Cover
Cover | 12 Months Ended |
Mar. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Mar. 31, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --03-31 |
Entity File Number | 000-55631 |
Entity Registrant Name | ZHONG YUAN BIO-TECHNOLOGY HOLDINGS LIMITED |
Entity Central Index Key | 0001672886 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Suite 901 |
Entity Address, Address Line Two | Tesbury Centre |
Entity Address, Address Line Three | 28 Queen’s Road East |
Entity Address, City or Town | Wanchai |
Entity Address, Country | HK |
Entity Address, Postal Zip Code | 00000 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 17,547,118 |
Auditor Name | K.R.MARGETSON LTD. |
Auditor Location | Canada |
Auditor Firm ID | 1212 |
Centurion ZD CPA & Co. [Member] | |
Entity Addresses [Line Items] | |
Auditor Name | Centurion ZD CPA & Co. |
Auditor Location | Hong Kong |
Auditor Firm ID | 2769 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Suite 901 |
Entity Address, Address Line Two | Tesbury Centre |
Entity Address, Address Line Three | 28 Queen’s Road East |
Entity Address, City or Town | Wanchai |
Entity Address, Country | HK |
Entity Address, Postal Zip Code | 00000 |
City Area Code | 852 |
Local Phone Number | 2919-8916 |
Contact Personnel Name | CHANG TingTing |
Contact Personnel Email Address | tinachang@zybioholdings.com |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets | ||
Cash at banks | $ 101,719 | $ 194,590 |
Accounts receivable, net | 194,138 | 264,749 |
Inventories | 1,238,316 | 1,487,683 |
Amounts due from related companies | 324,337 | 188,202 |
Prepaid expenses and other current assets | 224,392 | 301,370 |
Total current assets | 2,082,902 | 2,436,594 |
Other assets | ||
Right-of-use assets | 759,314 | 1,005,649 |
Property, plant and equipment, net | 10,659 | 15,353 |
Total other assets | 769,973 | 1,021,002 |
Total assets | 2,852,875 | 3,457,596 |
Current liabilities | ||
Bank loans | 462,029 | 402,254 |
Accrued expenses and other current payables | 234,408 | 257,854 |
Lease liabilities, current | 139,137 | 101,134 |
Total current liabilities | 835,574 | 761,242 |
Non-current liabilities | ||
Bank loan, non-current | 366,653 | 261,251 |
Lease liabilities, non-current | 709,248 | 934,610 |
Total non-current liabilities | 1,075,901 | 1,195,861 |
Total liabilities | 1,911,475 | 1,957,103 |
Stockholders' equity | ||
Ordinary shares, 50,000,000 shares authorized at par value of $0.001 each; 17,547,118 and 17,145,000 shares issued and outstanding as of March 31, 2022 and 2021, respectively | 17,547 | 17,145 |
Additional paid-in capital | 2,115,207 | 1,563,472 |
Accumulated losses | (1,367,834) | (242,269) |
Accumulated other comprehensive income | 176,480 | 162,145 |
Total stockholders' equity | 1,941,400 | 1,500,493 |
Total liabilities and stockholders' equity | $ 2,852,875 | $ 3,457,596 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, par value | $ 0.001 | $ 0.001 |
Ordinary shares, shares issued | 17,547,118 | 17,145,000 |
Ordinary shares, shares outstanding | 17,547,118 | 17,145,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
NET SALES | $ 2,238,526 | $ 1,635,420 |
Cost of sales | (846,968) | (281,962) |
Gross profit | 1,481,558 | 1,353,458 |
General and administrative expenses | (1,042,007) | (574,634) |
Research and development expenses | (680,313) | (211,037) |
Selling and marketing expenses | (888,424) | (582,382) |
Operating loss | (1,129,186) | (14,595) |
Other income (expenses) | ||
Other income (expenses) | 3,198 | 11,133 |
Government grant | 46,740 | |
Interest. income | 163 | 90 |
Interest expense | (35,361) | (24,650) |
Total other income(expenses), net | 14,740 | (13,427) |
Loss before income tax | (1,114,446) | (28,022) |
Income tax expense | (11,119) | 0 |
Net loss | (1,125,565) | (28,022) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (14,335) | (48,705) |
Comprehensive loss | $ (1,139,900) | $ (76,727) |
Loss per share – Basic and diluted (cents) | $ (6.51) | $ (0.16) |
Weighted average number of shares – Basic and diluted | 17,283,258 | 17,145,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 17,145 | $ 1,563,472 | $ (214,247) | $ 113,440 | $ 1,479,810 |
Balance at beginnig, Shares at Mar. 31, 2020 | 171,450,000 | ||||
Effect of the one-for-ten reverse stock split | |||||
Effect of the one-for-ten reverse stock split, shares | (154,305,000) | ||||
Issuance of shares through private placement | $ 50 | 49,950 | 50,000 | ||
Issuance of shares through private placement, Shares | 50,000 | ||||
Cancellation of shares | $ (50) | (49,950) | (50,000) | ||
Cancellation of shares, shares | (50,000) | ||||
Net loss | (28,022) | (28,022) | |||
Foreign currency translation adjustment | 48,705 | 48,705 | |||
Ending balance, value at Mar. 31, 2021 | $ 17,145 | 1,563,472 | (242,269) | 162,145 | 1,500,493 |
Balance at Ending, Shares at Mar. 31, 2021 | 17,145,000 | ||||
Issuance of shares through private placement | $ 130 | 233,870 | 234,000 | ||
Issuance of shares through private placement, Shares | 130,000 | ||||
Grant of stock options | 318,137 | 318,137 | |||
Exercise of stock options | $ 272 | (272) | |||
Exercise of stock options , shares | 272,118 | ||||
Net loss | (1,125,565) | (1,125,565) | |||
Foreign currency translation adjustment | 14,335 | 14,335 | |||
Ending balance, value at Mar. 31, 2022 | $ 17,547 | $ 2,115,207 | $ (1,367,834) | $ 176,480 | $ 1,941,400 |
Balance at Ending, Shares at Mar. 31, 2022 | 17,547,118 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,125,565) | $ (28,022) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation of property, plant and equipment | 4,694 | 5,990 |
Amortization of right-of-use assets | 178,681 | 176,382 |
Inventory provision included in cost of sales | 240,312 | 0 |
Inventory loss included in cost of sales | 186,383 | 0 |
Stock-based compensation expense | 318,137 | 0 |
Write off of other receivables | 30,920 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (70,611) | 65,142 |
Inventories | (182,531) | 162,276 |
Prepaid expenses and other current assets | 46,058 | (254,853) |
Accounts payables | (706) | |
Accrued expenses and other payables | (23,447) | 140,295 |
Value added and other taxes payable | 0 | 42,691 |
Net cash (used in)/provided by operating activities | (396,969) | 309,195 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | 0 | (5,632) |
Net cash on acquisition | 0 | 4,644 |
Net cash used in investing activities | 0 | (988) |
Cash flows from financing activities: | ||
Proceeds from private placement | 234,000 | 50,000 |
Payment for cancellation of shares | 0 | (50,000) |
Proceeds from bank loans | 567,431 | 663,505 |
Repayment of bank loan | (402,254) | (460,030) |
Advances to related companies | (136,135) | (299,010) |
Net cash used in financing activities | 263,042 | (95,535) |
Effect of exchange rate changes on cash | 41,056 | (78,872) |
Net (decrease)/increase in cash | (92,871) | 133,800 |
Cash at beginning of year | 194,590 | 60,790 |
Cash at end of year | 101,719 | 194,590 |
Supplemental information: | ||
Cash paid for income tax | 11,119 | 660 |
Cash paid for interests | 35,361 | 24,250 |
