WOFE. VIE Agreements that were entered to give Muliang Viagoo effective control over the VIEs include: Voting Rights Proxy Agreement and Irrevocable Power of Attorney Under which each shareholder of the VIEs grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers of the VIEs as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders of the VIEs. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIEs do not have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the WFOEs. Exclusive Option Agreement Under which each shareholder of the VIEs granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from such shareholders of the VIEs, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in the VIEs for a purchase price equal to the registered capital. The shareholders of the VIEs will then return the purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own option. The VIEs and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividends. The restated option agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIEs. Spousal Consent The spouse of each shareholder of the VIEs has entered into a spousal consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or her spouse in the VIEs in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests held by his or her spouse in the VIEs do not constitute property jointly owned with his or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests. Loan Agreement Pursuant to the loan agreements between WFOEs and each shareholder of the VIEs, WFOEs extended loans to the shareholders of the VIEs, who had contributed the loan principal to the VIEs as registered capital. The shareholders of VIEs may repay the loans only by transferring their respective equity interests in VIEs to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder. VIE Agreements that enables Muliang Viagoo to receive substantially all of the economic benefits from the VIEs include: Equity Interest Pledge Agreement Pursuant to equity interest pledge agreement, each shareholder of the VIEs has pledged all of his or her equity interest held in the VIEs to WFOEs to secure the performance by VIEs and their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services provided. In the event that the VIEs breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged equity interests. The shareholders of the VIEs shall not transfer their equity interests or create or permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire or terminate. Master Exclusive Service Agreement Pursuant to exclusive service agreement, WFOEs have the exclusive right to provide the VIEs with technical support, consulting services and other services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIEs may not accept any services covered by this agreement provided by any third party. The VIEs agree to pay service fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing. |
Risks in relation to the VIE structure | Risks in relation to the VIE structure Muliang viagoo believes that the contractual arrangements with the VIEs and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit Muliang Viagoo’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: ● Revoke the business and operating licenses of Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Discontinue or restrict the operations of any related-party transactions among Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Impose fines or other requirements on Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Require Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or; ● Restrict or prohibit Muliang Viagoo’s use of the proceeds of the additional public offering to finance Muliang Viagoo’s business and operations in China; ● Shut down Muliang Viagoo’s servers or blocking Muliang Viagoo’s online platform; ● Discontinue or place restrictions or onerous conditions on Muliang Viagoo’s operations; and/or ● Require Muliang Viagoo to undergo a costly and disruptive restructuring. Muliang Viagoo’s ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, Muliang Viagoo may not be able to consolidate the VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and its shareholders, and it may lose the ability to receive economic benefits from the VIEs. Muliang Viagoo currently does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs, or the VIEs. The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs and their subsidiaries, which are included in Muliang Viagoo’s consolidated financial statements after the elimination of intercompany balances and transactions: Under the VIE Arrangements, Muliang Viagoo has the power to direct activities of the VIEs and can have assets transferred out of the VIEs. Therefore, Muliang Viagoo considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for assets that correspond to the amount of the registered capital and PRC statutory reserves, if any. As the VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of Muliang Viagoo for any of the liabilities of the VIEs. Currently there is no contractual arrangement which requires Muliang Viagoo to provide additional financial support to the VIEs. However, as Muliang Viagoo conducts its businesses primarily based on the licenses held by the VIEs, Muliang Viagoo has provided and will continue to provide financial support to the VIEs. Revenue-producing assets held by the VIEs include certain internet content provision (“ICP”) licenses and other licenses, domain names and trademarks. The ICP licenses and other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC, and therefore are integral to Muliang Viagoo’s operations. The ICP licenses require that core PRC trademark registrations and domain names are held by the VIEs that provide the relevant services. Muliang Viagoo consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 20% interest in Yunnan Muliang, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements. The variable interest entities consolidated for which the Company is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. In addition, the Company maintains cash with various financial institutions. |
Accounts Receivable | Accounts Receivable Accounts receivables are presented net of an allowance for credit losses. In addition, the Company maintains allowances for estimated credit losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when 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, a customer’s historical payment history, current creditworthiness, forward looking assessments of potential future losses, and current economic trends. Accounts are written off after exhaustive efforts at collection. |
Inventories | Inventories Inventories, consisting of raw materials, work in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method. |