Major non-cash transactions: | ||
Right of use assets obtained in exchange for operating lease obligations | $ 37,611 | $ 1,148,422 |
Nature of business and organiza
Nature of business and organization | 12 Months Ended |
Mar. 31, 2022 | |
Nature Of Business And Organization | |
Nature of business and organization | Note 1 — Nature of business and organization Nature of operations Zhong Yuan Bio-Technology Holdings Limited (“ZY Holdings” or the “Company”) was incorporated in the Cayman Islands on July 5, 2016. The Company is an investment holding company. Through its wholly-owned subsidiaries, the Company is engaged in the businesses of developing early detection kits for brain diseases and new drugs for neurological diseases; sales of plant-derived nervonic acid health supplements; provision of technical supporting services and sales of Acer truncatum seedlings. ZY Holdings together with its subsidiaries are collectively referred to as the “Company”. Share Exchange On August 31, 2019, ZY Holdings closed on a share exchange (the “Share Exchange”) with Zhong Yuan Investment Limited (“Zhong Yuan Investment”), a Seychelles company. Prior to the exchange, Zhong Yuan Investment owned 100 161,500,000 100 170,000,000 95 The Share Exchange has been accounted for as a reverse acquisition using the purchase method of accounting, with no goodwill being recognized. ZY Holdings (the legal acquirer) has been considered the accounting acquiree and China Bio (the legal acquiree) the accounting acquirer. The consolidated financial statements prior to the closing of the Share Exchange are actually those of China Bio, and the accounts of ZY Holdings are consolidated from the date of consummation of the Share Exchange. Reorganization of China Bio In and around January 2018, China Bio completed a reorganization of its legal structure. The reorganization involved the incorporation of China Bio and its wholly owned subsidiaries, Zhong Yuan Bio-Technology (Hong Kong) Limited (“ZY HK”, previously known as Hua Hong Powerloop Technology (Hong Kong) Limited, a holding company incorporated on June 13, 2016 under the laws of Hong Kong) and Zhong Yuan Bio-Technology (Shenzhen) Company Limited (“ZY Shenzhen”, a holding company established on June 10, 2014 under the laws of the People’s Republic of China (“PRC”) and previously known as Shenzhen Chuang Feng Clear Energy Company Limited); and the transfer of all equity ownership of Bao Feng Bio-Technology (Beijing) Limited (“BF Beijing”, previously known as Beijing Yuan Bao Feng Century Agricultural Technology Limited, an operating company incorporated on August 30, 2012 under the laws of the PRC) to ZY Shenzhen from the former shareholders of BF Beijing. On January 19, 2018, ZY Shenzhen entered into an agreement to acquire 100% of the equity ownership of BF Beijing for a total cash consideration of $ 1,351,500 Since China Bio and its subsidiaries have effectively been controlled by the same group of shareholders before and after the reorganization, they are considered under common control. The above-mentioned transactions have been accounted for as recapitalization of BF Beijing with no adjustment to the historical basis of the assets and liabilities of BF Beijing and the operations were consolidated as though the transaction occurred as of the beginning of the first accounting period presented in these financial statements. For the purpose of presenting the financial statements on a consistent basis, the consolidated financial statements have been prepared as if the Company, ZY Shenzhen and ZY HK had been in existence since the beginning of the earliest period presented and throughout the whole periods covered by these financial statements. Acquisition of Dandong BF by BF Beijing On December 31, 2020, the Company’s primary operating subsidiary, BF Beijing, completed its acquisition of a 100% equity interest in Dandong Bao Feng Seedling Technology Co., Limited (“Dandong BF”) from Mr. Yu Chang, the major shareholder of the Company and the father of Ms. Ting Chang, the Company’s CEO and director, for a total consideration of RMB 10,500,000 1,500,000 160,000 465,460 7,340,000 1,082,000 Dandong BF was incorporated in the PRC on March 11, 2019 and is principally engaged in the research, development and growing of Acer truncatum seedlings in Dandong city, Liaoning Province, in the northeastern region of the PRC. The acquisition had been accounted for as a business combination and the results of the operation of Dandong BF have been included in the Company’s consolidated financial statements from the acquisition date. The Company made estimates and judgments in determining the fair value of acquired assets and liabilities, based on an independent preliminary valuation report and management’s experience with similar assets and liabilities. The following table summarizes the estimated fair value of major classes of assets acquired and liabilities assumed at the date of acquisition, using the exchange rate of 6.5274 on that day. Schedule of estimated fair value of major classes of assets acquired and liabilities Fair Value ($) Cash 4,644 Inventories 1,425,080 Amount due from a related party 151,362 Property, plant and equipment, net 5,873 Other assets 21,641 Net assets value 1,608,600 Goodwill — Total purchase consideration 1,608,600 In the consolidated statements of operations, revenues and expenses included operations of Dandong BF since January 2, 2021, which is the day after acquisition date. Reverse Stock Split On July 24, 2020, the Company completed a one-for-ten reverse stock split of the Company’s ordinary shares (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the authorized share capital of the Company was decreased from 500,000,000 ordinary shares with a par value of US$0.0001 each to 50,000,000 ordinary shares with a par value of US$0.001 each, and the number of issued and outstanding ordinary shares was decreased from 171,450,000 shares to 17,145,000 shares. Private Placement On December 13, 2019, the Company closed on the sale of 1,450,000 ordinary shares (pre-Reverse Stock Split) to independent shareholders, at a purchase price of $0.10 per share, pursuant to a private securities offering. On November 17, 2020, the Company sold 50,000 ordinary shares to an independent shareholder, at a purchase price of $1.00 per share, pursuant to a private securities offering. On November 15, 2021, the Company sold 130,000 ordinary shares to independent shareholders 2.00 On April 29, 2022, the Company sold 100,000 4.00 20,000 4.00 Cancellation of shares On November 17, 2020, the Company acquired 25,000 ordinary shares (post-Reverse Stock Split) from one of the shareholders of the Company at total consideration of US$25,000. These shares were thereafter cancelled. On November 18, 2020, the Company acquired 25,000 ordinary shares (post-Reverse Stock Split) from one of the shareholders of the Company at total consideration of US$25,000. These shares were thereafter cancelled. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Mar. 31, 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 accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Schedule of consolidated financial statements Name Place of incorporation Date of incorporation Business engaged in Effective ownership as of March 31 2022 Effective ownership as of March 31, 2021 ZY Holdings Cayman Islands July 5, 2016 Investment holding 100 100 China Bio Republic of Seychelles June 27, 2016 Investment holding 100 100 ZY HK Hong Kong June 13, 2016 Investment holding 10.0 100 ZY Shenzhen PRC June 10, 2014 Investment holding 100 100 BF Beijing PRC August 30, 2012 Nervonic acid research, development of nervonic acid based herbal and chemical drugs and the sales of health supplements continuing nervonic acid 100 100 Dandong BF PRC March 11, 2019 Research, development and growing of Acer truncatum seedlings 100 100 COVID-19 outbreak On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. We are uncertain as to when any new outbreaks of COVID-19 will be contained, and we cannot predict if the impact of any such outbreaks or associated lockdown measures will be short-lived or long-lasting. If the outbreaks of COVID-19 are not effectively controlled within a short period of time, our business, financial condition, results of operations and prospects may be materially and adversely affected. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the year ended March 31, 2022. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include but not limited to the useful lives of property and equipment and capitalized development cost, impairment of long-lived assets, revenue recognition, valuation of accounts receivables, inventories and stock-based compensation, provision for contingent liabilities, and realization of deferred tax assets and uncertain tax positions. Actual results could differ from these estimates. Foreign currency translation The subsidiaries within the Company maintain their books and records in their respective functional currency, Chinese Renminbi (“RMB”) and Hong Kong dollars (“HK$”), being the lawful currency in the PRC and Hong Kong, respectively. The Company’s financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of operations and comprehensive loss. The exchange rates used to translate amounts in RMB and HK$ into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows:- Schedule of exchange rates 2022 2021 Balance sheet items, except for equity accounts RMB1=$0.1577 HK$1=$0.1277 RMB1=$0.1526 HK$1=$0.1286 Items in statements of income and cash flows RMB1=$0.1558 HK$1=$0.1284 RMB1=$0.1475 HK$1=$0.1290 No representation is made that the RMB and HK$ amounts could have been, or could be, converted into U.S. dollars at the above rates. Fair value measurement ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets 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 to the valuation methodology are unobservable. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepayments, deposits and other current assets, accounts payable, customer deposits, salaries and benefits payables, and taxes payable approximates their recorded values due to their short-term maturities. The fair value of the long term prepayments, deposits and other assets approximate their carrying amounts because the deposits were paid in cash. Related parties The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Cash Cash comprise cash at banks and on hand, which includes deposits with original maturities of three months or less with commercial banks in the PRC. As of March 31, 2022 and 2021, cash balances were $ 101,719 194,590 Prepayments, deposits and other current assets, net Prepayment, deposits and other current assets, net, primarily consists of advances to suppliers for purchasing goods or services; deposits paid; prepaid expenses and other receivables. Prepayments, deposits and other current assets are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. Accounts receivable, net Accounts receivable, net are stated at the original amount less an allowance for doubtful accounts on such receivables. The allowance for doubtful accounts is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect the Company’s customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss. Accounts receivables are recorded at the invoiced amounts and presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated 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, its current credit-worthiness and current economic trends. Accounts receivables are written off after exhaustive efforts at collection. Inventories Inventories are stated at the lower of cost or net realizable value on consolidated balance sheets. Cost of inventories is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving, damaged and lost goods, which is dependent upon factors such as historical and forecasted demand and prevailing market conditions. Write-downs are recorded in cost of revenues on the consolidated statements of operations and comprehensive loss. Property and equipment, net Property and equipment, net, mainly comprise fixtures and furniture, computer and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated over the estimated useful lives of the assets on a straight-line basis, after considering the estimated residual value. The estimated useful lives are as follows: Schedule of estimated useful lives Useful Life Office equipment, fixtures and furniture 3 5 Computer equipment 3 5 Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and the related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is charged to the statement of operations and comprehensive loss. Impairment for long-lived assets Long-lived assets, including office equipment, furniture and fixtures, computer equipment and right of use asset are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company measures impairment by comparing the carrying values of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Company would recognize an impairment loss based on the excess of the carrying value over the assessed discounted cash flow amount. For the years ended March 31, 2022 and 2021, the Company recognized nil 0 Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or net basis. The Company is acting as the principal if it obtains control over the goods and services before they are transferred to customers. When the Company is primarily obligated in a transaction, is generally subject to inventory risk, has latitude in establishing prices, or has several but not all of these indicators, the Company acts as the principal and revenue is recorded on a gross basis. When the Company is not primarily obligated in a transaction, does not generally bear the inventory risk and does not have the ability to establish the price, the Company acts as the agent and revenue is recorded on a net basis. The Company currently generates its revenue from the following main sources: (a) Sales of health care supplements Sales of health care supplements are recognized at a point in time when title transfers and the risks and rewards of ownership have passed to customers and when the selling price has been fixed and collectability is reasonably assured. The Company does not provide its customers with the right of return (except for quality), after-sale warranty or price protection. There are no customer acceptance provisions associated with the Company’s products. The Company is subject to value added tax at a range of 9 13 (b) Technical supporting services Technical supporting service income is recognized at a point in time when the services are rendered under the respective service contract terms and the contract amount is fixed by the service contract terms and collectability of service income is reasonably assured. The Company is subject to value added tax at 6% on technical supporting service income in the PRC. The Company presents the technical supporting service income net of valued added tax. (c) Sales of Acer truncatum seedlings Sales of Acer truncatum seedlings are recognized at a point in time when title transfers and the risks and rewards of ownership have passed to customers and when the selling price has been fixed and sales proceeds are received. Revenue generated from the sale of Acer truncatum is exempted from value added tax in the PRC. Cost of Revenues The cost of revenue primarily consists of the cost of the inventory sold and cost of technical supporting services outsourced. Research and development Expenditure on research activities is recognized as an expense in the period in which it is incurred. Government grant Government grant mainly represents amounts received from central and local governments in connection with the Company’s expenditure in research to technology development. Such amounts are recognized in the consolidated income statements upon receipt and when all conditions attached to the grant are fulfilled. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the vesting period or immediately if fully vested and non-forfeitable. The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Operating leases The Company adopted ASU 2016-02, Leases (Topic 842), on April 1, 2019, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets as of March 31, 2022 and 2021, respectively. Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended March 31, 2022 and 2021. All of the tax returns of the Company’s subsidiaries in China remain subject to examination by the tax authorities for five years from the date of filing. Value added tax (“VAT”) Revenue represents the invoiced value of products sold and services provided , net of VAT. The VAT is based on gross sales price and VAT rates range up to 13%, depending on the type of products sold and services provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiary in China, have been and remain subject to examination by the tax authorities for five years from the date of filing. Employee defined contribution plan Full time employees of the Company in the PRC participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labour regulations require that the Company make contributions to the government for these benefits based on a certain percentage of the employee’s salaries with a cap as defined under the Chinese labour regulations. The Company has no legal obligation for the benefits beyond the contributions. The total employee benefits expensed as incurred were $ 78,685 42,065 Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential Ordinary Shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential Ordinary Shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The following table presents a reconciliation of basic and diluted loss per share for the years ended March 31, 2022 and 2021: Schedule of reconciliation of basic and diluted loss per share 2022 2021 Net loss $ 1,125,565 $ 28,022 Weighted average number of ordinary shares outstanding - basic and diluted 17,283,258 17,145,000 Net loss per share - basic and diluted $ 6.51 cents $ 0.16 cents For the year ended March 31, 2022, 13,000 For the year ended March 31, 2021, no Significant risk and uncertainties (a) Concentration of credit risk Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash, restricted cash, accounts receivable and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of March 31, 2022 and 2021, the aggregate amount of cash of $101,719 and $194,590, respectively, were held at major financial institutions in the PRC, where there is currently no rule or regulation requiring the financial institutions to maintain insurance to cover bank deposits in the event of bank failure. To limit exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in the PRC. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company establishes an accounting policy for allowance for doubtful accounts based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions. (b) Foreign currency risk A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. The Company’s functional currency is the RMB, and the Company’s financial statements are presented in U.S. dollars. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB. To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. (c) Significant customers Sales revenue from three major customers was $ 652,478 602,969 28.0 38.6 10 $ 122,402 151,389 (d) Significant suppliers Purchases from two major vendors was $ 108,512 87,439 73.6 86.4 Comprehensive income (loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company’s subsidiaries not using the U.S. dollar as their functional currencies. Statement of Cash Flows In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable and other financial instruments. This standard is effective for the Company beginning December 15, 2022. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company believes that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The new guidance is effective for the Company for the year ending March 31, 2023. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and issued a subsequent amendment which refines the scope of the ASU and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate reform activities in January 2021 within ASU 2021-01 (collectively, including ASU 2020-04, “ASC 848”). ASC 848 provides optional expedients and exceptions for applying U.S. GAAP on contract modifications and hedge accounting to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The ASU 2020-04 is effective for all entities as of March 12, 2020, through December 31, 2022, at which time transition is expected to be complete. As the Company do not fall within the scope of Topic 848 or have contracts with references to a reference rate expected to be discontinued, the Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies an issuer’s accounting for certain convertible instruments and the application of derivatives scope exception for contracts in an entity’s own equity. This guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and required enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The new guidance is required to be applied either retrospectively to financial instruments outstanding as of the beginning of the first comparable reporting period for each prior reporting period presented or retrospectively with the cumulative effect of the change to be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. This guidance is effective for the Company for the year ending March 31, 2024. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In May 2021, the FASB issued ASU 2021-04, “Earnings per share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”, which codify the final consensus reached by of the FASB Emerging Issues Task Force on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). This guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. This guidance is effective for the Company for the year beginning after December 15, 2021. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance”, which requires the issuer to disclose information about certain types of government assistance they receive in the notes to the financial statements. ASU 202 |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 3 — Segment Information The Company has three reportable segments: sales of health care supplements; technical supporting services; and sales of Acer truncatum seedlings. Segments were identified based on the Company’s internal reporting and how the chief operating decision maker (“CODM”) assesses the performance of the businesses. Key financial performance measures of the segments are as follows: For the year ended March 31, 2022 Schedule of segment reporting information Segment Net Sales Cost of Sales Segment results as assessed by the CODM Sales of health care supplements $ 1,799,074 $ 158,563 $ 1,640,511 Technical supporting services 529,452 261,710 267,742 Sales of Acer truncatum seedlings — 426,695 (426,695 ) Total $ 2,328,526 $ 846,968 $ 1,481,558 For the year ended March 31, 2021 Segment Net Sales Cost of Sales Segment results as assessed by the CODM Sales of health care supplements $ 1,373,412 $ 163,962 $ 1,209,450 Technical supporting services 56,356 — 56,356 Sales of Acer truncatum seedlings 205,652 118,000 87,652 Total $ 1,635,420 $ 281,962 $ 1,353,458 |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
Accounts receivable, net | Note 4 — Accounts receivable, net Accounts receivable, net, consists of the following: Accounts receivable As of March 31, 2022 2021 Accounts receivable $ 194,138 $ 264,749 Less: Allowance for doubtful accounts — — Total accounts receivable, net $ 194,138 $ 264,749 |
Inventories
Inventories | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 — Inventories Inventories consisted of the following: Inventories As of March 31, 2022 2021 Raw materials $ 16,971 $ — Work in progress — — Finished goods 1,221,345 1,487,683 Inventory net $ 1,238,316 $ 1,487,683 Slow moving inventories amounting to $ 240,312 0 |
Amounts due from related compan
Amounts due from related companies | 12 Months Ended |
Mar. 31, 2022 | |
Amounts Due From Related Companies | |
Amounts due from related companies | Note 6 — Amounts due from related companies Amounts due from related companies were unsecured, non-interest bearing and repayable on demand and consisted of the following: Schedule of Amounts due from related companies As of March 31, Amounts due from: 2022 2021 Dunhua Acer Truncatum Seedling Planting Co. Ltd. $ 169,212 $ 150,769 Zhong Yuan Nervonic Acid Bio-technology Co. Ltd. 77,506 37,433 Ai Rui Tai Ke Fertilizer Co. Ltd. 53,791 — Zhong Yuan Bo Rui Bio-technology (Zhuhai Hengqin) Co. Ltd. 23,828 — $ 324,337 $ 188,202 Mr. Yu Chang, the Company’s major shareholder and father of Ms. Ting-ting Chang, CEO and director of the Company, has significant influence on these companies as mentioned above and/or is one of the directors of these companies. Therefore, the Company considers these companies are related companies. |
Prepayments, deposits and other
Prepayments, deposits and other current assets | 12 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepayments, deposits and other current assets | Note 7 — Prepayments, deposits and other current assets Prepayments, deposits and other current assets consisted of the following: Prepayments, deposits and other assets As of March 31, 2022 2021 Advances to suppliers $ 34,661 $ 132,718 Deposits 21,061 26,924 Prepaid expenses 157,156 63,994 Other receivables, net of allowance of $nil (2022) and $nil (2021) 11,514 77,734 Prepaid expenses $ 224,392 $ 301,370 |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Note 8 — Property, plant and equipment, net Property, plant and equipment, net, consisted of the following: Property, plant and equipment, net As of March 31, 2022 2021 Computer equipment $ 22,690 $ 22,690 Office equipment, fixtures and furniture 22,178 22,178 Subtotal 44,868 44,868 Less: Accumulated depreciation (34,209 ) (29,515 ) Total $ 10,659 $ 15,353 Depreciation expense for the years ended March 31, 2022 and 2021 amounted to $ 4,694 5,990 |
Accrued liabilities and other c
Accrued liabilities and other current payables | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities and other current payables | Note 9 — Accrued liabilities and other current payables Accrued liabilities and other payables consisted of the following: Schedule of accrued liabilities and other payables As of March 31, 2022 2021 Advances from customers $ 4,248 $ 85,249 Accrued liabilities 209,019 97,238 Other current payables 21,141 23,775 Accrued expenses and other payables $ 234,408 $ 206,262 |
Bank loans
Bank loans | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Bank loans | Note 10 — Bank loans Bank loans consisted of the following: Bank loans As of March 31, 2022 2021 Unsecured loan from China Construction Bank wholly repayable within 1 year $ 257,997 $ 402,254 Unsecured loan from Bank of Beijing wholly repayable within 1 year 204,032 — Total unsecured bank loan wholly repayable within 1 year 462,029 402,254 Secured loan from China Construction Bank wholly repayable more than 1 year 366,653 261,251 Total $ 828,682 $ 663,505 As of March 31, 2022, the outstanding 257,997 1,636,000 3.8525 The outstanding loan from Bank of Beijing of $ 204,032 1,293,798 4.8 As of March 31, 2022, the outstanding 366,653 2,325,000 4.4 Interest expenses for the years ended March 31, 2022 and 2021 were $ 35,361 24,250 |
Stock-based compensation expens
Stock-based compensation expense | 12 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Stock-based compensation expense | Note 11 — Stock-based compensation expense On May 4, 2020, the Company granted cashless options (the “Options”) to purchase 6,000,000 (pre-Reverse Stock Split) or 600,000 (post-Reverse Stock Split) ordinary shares of the Company at $ 0.05 The fair value of 600,000 (post-Reverse Stock Split) Options was calculated using Black Scholes model with the following assumptions: Schedule of fair value assumptions Valuation date (the date of granting) May 4, 2020 May 4, 2020 Number of shares 300,000 300,000 Vesting date July 15, 2021 July 15, 2021 Maturity date July 15, 2026 July 15, 2027 Fair value per share $ 1.00 $ 1.00 Exercise price per share $ 0.50 $ 0.50 Risk free rate 0.46 % 0.46 % Dividend yield 0.00 % 0.00 % Exercise multiple 2.80 2.80 Expected terms (years) from the date of granting 6.20 7.20 Expected volatility 48.73 % 47.74 % Value per Option $ 0.611983 $ 0.632 The non-cash stock-based compensation expense of $ 318,137 no As of March 31, 2022, there were 300,000 Stock option activity under the Company’s stock-based compensation plan is shown below: Schedule of stock-based compensation plan Number of Shares (post-Reverse Stock Split) Average Exercise Price per Share (post-Reverse Stock Split) Weighted Average Remaining Contractual Term in Years Outstanding as of April 1, 2020 — $ N/A N/A Exercisable as of April 1, 2020 — N/A N/A Granted 600,000 $ 0.5 N/A Exercised — — — Forfeited — — — Outstanding as of April 1, 2021 600,000 0.5 N/A Exercisable as of April 1, 2021 — — — - - Granted — N/A N/A Exercised (300,000 ) $ 0.5 N/A Forfeited — N/A N/A Outstanding as of March 31, 2022 300,000 $ 0.5 5.4 Exercisable as of March 31, 2022 — $ — — |