Property, Plant, and Equipment | Property, Plant, and Equipment Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Included in property and equipment is construction-in-progress, which consists of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the construction period or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use. Estimated useful lives of the Company’s assets are as follows: Useful Life Building 20 years Operating equipment 5-10 years Vehicle 3-5 years Electronic equipment 3-20 years Office equipment 3-20 years Apple orchard 10 years The apple orchard includes rental of an apple farm, labor cost, fertilizers, apple seeds, apple seedlings, etc. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for an apple tree is 10 years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees, or grafted varieties are fruited are capitalized into inventory and included in Work in Process—apple orchard, a component of inventories. Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of the cost of goods sold. Therefore, similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results. |
Intangible Assets | Intangible Assets Included in the intangible assets are land-use rights. According to the laws of the PRC, the government owns all the land in the PRC. Therefore, companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life. Estimated useful lives of the Company’s intangible assets are as follows: Useful Life Land use rights 50 years Non-patented technology 10 years The Company carries intangible assets at a cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over the estimated useful life of 50 years for the land use rights. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2022, and 2021. |
Advances from Customers | Advances from Customers Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. |
Non-controlling Interest | Non-controlling Interest Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control is accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations. Upon loss of control, the interest sold and interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Accordingly, results for the reporting period beginning after January 1, 2018, are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. Management has determined that the adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period, nor did it result in a cumulative effect adjustment to opening retained earnings. Revenue for the sale of products is derived from contracts with customers, which primarily include the sale of fertilizer products and environmental protection equipment. The Company’s sales arrangements do not contain variable consideration. Instead, the Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied, and control of the products has been transferred to the customer. For the vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered and customer acceptance is made. Revenue for logistics-related services is derived from Viagoo subsidiaries. Through an online service platform, the company provides the operation management service to support customers. For VTM service, revenue is charged to carriers based on a certain percentage of the freight charges. For VES service, revenue is recognized based on monthly subscriptions by vehicles and by users. For system integration service, revenue is recognized over time based on the progress of the project and annual maintenance service. |
Cost of Sales | Cost of Sales Cost of sales consists primarily of raw materials, utility, and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense, and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping, and handling costs, purchasing and receiving costs. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax. |
Related Parties | Related Parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to the extent that one of the transacting parties might be prevented from fully pursuing its separate interests. The Company discloses all related party transactions. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital, and distributions to stockholders. The Company’s comprehensive income (loss) consists of net income (loss) and unrealized gains from foreign currency translation adjustments. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is the Chinese Renminbi (“RMB”) and Singapore Dollar (“SGD”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for the nine months ended September 30, 2022, and 2021 was a loss of $1,315,075 and a loss of $128,750, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Accordingly, transaction gains or losses have not had, and are not expected to have, a material effect on the Company’s results of operations. For business in China, asset and liability accounts at September 30, 2022, and December 31, 2021, were translated at 7.1099 RMB to $1 USD and 6.3588 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the nine months ended September 30, 2022, and 2021 were 6.6001 RMB and 6.4694 RMB to $1 USD, respectively. For business in Singapore, asset and liability accounts at September 30, 2022, and December 31, 2021, were translated at 1.4341 SGD to $1 USD and 1.3493 SGD to $1 USD, respectively. The average translation rate applied to the statements of income for the nine months ended September 30, 2022,and 2021 was 1.3755 SGD to $1 USD and 1.3389 SGD to $1 USD, respectively. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings per share are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share give effect to all dilutive potential of shares of common stock outstanding during the period, including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share exclude all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities on September 30, 2022, and December 31, 2021, and for the nine months ended September 30, 2022, and 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted the guidance of ASC Topic 820 for fair value measurements, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, short-term loans, accounts payable, accrued expenses, advances from customers, VAT and service taxes payable, and income taxes payable approximate their fair market value based on the short-term maturity of these instruments. ASC Topic 825-10 “ Financial Instruments The following table summarizes the carrying values of the Company’s financial instruments: September 30, December 31, 2022 2021 Current portion of long-term debt $ 1,044,318 $ 1,174,756 Long-term loan 48,998 283,860 Total $ 1,093,316 $ 1,458,616 |
Government Contribution Plan | Government Contribution Plan Pursuant to the laws applicable to PRC law, the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical, and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the basic monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution. |
Statutory Reserve | Statutory Reserve Pursuant to the laws applicable to the PRC, the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund.” Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign-invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund.” For foreign-invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company can use the current period net income after tax to offset against the accumulated loss. |
Segment Information | Segment Information The standard, “Disclosures about Segments of an Enterprise and Related Information,” codified with ASC-280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in two business segments, of which are geographically located in China and one in Singapore respectively. |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. For finance leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income ● Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis ● Classify all cash payments within operating activities in the statement of cash flows. In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11), which amends ASC 842 so that entities may elect not to recast their comparative periods in transition (the “Comparatives Under 840 Option”). ASU 2018-11 allows entities to change their date of initial application to the beginning of the period of adoption. In doing so, entities would: ● Apply ASC 840 in the comparative periods. ● Provide the disclosures required by ASC 840 for all periods that continue to be presented in accordance with ASC 840. ● Recognize the effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings for the period of adoption. In addition, the FASB also issued a series of amendments to ASU 2016-02 that address the transition methods available and clarify the guidance for lessor costs and other aspects of the new lease standard. The management has reviewed the accounting pronouncements and adopted the new standard on January 1, 2019, using the modified retrospective method of adoption. In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of VIE financials | As of As of Current assets $ 15,700,547 $ 18,972,383 Non-current assets 7,616,546 8,995,363 Total Assets 23,317,093 27,967,746 Current liabilities 8,516,935 12,788,253 Non-current liabilities 109,526 422,480 Total liabilities 8,626,461 20,745,846 Total shareholders’ equity (deficit) $ 14,690,632 $ 7,221,900 For nine months ended 2022 2021 Net income $ 1,650,353 $ 1,826,067 Net cash provided by (used in) operating activities (1,038,837 ) 4,814,649 Net cash provided by (used in) investment activities (128,623 ) (1,221,133 ) Net cash provided by (used in) financing activities $ 1,172,536 $ (3,593,475 ) |
Schedule of quantitative metrics of the VIE | Parent company WFOE (Shanghai Mufeng) - Note 3 Shanghai Muliang Industry Co., Ltd. and its subsidiaries (the VIEs) Subsidiaries Elimination of intercompany balances Consolidated Financials % of the Consolidated Financials A B C D E F=A+B+C+D+E G=C/F Cash and cash equivalence $ - - 10,280 230,521 - 240,801 4 % Current assets - - 15,700,547 851,374 - 16,551,921 95 % Intercompany receivable from VIE - Note 3 9,135,651 - - (9,135,651 ) - N/A Investment in Subsidiaries 1,994,535 Note 1 - - - (1,994,535 ) - N/A Total Assets $ 1,994,535 9,135,651 23,317,093 1,526,874 (11,130,186 ) 24,843,967 94 % Current liabilities 11,784 31,081 8,516,935 1,366,053 9,925,853 86 % Intercompany payable to WFOE - - 9,135,651 - (9,135,651 ) - N/A Total liabilities $ 11,784 31,081 8,626,461 1,398,876 10,068,202 86 % Total shareholders’ equity (deficit) $ 1,982,751 9,104,570 14,690,632 Note 2 127,998 (11,130,186 ) 14,775,765 99 % Revenues - - 6,474,751 608,896 - 7,083,647 91 % Gross profit - - 2,826,333 239,691 - 3,066,024 92 % Service fee expense from VIE to WFOE - - 1,600,538 - (1,600,538 ) - N/A Total operating expenses - - 2,083,787 443,942 (1,600,538 ) 927,191 225 % Operating Income - 1,600,538 2,343,084 (204,251 ) (1,600,538 ) 2,138,833 110 % Income from VIE - 1,600,538 - - (1,600,538 ) - N/A Income (loss) from investment 1,703,660 - - - (1,703,660 ) - N/A Net income (loss) $ 1,703,660 1,600,538 - (206,941 ) (3,304,198 ) 1,393,597 0 % Total Comprehensive Income 1,703,660 1,600,538 88,523 (10,001 ) (3,304,198 ) 78,522 113 % OPERATING ACTIVITIES Net income 1,703,660 1,600,538 1,650,353 (256,756 ) (3,304,198 ) 1,393,597 118 % Equity in earnings of subsidiaries (1,703,660 ) - - 1,703,660 - N/A Intercompany receivable / payable between WFOE and VIE - (1,600,538 ) 1,600,538 - - - N/A Net cash provided by (used in) operating activities $ - - (1,038,837 ) (96,551 ) - (1,135,388 ) 91 % Net cash provided by (used in) investment activities - - (128,623 ) - - (128,623 ) 100 % Net cash provided by (used in) financing activities $ - - 1,172,536 - - 1,172,536 100 % |
Schedule of estimated useful lives | Useful Life Building 20 years Operating equipment 5-10 years Vehicle 3-5 years Electronic equipment 3-20 years Office equipment 3-20 years Apple orchard 10 years |
Schedule of estimated useful lives of intangible assets | Useful Life Land use rights 50 years Non-patented technology 10 years |
Schedule of carrying values of financial instruments | September 30, December 31, 2022 2021 Current portion of long-term debt $ 1,044,318 $ 1,174,756 Long-term loan 48,998 283,860 Total $ 1,093,316 $ 1,458,616 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | September 30, December 31, 2022 2021 Accounts receivable $ 11,744,147 $ 12,710,362 Less: Allowance for credit losses (1,071,410 ) (1,276,858 ) Total, net $ 10,672,737 $ 11,433,504 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | September 30, December 31, 2022 2021 Raw materials $ 71,064 $ 51,292 Finished goods 1,388,207 82,621 Less: Provision for impairment - - Total, net $ 1,459,271 $ 133,913 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | September 30, December 31, 2022 2021 Building $ 2,716,912 $ 3,037,848 Operating equipment 2,661,049 2,981,424 Vehicle 79,717 89,134 Office equipment 78,124 100,851 Apple Orchard 898,849 1,110,067 Construction in progress 2,795,018 3,125,180 9,229,669 10,444,504 Less: Accumulated depreciation (3,279,128 ) (3,250,242 ) $ 5,950,541 $ 7,194,262 |
Deferred Tax Assets, Net (Table
Deferred Tax Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Tax Assets, Net [Abstract] | |
Schedule of deferred tax assets | September 30, December 31, 2022 2021 Deferred tax assets, non-current Deficit carried-forward $ 78,201 $ 87,438 Allowance 156,834 175,360 Deferred tax assets 235,035 262,798 Less: valuation allowance - - Deferred tax assets, non-current $ 235,035 $ 262,798 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Loans Payable Table [Abstract] | |