Taxes
Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Taxes | Note 12 — Taxes (a) Income tax Cayman Islands The Company was incorporated in the Cayman Islands Republic of Seychelles China Bio-Tech was incorporated in the Republic of Hong Kong ZY HK was incorporated in Hong Kong and is subject to 16.5 2 PRC ZY Shenzhen is governed by the Enterprise Income Tax (“EIT”) laws of the PRC. Under the EIT laws of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a uniform 25% enterprise income tax rate. As ZY Shenzhen is an investment holding company, there was no revenue recorded in the books of ZY Shenzhen and as a result, there was no EIT for the years ended March 31, 2022 and 2021. BF Beijing is governed by the EIT laws of the PRC and is subject to EIT at a uniform rate of 25%. Because BF Beijing is qualified as a small-scale and low-profit enterprise of which its annual taxable income must not be more than RMB3 million; its number of employees must not exceed 300 and its total assets must not exceed RMB50 million, BF Beijing enjoys a reduced tax rate of 5% on annual taxable income not exceeding RMB1 million and the remaining annual taxable income from RMB1 million to RMB3 million can enjoy a reduced tax rate of 10%. Commencing from the fiscal year started from January 1, 2021, the first RMB1 million of annual taxable income is taxed at half of the current reduced tax rate of 5% (i.e. 2.5%) while the remaining annual taxable income from RMB1 million to RMB3 million continues to be taxed at the current reduced tax rate of 10%. BF Beijing is also qualified as high and new technology enterprise and is also subject to a preferential income tax rate of 15%. Because BF Beijing is qualified as a small-scale and low-profit enterprise as well as a high and new technology enterprise, BF Beijing is then subject to the following income tax rates: Schedule of income tax rate Annual taxable income Income tax rate Not more than RMB1 million 2.5 RMB1 million to RMB3 million 10.0 Exceeding RMB3 million 15.0 Dandong BF is exempted from the EIT in the PRC because of its agricultural business. The income tax provision consisted of the following components: Schedule of provision for income taxes Years ended March 31, 2022 2021 Current tax $ 11,119 — Deferred tax — — Total provision for income taxes $ 11,119 $ — The following table presents a reconciliation of the differences between the Company’s statutory income tax expense and the product of loss before tax multiplied by the PRC Enterprise Income tax Rate for the years ended March 31, 2022 and 2021. Schedule of Effective Income Tax Rate Reconciliation Years ended March 31 2022 2021 % % Loss before tax 1,114,446 28,022 Tax at the PRC enterprise income tax rate of 25% (278,611 ) (7,005 ) Tax effect of preferential tax rate for small scale and low profit enterprise (11,255 ) (16,984 ) Tax effect of tax loss not recognized 274,330 79,772 Tax effect of non-deductible expenses and non-taxable income, net 26,655 (55,783 ) Effective income tax rate 11,119 — As of March 31, 2022 and 2021, there were no deferred tax assets and liabilities recognized. As at March 31, 2022, the Group has unused tax losses of $ 1,675,496 578,176 (b) Sales tax The Company’s subsidiaries incorporated in the PRC are subject to a value added tax (“VAT”)for services rendered at a rate of 6% and for goods sold at a rate varying from 0% to 13% of the gross sales price depending on their categories in different periods. A credit is available whereby the VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on sales of the finished products and services. There is no VAT for Dandong BF which carries out the agricultural business. (c) Tax payable The Company does not have material income tax payable as of March 31, 2022 and 2021. |
Capital transactions
Capital transactions | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Capital transactions | Note 13 — Capital transactions (a) Stock Split On July 24, 2020, the Company completed a 1-for-10 All shares of ordinary shares and amount per share referenced in this report have been adjusted retroactively to reflect the Stock Split. (b) Private Placement On November 17 , 2020, the Company sold 50,000 1.00 On November 15, 2021, the Company sold 130,000 2.00 (c) Share cancellation On November 17, 2020 the Company cancelled 50,000 (d) Cashless exercise of Options On December 2, 2021, 300,000 272,118 |
Related party transactions
Related party transactions | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 14 — Related party transactions On December 31, 2020, the Company completed the acquisition of 100% equity interest in Dandong BF from Mr. Yu Chang, the Company’s major shareholder and father of Ms. Ting-ting Chang, CEO and director of the Company, for a total consideration of $1,482,600 (or RMB10,500,000). Details are set out in note 1 under the heading “Acquisition of Dandong BF by BF Beijing”. During the year ended March 31, 2022, the Company provided technical supporting services to Beijing Guo Bao Feng Bio-technology Co. Ltd. and Zhong Yuan Bo Rui Bio-technology (Zhuhai Hengqin) Co. Ltd., both of which Mr. Yu Chang, the Company’s major shareholder and father of Ms. Ting-ting Chang, CEO and director of the Company, has interests and/or is a director, and generated service income of $ 44,094 38,215 During the year ended March 31, 2022, the following related companies provided the research and development services to the Company: Schedule of research and development services Name Description of R&D project Contract sum % of Completion Recognized as R&D expenses Outstanding contract sum $ $ $ Dunhua Acer Truncatum Seedling analysis 109,060 70 % 65,436 43,624 Zhong Yuan Nervonic Acid Nervonic acid 155,800 75 % 116,850 38,950 Zhong Yuan Nervonic Acid Nervonic acid 67,306 100 % 67,306 — Ai Rui Tai Ke Fertilizer Co. Ltd. Chemical elements, lignin, cellulose 94,337 80 % 75,470 18,867 Ai Rui Tai Ke Fertilizer Co. Ltd. Chemical elements, lignin, cellulose 124,640 75 % 93,480 31,160 Zhong Yuan Bo Rui Metabolomics testing and analysis 272,650 70 % 190,855 81,795 Total 823,793 609,397 214,396 |
Statutory reserves
Statutory reserves | 12 Months Ended |
Mar. 31, 2022 | |
Statutory Reserves | |
Statutory reserves | Note 15 — Statutory reserves In accordance with the relevant PRC laws and regulations, the Group’s subsidiaries in the PRC are required to provide for certain statutory reserves, which are appropriated from net profit as reported in accordance with PRC accounting standards. The Group’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. Appropriations to other types of reserves in accordance with relevant PRC laws and regulations are to be made at the discretion of the board of directors of each of the Group’s subsidiaries in the PRC. The statutory reserves are restricted from being distributed as dividends under PRC laws and regulations. |
Contingencies and commitment
Contingencies and commitment | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and commitment | Note 16 — Contingencies and commitment (a) Contingencies From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe that these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. (b) Lease commitment As of March 31, 2022, the Company leases offices space and warehouse for its inventories under certain non-cancelable operating leases, with terms ranging between one and five years. The Company considers that those renewal or termination options are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The table below presents the operating lease related assets and liabilities recorded on the consolidated balance sheets: Schedule of operating lease related assets and liabilities As of March 31 2022 2021 Rights of use lease assets $ 759,314 $ 1,005,649 Lease liabilities, current $ 139,137 $ 101,134 Lease liabilities, non-current 709,248 934,610 Total operating lease liabilities 848,385 $ 1,035,744 As of March 31, 2022, the weighted average remaining lease terms and discount rates for all of operating leases were as follows: Weighted average remaining lease term (years) 5.45 7.45 Weighted average discount rate 4.90 4.75 The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2022: Schedule of maturities of lease liabilities 2023 $ 177,684 2024 120,874 2025 113,777 2026 154,809 2027 and thereafter 437,549 Total undiscounted cash flows 1,004,693 Less: imputed interest (156,308 ) Present value of lease liabilities $ 848,385 Operating 178,681 140,491 |
Subsequent events
Subsequent events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 17 — Subsequent events On April 29, 2022, the Company sold 100,000 ordinary shares, at a purchase price of $4.00 per share to an independent shareholder, pursuant to a private securities offering conducted under Regulation S promulgated under the Securities Act. On May 13, 2022, the Company obtained a new facility of credit limit of RMB 1,500,000 from China Construction Bank for a term of 12 months, with floating interest rate charged at 0.5% over the 1-year PRC prime lending rate. On June 1, 2022, the Company obtained a new facility of credit limit of RMB 2,498,439 from Bank of Beijing for a term of 12 months, with floating interest rate charged at 0.6% over the 1-year PRC prime lending rate. On June 1, 2022, the Company obtained a new facility of credit limit of RMB 1,005,000 from Bank of Beijing for a term of 12 months, with floating interest rate charged at 0.6% over the 1-year PRC prime lending rate. On June 15, 2022, the Company sold 20,000 ordinary shares to two shareholders of the Company and 12,500 ordinary shares to independent shareholders, at a purchase price of $4.00 and $5.00 per share, respectively, pursuant to a private securities offering conducted under Regulation S promulgated under the Securities Act. Saved as disclosed above, in accordance with ASC Topic 855, “Subsequent Events” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were available to issue. Based upon this review, the Company has not identified any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Comparative figures
Comparative figures | 12 Months Ended |
Mar. 31, 2022 | |
Comparative Figures | |
Comparative figures | Note 18 — Comparative figures The comparative figures of the consolidated balance sheet and consolidated statement of operations and comprehensive loss were reclassified to conform to the presentation in current year. For the comparative figures of the consolidated balance sheet, the accrued expenses and other payables and the value added and other tax payable were combined and disclosed as accrued expense and other current payables in current year. For the comparative figures of the consolidated statement of operations and comprehensive loss, the business tax, which was offset with the net sales in last year, was allocated to the cost of sales in current year; the income tax expense in last year was reclassified to the other income, net in current year. Saved as disclose above, all other comparative figures of the consolidated balance sheet and consolidated statement of operations and comprehensive loss remains unchanged. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Schedule of consolidated financial statements Name Place of incorporation Date of incorporation Business engaged in Effective ownership as of March 31 2022 Effective ownership as of March 31, 2021 ZY Holdings Cayman Islands July 5, 2016 Investment holding 100 100 China Bio Republic of Seychelles June 27, 2016 Investment holding 100 100 ZY HK Hong Kong June 13, 2016 Investment holding 10.0 100 ZY Shenzhen PRC June 10, 2014 Investment holding 100 100 BF Beijing PRC August 30, 2012 Nervonic acid research, development of nervonic acid based herbal and chemical drugs and the sales of health supplements continuing nervonic acid 100 100 Dandong BF PRC March 11, 2019 Research, development and growing of Acer truncatum seedlings 100 100 |
COVID-19 outbreak | COVID-19 outbreak On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. We are uncertain as to when any new outbreaks of COVID-19 will be contained, and we cannot predict if the impact of any such outbreaks or associated lockdown measures will be short-lived or long-lasting. If the outbreaks of COVID-19 are not effectively controlled within a short period of time, our business, financial condition, results of operations and prospects may be materially and adversely affected. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the year ended March 31, 2022. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include but not limited to the useful lives of property and equipment and capitalized development cost, impairment of long-lived assets, revenue recognition, valuation of accounts receivables, inventories and stock-based compensation, provision for contingent liabilities, and realization of deferred tax assets and uncertain tax positions. Actual results could differ from these estimates. |
Foreign currency translation | Foreign currency translation The subsidiaries within the Company maintain their books and records in their respective functional currency, Chinese Renminbi (“RMB”) and Hong Kong dollars (“HK$”), being the lawful currency in the PRC and Hong Kong, respectively. The Company’s financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of operations and comprehensive loss. The exchange rates used to translate amounts in RMB and HK$ into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows:- Schedule of exchange rates 2022 2021 Balance sheet items, except for equity accounts RMB1=$0.1577 HK$1=$0.1277 RMB1=$0.1526 HK$1=$0.1286 Items in statements of income and cash flows RMB1=$0.1558 HK$1=$0.1284 RMB1=$0.1475 HK$1=$0.1290 No representation is made that the RMB and HK$ amounts could have been, or could be, converted into U.S. dollars at the above rates. |