Schedule of long-term loan and current portion of long-term loan | September 30, December 31, 2022 2021 Loan payable to Rushan City Rural Credit Union, annual interest 8.7875%, due by July 18, 2022 and expected to extended one more year. $ 1,044,318 $ 1,174,756 Long-term loans due to individuals and entities without interest 48,998 283,860 1,093,316 1,458,616 Current portion of long-term loans payable 1,044,318 1,174,756 Total, net $ 48,998 $ 283,860 |
Schedule of future loan obligations according to the terms of the loan agreement | within 1 year $ 1,044,318 1-2 years 48,998 3 years - Total $ 1,093,316 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of balance due to related parties | September 30, December 31, 2022 2021 Relationship Mr. Lirong Wang 543,530 - The CEO and Chairman / Actual controlling person Ms. Xueying Sheng 96,563 103,390 Controller/Accounting Manager of the Company Mr. Guohua Lin 46,620 58,039 Senior management / One of the Company’s shareholders Mr. Zhongfang Wang 306 - Father of Lirong Wang Total 687,019 161,429 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Customer Concentration Risk [Member] | |
Concentrations (Tables) [Line Items] | |
Schedule of concentration of customers, suppliers & geographic area | For the nine months ended September 30, Customer 2022 2021 Amount % Amount % A 2,551,090 39 % 2,407,951 32 % B 2,715,338 42 % 2,308,618 31 % |
Supplier Concentration Risk [Member] | |
Concentrations (Tables) [Line Items] | |
Schedule of concentration of customers, suppliers & geographic area | For the nine months ended September 30, Suppliers 2022 2021 Amount % Amount % A 1,412,513 30 % N/A N/A B 1,689,611 36 % 593,100 14 % C 691,015 15 % 746,589 17 % D N/A N/A 621,387 15 % E 697,444 15 % 619,532 14 % |
Geographic Concentration Risk [Member] | |
Concentrations (Tables) [Line Items] | |
Schedule of concentration of customers, suppliers & geographic area | September 30, December 31, China $ 10,280 4 % $ 31,787 84 % Singapore 230,521 96 % 6,226 16 % Total cash and cash equivalents $ 240,801 100 % $ 38,013 100 % |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes Table [Abstract] | |
Schedule of effective income tax rate | For the Nine Months Ended September 30, September 30, 2022 2021 US Statutory income tax rate 21 % 21 % Valuation allowance (21 )% (21 )% Total - - |
Schedule of provision for income taxes | For the Nine Months Ended 2022 2021 Current $ 447,672 $ 7,469 Deferred - - Total $ 447,672 $ 7,469 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenues and cost of goods sold from operation | Revenues Cost of Sales For the Nine Months For the Nine Months September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Fertilizer sales $ 6,474,751 $ 6,856,190 $ 3,648,418 $ 4,234,896 Logistic 608,896 616,859 369,205 327,845 Others - 120 - 90 Total $ 7,083,647 $ 7,473,169 $ 4,017,623 $ 4,562,831 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | 1 Months Ended | 9 Months Ended | ||||||||||||||||||
Apr. 04, 2019 shares | Jul. 07, 2016 | Jan. 11, 2016 USD ($) shares | Sep. 03, 2015 shares | Dec. 07, 2006 | Jun. 19, 2020 USD ($) $ / shares shares | Dec. 31, 2017 USD ($) | Oct. 27, 2016 | Jul. 17, 2013 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 29, 2020 USD ($) | Oct. 30, 2019 shares | Apr. 05, 2019 $ / shares shares | Jul. 08, 2015 USD ($) | Nov. 06, 2013 USD ($) | Nov. 06, 2013 CNY (¥) | Jul. 17, 2013 CNY (¥) | May 27, 2013 | |
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Outstanding equity percentage | 100% | |||||||||||||||||||
Common stock, shares outstanding (in Shares) | shares | 38,502,954 | 38,502,954 | ||||||||||||||||||
Number of investors | 39 | |||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 38,502,954 | 38,502,954 | 500,000,000 | |||||||||||||||||
Aggregate value of common stock | $ 3,850 | $ 3,850 | ||||||||||||||||||
Loss before income taxes provisions | $ 33,323 | |||||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Reverse stock split | On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock, the change of corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.”, and the creation of one hundred million (100,000,000) shares of Blank Check Preferred Stock. | |||||||||||||||||||
Preferred stock, shares issued (in Shares) | shares | 100,000,000 | 30,000,000 | 100,000,000 | |||||||||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||
Aggregate purchase price | $ 2,830,800 | $ 280,000 | ||||||||||||||||||
Restricted shares (in Shares) | shares | 1,011,000 | |||||||||||||||||||
Common stock per value (in Dollars per share) | $ / shares | $ 2.8 | |||||||||||||||||||
Goodwill | $ 673,278 | |||||||||||||||||||
Net income | 1,393,597 | $ 1,525,631 | ||||||||||||||||||
Cash balances | 240,801 | $ 38,013 | ||||||||||||||||||
Current liabilities | 9,925,853 | 13,770,110 | ||||||||||||||||||
Working capital | $ 6,626,068 | $ 5,403,720 | ||||||||||||||||||
Muliang Viagoo [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | shares | 150,525,000 | |||||||||||||||||||
Remaining shares held (in Shares) | shares | 30,525,000 | |||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 129,475,000 | |||||||||||||||||||
Aggregate value of common stock | $ 64,737.5 | |||||||||||||||||||
Common stock issued for agreement, shares (in Shares) | shares | 120,000,000 | |||||||||||||||||||
Business Acquisition [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Acquired equity purchase agreement, percentage | 100% | 100% | 99% | |||||||||||||||||
Acquisition percentage | 40% | 40% | ||||||||||||||||||
Description of owned subsidiaries | On July 7, 2016, Muliang Industry established a subsidiary, namely, Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”) in Beijing City, China. Muliang Industry owns 65% shares of Zhonglian, and a third-party company, Zhongrui Huilian (Beijing) Technology Co., Ltd, owns the other 35% shares. Zhonglian is to develop and operate an online agricultural products trading platform. | On October 27, 2016, Muliang Industry established a subsidiary, Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd., owns the other 45% shares. Yunnan Muliang was set up for the sales development of West China. | Muliang Industry has two wholly-owned subsidiaries (Shanghai Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly-owned subsidiary Zongbao Cangzhou. | |||||||||||||||||
Business Acquisition [Member] | Muliang Viagoo [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Consideration value | $ 5,000 | |||||||||||||||||||
Lirong Wang [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Limited liability, percentage | 95% | |||||||||||||||||||
Common stock issued for agreement | $ 800 | |||||||||||||||||||
Zongfang Wang [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Limited liability, percentage | 5% | |||||||||||||||||||
Weihai Fukang Bio-Fertilizer Co., Ltd. [Member] | Business Acquisition [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Acquired equity purchase agreement, percentage | 99% | |||||||||||||||||||
Mr. Hui Song. [Member] | Business Acquisition [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Acquired equity purchase agreement, percentage | 1% | |||||||||||||||||||
Mr. Jianping Zhang [Member] | Business Acquisition [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Consideration value | $ 65,000 | ¥ 400,000 | ||||||||||||||||||
Shanghai Zongbao [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Equity outstanding | $ 3,200,000 | ¥ 20,000,000 | ||||||||||||||||||
Chenxi Shi [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | shares | 120,000,000 | |||||||||||||||||||
Viagoo [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Purchase amount | $ 2,830,800 | |||||||||||||||||||
Number of restricted shares (in Shares) | shares | 1,011,000 | |||||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 2.8 | |||||||||||||||||||
Muliang Agritech Inc. [Member] | Business Acquisition [Member] | ||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | ||||||||||||||||||||
Acquired equity purchase agreement, percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jun. 19, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Percentage of investment shares acquired | 100% | ||
investment shares paid | 1,011,000 | ||
Service fee income | $ 9,135,651 | ||
Risks in relation to the VIE structure description | Muliang Viagoo consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 20% interest in Yunnan Muliang, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements. | ||
Straight-line method over estimated useful life | 50 years | ||
Enterprise income tax percentage | 25% | ||
Foreign currency translation loss | $ 1,315,075 | $ 128,750 | |
Statutory surplus reserve fund, description | to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign-invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund.” For foreign-invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). | ||
China [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Foreign Currency Translation description | For business in China, asset and liability accounts at September 30, 2022, and December 31, 2021, were translated at 7.1099 RMB to $1 USD and 6.3588 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the nine months ended September 30, 2022, and 2021 were 6.6001 RMB and 6.4694 RMB to $1 USD, respectively. | ||
Singapore [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Foreign Currency Translation description | For business in Singapore, asset and liability accounts at September 30, 2022, and December 31, 2021, were translated at 1.4341 SGD to $1 USD and 1.3493 SGD to $1 USD, respectively. The average translation rate applied to the statements of income for the nine months ended September 30, 2022,and 2021 was 1.3755 SGD to $1 USD and 1.3389 SGD to $1 USD, respectively. | ||
Apple Orchard [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated production life | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of VIE financials - Comparative VIE financials [Member] - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of VIE financials [Line Items] | |||
Current assets | $ 15,700,547 | $ 18,972,383 | |
Non-current assets | 7,616,546 | 8,995,363 | |
Total Assets | 23,317,093 | 27,967,746 | |
Current liabilities | 8,516,935 | 12,788,253 | |
Non-current liabilities | 109,526 | 422,480 | |
Total liabilities | 8,626,461 | 20,745,846 | |
Total shareholders’ equity (deficit) | 14,690,632 | $ 7,221,900 | |
Net income | 1,650,353 | $ 1,826,067 | |
Net cash provided by (used in) operating activities | (1,038,837) | 4,814,649 | |
Net cash provided by (used in) investment activities | (128,623) | (1,221,133) | |
Net cash provided by (used in) financing activities | $ 1,172,536 | $ (3,593,475) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of quantitative metrics of the VIE - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||||
Current assets | $ 16,551,921 | $ 16,551,921 | $ 19,173,830 | ||
Total Assets | 24,843,967 | 24,843,967 | 28,900,447 | ||
Current liabilities | 9,925,853 | 9,925,853 | 13,770,110 | ||
Total liabilities | 10,068,202 | 10,068,202 | 14,192,590 | ||
Total shareholders’ equity (deficit) | 14,632,733 | 14,632,733 | $ 14,564,043 | ||
Revenues | 3,594,146 | $ 3,341,530 | 7,083,647 | $ 7,473,169 | |
Gross profit | 1,516,151 | 1,186,744 | 3,066,024 | 2,910,338 | |
Total operating expenses | 460,360 | 470,562 | 927,191 | 1,389,222 | |
Operating Income | 1,055,791 | 716,182 | 2,138,833 | 1,521,116 | |
Income from VIE | 834,251 | 734,071 | 1,841,269 | 1,533,100 | |
Net income (loss) | 392,985 | 726,602 | 1,393,597 | 1,525,631 | |
Total Comprehensive Income | (510,407) | $ 426,554 | 78,522 | 1,396,881 | |
OPERATING ACTIVITIES | |||||
Net income | 1,393,597 | 1,525,631 | |||
Net cash provided by (used in) operating activities | (1,135,389) | 4,388,257 | |||
Net cash provided by (used in) investment activities | (128,623) | (1,221,133) | |||
Net cash provided by (used in) financing activities | 1,172,536 | $ (3,594,247) | |||
Parent Company [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalence | |||||
Current assets | |||||
Intercompany receivable from VIE | |||||
Investment in Subsidiaries | 1,994,535 | 1,994,535 | |||
Total Assets | 1,994,535 | 1,994,535 | |||
Current liabilities | 11,784 | 11,784 | |||
Intercompany payable to WFOE | |||||
Total liabilities | 11,784 | 11,784 | |||
Total shareholders’ equity (deficit) | 1,982,751 | 1,982,751 | |||
Revenues | |||||
Gross profit | |||||
Service fee expense from VIE to WFOE | |||||
Total operating expenses | |||||
Operating Income | |||||
Income from VIE | |||||
Income (loss) from investment | 1,703,660 | ||||
Net income (loss) | 1,703,660 | ||||
Total Comprehensive Income | 1,703,660 | ||||
OPERATING ACTIVITIES | |||||
Net income | 1,703,660 | ||||
Equity in earnings of subsidiaries | (1,703,660) | ||||
Intercompany receivable / payable between WFOE and VIE | |||||
Net cash provided by (used in) operating activities | |||||
Net cash provided by (used in) investment activities | |||||
Net cash provided by (used in) financing activities | |||||
Shanghai Muliang Industry Co., Ltd. and its subsidiaries (the VIEs) [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalence | 10,280 | 10,280 | |||
Current assets | 15,700,547 | 15,700,547 | |||
Intercompany receivable from VIE | |||||
Investment in Subsidiaries | |||||
Total Assets | 23,317,093 | 23,317,093 | |||
Current liabilities | 8,516,935 | 8,516,935 | |||
Intercompany payable to WFOE | 9,135,651 | 9,135,651 | |||
Total liabilities | 8,626,461 | 8,626,461 | |||
Total shareholders’ equity (deficit) | 14,690,632 | 14,690,632 | |||
Revenues | 6,474,751 | ||||
Gross profit | 2,826,333 | ||||
Service fee expense from VIE to WFOE | 1,600,538 | ||||
Total operating expenses | 2,083,787 | ||||
Operating Income | 2,343,084 | ||||
Income from VIE | |||||
Income (loss) from investment | |||||
Total Comprehensive Income | 88,523 | ||||
OPERATING ACTIVITIES | |||||
Net income | 1,650,353 | ||||
Equity in earnings of subsidiaries | |||||
Intercompany receivable / payable between WFOE and VIE | 1,600,538 | ||||
Net cash provided by (used in) operating activities | (1,038,837) | ||||
Net cash provided by (used in) investment activities | (128,623) | ||||
Net cash provided by (used in) financing activities | 1,172,536 | ||||
Subsidiaries [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalence | 230,521 | 230,521 | |||
Current assets | 851,374 | 851,374 | |||
Intercompany receivable from VIE | |||||
Investment in Subsidiaries | |||||
Total Assets | 1,526,874 | 1,526,874 | |||
Current liabilities | 1,366,053 | 1,366,053 | |||
Intercompany payable to WFOE | |||||
Total liabilities | 1,398,876 | 1,398,876 | |||
Total shareholders’ equity (deficit) | 127,998 | 127,998 | |||
Revenues | 608,896 | ||||
Gross profit | 239,691 | ||||
Service fee expense from VIE to WFOE | |||||
Total operating expenses | 443,942 | ||||
Operating Income | (204,251) | ||||
Income from VIE | |||||
Income (loss) from investment | |||||
Net income (loss) | (206,941) | ||||
Total Comprehensive Income | (10,001) | ||||
OPERATING ACTIVITIES | |||||
Net income | (256,756) | ||||
Equity in earnings of subsidiaries | |||||
Intercompany receivable / payable between WFOE and VIE | |||||
Net cash provided by (used in) operating activities | (96,551) | ||||
Net cash provided by (used in) investment activities | |||||
Elimination of intercompany balances [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalence | |||||
Current assets | |||||
Intercompany receivable from VIE | (9,135,651) | (9,135,651) | |||
Investment in Subsidiaries | (1,994,535) | (1,994,535) | |||
Total Assets | (11,130,186) | (11,130,186) | |||
Intercompany payable to WFOE | (9,135,651) | (9,135,651) | |||
Total shareholders’ equity (deficit) | (11,130,186) | (11,130,186) | |||
Revenues | |||||
Gross profit | |||||
Service fee expense from VIE to WFOE | (1,600,538) | ||||
Total operating expenses | (1,600,538) | ||||
Operating Income | (1,600,538) | ||||
Income from VIE | (1,600,538) | ||||
Income (loss) from investment | (1,703,660) | ||||
Net income (loss) | (3,304,198) | ||||
Total Comprehensive Income | (3,304,198) | ||||
OPERATING ACTIVITIES | |||||
Net income | (3,304,198) | ||||
Equity in earnings of subsidiaries | 1,703,660 | ||||
Intercompany receivable / payable between WFOE and VIE | |||||
Net cash provided by (used in) operating activities | |||||
Net cash provided by (used in) investment activities | |||||
Net cash provided by (used in) financing activities | |||||
Consolidated Financials [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalence | 240,801 | 240,801 | |||
Current assets | 16,551,921 | 16,551,921 | |||
Intercompany receivable from VIE | |||||
Investment in Subsidiaries | |||||
Total Assets | 24,843,967 | 24,843,967 | |||
Current liabilities | 9,925,853 | 9,925,853 | |||
Intercompany payable to WFOE | |||||
Total liabilities | 10,068,202 | 10,068,202 | |||
Total shareholders’ equity (deficit) | $ 14,775,765 | 14,775,765 | |||
Revenues | 7,083,647 | ||||
Gross profit | 3,066,024 | ||||
Service fee expense from VIE to WFOE | |||||
Total operating expenses | 927,191 | ||||
Operating Income | 2,138,833 | ||||
Income from VIE | |||||
Income (loss) from investment | |||||
Net income (loss) | 1,393,597 | ||||
Total Comprehensive Income | 78,522 | ||||
OPERATING ACTIVITIES | |||||
Net income | 1,393,597 | ||||
Equity in earnings of subsidiaries | |||||
Intercompany receivable / payable between WFOE and VIE | |||||
Net cash provided by (used in) operating activities | (1,135,388) | ||||
Net cash provided by (used in) investment activities | (128,623) | ||||
Net cash provided by (used in) financing activities | $ 1,172,536 | ||||
Percentage of the Consolidated Financials [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalence, percentage | 4% | 4% | |||
Current assets, percentage | 95% | 95% | |||
Intercompany receivable from VIE, percentage | |||||
Investment in Subsidiaries, percentage | |||||
Total Assets, percentage | 94% | 94% | |||
Current liabilities, percentage | 86% | 86% | |||
Intercompany payable to WFOE, percentage | |||||
Total liabilities, percentage | 86% | 86% | |||
Total shareholders’ equity (deficit), percentage | 99% | 99% | |||
Revenues, percentage | 91% | ||||
Gross profit, percentage | 92% | ||||
Service fee expense from VIE to WFOE, percentage | |||||
Total operating expenses, percentage | 225% | ||||
Operating Income, percentage | 110% | ||||
Income from VIE, percentage | |||||
Income (loss) from investment, percentage | |||||
Net income (loss), percentage | 0% | ||||
Total Comprehensive Income, percentage | 113% | ||||
OPERATING ACTIVITIES | |||||
Net income, percentage | 118% | ||||
Equity in earnings of subsidiaries, percentage | |||||
Intercompany receivable / payable between WFOE and VIE, percentage | |||||
Net cash provided by (used in) operating activities, percentage | 91% | ||||
Net cash provided by (used in) investment activities, percentage | 100% | ||||
Net cash provided by (used in) financing activities, percentage | 100% | ||||
WFOE (Shanghai Mufeng) - Note 3 B [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalence | |||||
Current assets | |||||
Intercompany receivable from VIE | 9,135,651 | 9,135,651 | |||
Investment in Subsidiaries | |||||
Total Assets | 9,135,651 | 9,135,651 | |||
Current liabilities | 31,081 | 31,081 | |||
Intercompany payable to WFOE | |||||
Total liabilities | 31,081 | 31,081 | |||
Total shareholders’ equity (deficit) | $ 9,104,570 | 9,104,570 | |||
Revenues | |||||
Gross profit | |||||
Service fee expense from VIE to WFOE | |||||
Total operating expenses | |||||
Operating Income | 1,600,538 | ||||
Income from VIE | 1,600,538 | ||||
Income (loss) from investment | |||||
Net income (loss) | 1,600,538 | ||||
Total Comprehensive Income | 1,600,538 | ||||
OPERATING ACTIVITIES | |||||
Net income | 1,600,538 | ||||
Intercompany receivable / payable between WFOE and VIE | (1,600,538) | ||||
Net cash provided by (used in) operating activities | |||||
Net cash provided by (used in) investment activities | |||||
Net cash provided by (used in) financing activities |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives | 9 Months Ended |
Sep. 30, 2022 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 20 years |
Operating equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 5 years |
Operating equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 10 years |
Vehicle [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 3 years |
Vehicle [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 5 years |
Electronic equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 3 years |
Electronic equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 20 years |
Office Equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 20 years |
Apple Orchard [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets | 9 Months Ended |
Sep. 30, 2022 | |
Land use rights [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Intangible assets, Useful Life | 50 years |
Non-patented technology [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Intangible assets, Useful Life | 10 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of carrying values of financial instruments - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Carrying Values of Financial Instruments [Abstract] | ||
Current portion of long-term debt | $ 1,044,318 | $ 1,174,756 |
Long-term loan | 48,998 | 283,860 |
Total | $ 1,093,316 | $ 1,458,616 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Accounts Receivable [Abstract] | ||
Accounts receivable | $ 11,744,147 | $ 12,710,362 |
Less: Allowance for credit losses | (1,071,410) | (1,276,858) |
Total, net | $ 10,672,737 | $ 11,433,504 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Inventories Abstract | ||
Raw materials | $ 71,064 | $ 51,292 |
Finished goods | 1,388,207 | 82,621 |
Less: Provision for impairment | ||
Total, net | $ 1,459,271 | $ 133,913 |
Prepayment (Details)
Prepayment (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Suppliers [Member] | ||
Prepayment (Details) [Line Items] | ||
Advances paid | $ 2,696,624 | $ 6,805,039 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 524,121 | $ 532,346 |
Construction in progress | $ 2,795,018 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,229,669 | $ 10,444,504 |
Less: Accumulated depreciation | (3,279,128) | (3,250,242) |
Property, plant and equipment, net | 5,950,541 | 7,194,262 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,716,912 | 3,037,848 |
Operating equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,661,049 | 2,981,424 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 79,717 | 89,134 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 78,124 | 100,851 |
Apple Orchard [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 898,849 | 1,110,067 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,795,018 | $ 3,125,180 |
Right of Use Assets (Details)
Right of Use Assets (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Right of Use Assets (Details) [Line Items] | |
Total cost | $ 1,245,690 |
Number of industrial land use rights | 2 |
Accumulated amortization cost | $ 188,897 |
Land Use Right [Member] | |
Right of Use Assets (Details) [Line Items] | |
Total cost of land use rights | $ 1,434,587 |
Deferred Tax Assets, Net (Detai
Deferred Tax Assets, Net (Details) - Schedule of deferred tax assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred tax assets, non-current | ||
Deficit carried-forward | $ 78,201 | $ 87,438 |
Allowance | 156,834 | 175,360 |
Deferred tax assets | 235,035 | 262,798 |
Less: valuation allowance | ||
Deferred tax assets, non-current | $ 235,035 | $ 262,798 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Loans Payable Details [Abstract] | ||
Interest expenses | $ 64,147 | $ 91,529 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of long-term loan and current portion of long-term loan - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Loans Payable (Details) - Schedule of long-term loan and current portion of long-term loan [Line Items] | ||
Loans payable, gross | $ 1,093,316 | $ 1,458,616 |
Current portion of long-term loans payable | 1,044,318 | 1,174,756 |
Total, net | 48,998 | 283,860 |
Rushan City Rural Credit Union [Member] | ||
Loans Payable (Details) - Schedule of long-term loan and current portion of long-term loan [Line Items] | ||
Loan payable to Rushan City Rural Credit Union, annual interest 8.7875%, due by July 18, 2022 and expected to extended one more year. | 1,044,318 | 1,174,756 |
Individuals and Entities [Member] | ||
Loans Payable (Details) - Schedule of long-term loan and current portion of long-term loan [Line Items] | ||
Long-term loans due to individuals and entities without interest | $ 48,998 | $ 283,860 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of long-term loan and current portion of long-term loan (Parentheticals) - Rushan City Rural Credit Union [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Loans Payable (Details) - Schedule of long-term loan and current portion of long-term loan (Parentheticals) [Line Items] | |
Annual interest | 8.7875% |
Loan payment due | Jul. 18, 2022 |
Loans Payable (Details) - Sch_3
Loans Payable (Details) - Schedule of future loan obligations according to the terms of the loan agreement | Sep. 30, 2022 USD ($) |
Schedule Of Future Loan Obligations According To The Terms Of The Loan Agreement Abstract | |
within 1 year | $ 1,044,318 |
1-2 years | 48,998 |
3 years | |
Total | $ 1,093,316 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||
Apr. 04, 2019 | Dec. 29, 2020 | Jun. 28, 2020 | Oct. 30, 2019 | Jun. 29, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 19, 2020 | Nov. 01, 2019 | Oct. 10, 2019 | Apr. 05, 2019 | |
Stockholders Equity (Details) [Line Items] | |||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued | 100,000,000 | 30,000,000 | 100,000,000 | ||||||||
Shares of blank check preferred stock | 100,000,000 | ||||||||||
Aggregate purchase price (in Dollars) | $ 280,000 | $ 2,830,800 | |||||||||
Share price (in Dollars per share) | $ 2.8 | ||||||||||
Restricted common stock as the compensation | 100,000 | 50,000 | |||||||||
Common stock shares outstanding | 38,502,954 | 38,502,954 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||
Series A Preferred Stock shall voting rights, description | The holders of the issued and outstanding shares of Series A Preferred Stock shall have voting rights equal to ten (10) shares of Common Stock for each share of Series A Preferred Stock. | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Cancelled shares of common stock | 19,000,000 | 19,000,000 | |||||||||
Common stock shares outstanding | 38,502,954 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares issued | 19,000,000 | 19,000,000 | 19,000,000 | 19,000,000 | |||||||
Shares of blank check preferred stock | 100,000,000 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Description of preferred stock | On October 30, 2019, the Company’s Board of Directors and majority shareholder approved to designate 30,000,000 shares as Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock, which the preferences and relative and other rights, and the qualifications, limitations or restrictions thereof, shall be set forth in the discussion below under the “Series A Preferred Stock. | ||||||||||
Preferred stock, shares outstanding | 19,000,000 | 19,000,000 | |||||||||
Board of Directors [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Reverse stock split, description | On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). | ||||||||||
Board of Directors and majority [Member] | Common Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares issued | (100,000,000) | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||
Board of Directors and majority [Member] | Series A Preferred Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares issued | 30,000,000 | ||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Converted amount (in Dollars) | $ 326,348 | ||||||||||
Converted shares | 43,200 | ||||||||||
Share price per share (in Dollars per share) | $ 7.55 | ||||||||||
Issuance of common shares | 298,518 | ||||||||||
Conversion price per share (in Dollars per share) | $ 7.55 | ||||||||||
Proceeds from issuance of common shares (in Dollars) | $ 2,255,111 | ||||||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares issued | 19,000,000 | ||||||||||
Cancelled shares of common stock | 19,000,000 | ||||||||||
Beneficially shares of common stock | 19,000,000 | ||||||||||
Muliang Agritech [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Equity interest | 100% | ||||||||||
Restricted common stock | 1,011,000 | ||||||||||
Share price (in Dollars per share) | $ 2.8 | ||||||||||
Viagoo [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Aggregate purchase price (in Dollars) | $ 2,830,800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Mr. Lirong Wang [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due to related parties | $ 2,396,325 | $ 1,260,251 |
Due amount repaid | 1,390,457 | 0 |
Mr. Lirong Wang [Member] | CEO and Chairman [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due from related parties | 716,721 | |
Mr. Guohua Lin [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due to related parties | 0 | 7,435 |
Due amount repaid | 11,419 | 6,291 |
Ms. Xueying Sheng [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due to related parties | 2,565 | 12,390 |
Due amount repaid | 9,392 | $ 4,510 |
Mr. Zhongfang Wang [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due to related parties | 306 | |
Due amount repaid | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of balance due to related parties - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 687,019 | $ 161,429 |
Mr. Lirong Wang [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 543,530 | |
Relationship | The CEO and Chairman / Actual controlling person | |
Ms. Xueying Sheng [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 96,563 | 103,390 |
Relationship | Controller/Accounting Manager of the Company | |
Mr. Guohua Lin [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 46,620 | $ 58,039 |
Relationship | Senior management / One of the Company’s shareholders | |
Mr. Zhongfang Wang [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 306 | |
Relationship | Father of Lirong Wang |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Customer Concentration Risk [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 10% | 10% |
Supplier Concentration Risk [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 10% | 10% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 2,551,090 | $ 2,407,951 |
Concentration risk, percentage | 39% | 32% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 2,715,338 | $ 2,308,618 |
Concentration risk, percentage | 42% | 31% |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Suppliers A [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 1,412,513 | |
Concentration risk, percentage | 30% | |
Suppliers B [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 1,689,611 | $ 593,100 |
Concentration risk, percentage | 36% | 14% |
Suppliers C [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 691,015 | $ 746,589 |
Concentration risk, percentage | 15% | 17% |
Suppliers D [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 621,387 | |
Concentration risk, percentage | 15% | |
Suppliers E [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 697,444 | $ 619,532 |
Concentration risk, percentage | 15% | 14% |
Concentrations (Details) - Sc_3
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Total cash and cash equivalents | $ 240,801 | $ 38,013 |
Concentration risk, percentage | 100% | 100% |
China [Member] | ||
Concentration Risk [Line Items] | ||
Total cash and cash equivalents | $ 10,280 | $ 31,787 |
Concentration risk, percentage | 4% | 84% |
Singapore [Member] | ||
Concentration Risk [Line Items] | ||
Total cash and cash equivalents | $ 230,521 | $ 6,226 |
Concentration risk, percentage | 96% | 16% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 22, 2017 | Sep. 30, 2022 | |
Income Taxes (Details) [Line Items] | ||
Corporate tax, description | The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes. | |
United States [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net taxable operating loss carry forwards (in Dollars) | $ 97,672 | |
Hong Kong [Member] | ||
Income Taxes (Details) [Line Items] | ||
Profit tax rate | 16.50% | |
Singapore [Member] | ||
Income Taxes (Details) [Line Items] | ||
Profit tax rate | 17% | |
China PRC [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax rate | 25% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of effective income tax rate | 1 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Loans (Details 1) | ||
US Statutory income tax rate | 21% | 21% |
Valuation allowance | (21.00%) | (21.00%) |
Total |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes (Details 1) | ||
Current | $ 447,672 | $ 7,469 |
Deferred | ||
Total | $ 447,672 | $ 7,469 |
Business Segments (Details) - S
Business Segments (Details) - Schedule of revenues and cost of goods sold from operation - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 3,594,146 | $ 3,341,530 | $ 7,083,647 | $ 7,473,169 |
Cost of Sales | $ 2,077,995 | $ 2,154,786 | 4,017,623 | 4,562,831 |
Fertilizer sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 6,474,751 | 6,856,190 | ||
Cost of Sales | 3,648,418 | 4,234,896 | ||
Logistic [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 608,896 | 616,859 | ||
Cost of Sales | 369,205 | 327,845 | ||
Others [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 120 | |||
Cost of Sales | $ 90 |