Fair value measurement | Fair value measurement ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets 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 to the valuation methodology are unobservable. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepayments, deposits and other current assets, accounts payable, customer deposits, salaries and benefits payables, and taxes payable approximates their recorded values due to their short-term maturities. The fair value of the long term prepayments, deposits and other assets approximate their carrying amounts because the deposits were paid in cash. |
Related parties | Related parties The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
Cash | Cash Cash comprise cash at banks and on hand, which includes deposits with original maturities of three months or less with commercial banks in the PRC. As of March 31, 2022 and 2021, cash balances were $ 101,719 194,590 |
Prepayments, deposits and other current assets, net | Prepayments, deposits and other current assets, net Prepayment, deposits and other current assets, net, primarily consists of advances to suppliers for purchasing goods or services; deposits paid; prepaid expenses and other receivables. Prepayments, deposits and other current assets are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. |
Accounts receivable, net | Accounts receivable, net Accounts receivable, net are stated at the original amount less an allowance for doubtful accounts on such receivables. The allowance for doubtful accounts is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect the Company’s customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss. Accounts receivables are recorded at the invoiced amounts and presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated 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, its current credit-worthiness and current economic trends. Accounts receivables are written off after exhaustive efforts at collection. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value on consolidated balance sheets. Cost of inventories is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving, damaged and lost goods, which is dependent upon factors such as historical and forecasted demand and prevailing market conditions. Write-downs are recorded in cost of revenues on the consolidated statements of operations and comprehensive loss. |
Property and equipment, net | Property and equipment, net Property and equipment, net, mainly comprise fixtures and furniture, computer and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated over the estimated useful lives of the assets on a straight-line basis, after considering the estimated residual value. The estimated useful lives are as follows: Schedule of estimated useful lives Useful Life Office equipment, fixtures and furniture 3 5 Computer equipment 3 5 Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and the related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is charged to the statement of operations and comprehensive loss. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including office equipment, furniture and fixtures, computer equipment and right of use asset are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company measures impairment by comparing the carrying values of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Company would recognize an impairment loss based on the excess of the carrying value over the assessed discounted cash flow amount. For the years ended March 31, 2022 and 2021, the Company recognized nil 0 |
Revenue recognition | Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or net basis. The Company is acting as the principal if it obtains control over the goods and services before they are transferred to customers. When the Company is primarily obligated in a transaction, is generally subject to inventory risk, has latitude in establishing prices, or has several but not all of these indicators, the Company acts as the principal and revenue is recorded on a gross basis. When the Company is not primarily obligated in a transaction, does not generally bear the inventory risk and does not have the ability to establish the price, the Company acts as the agent and revenue is recorded on a net basis. The Company currently generates its revenue from the following main sources: (a) Sales of health care supplements Sales of health care supplements are recognized at a point in time when title transfers and the risks and rewards of ownership have passed to customers and when the selling price has been fixed and collectability is reasonably assured. The Company does not provide its customers with the right of return (except for quality), after-sale warranty or price protection. There are no customer acceptance provisions associated with the Company’s products. The Company is subject to value added tax at a range of 9 13 (b) Technical supporting services Technical supporting service income is recognized at a point in time when the services are rendered under the respective service contract terms and the contract amount is fixed by the service contract terms and collectability of service income is reasonably assured. The Company is subject to value added tax at 6% on technical supporting service income in the PRC. The Company presents the technical supporting service income net of valued added tax. (c) Sales of Acer truncatum seedlings Sales of Acer truncatum seedlings are recognized at a point in time when title transfers and the risks and rewards of ownership have passed to customers and when the selling price has been fixed and sales proceeds are received. Revenue generated from the sale of Acer truncatum is exempted from value added tax in the PRC. |
Cost of Revenues | Cost of Revenues The cost of revenue primarily consists of the cost of the inventory sold and cost of technical supporting services outsourced. |
Research and development | Research and development Expenditure on research activities is recognized as an expense in the period in which it is incurred. |
Government grant | Government grant Government grant mainly represents amounts received from central and local governments in connection with the Company’s expenditure in research to technology development. Such amounts are recognized in the consolidated income statements upon receipt and when all conditions attached to the grant are fulfilled. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the vesting period or immediately if fully vested and non-forfeitable. The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. |
Operating leases | Operating leases The Company adopted ASU 2016-02, Leases (Topic 842), on April 1, 2019, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets as of March 31, 2022 and 2021, respectively. |
Income taxes | Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended March 31, 2022 and 2021. All of the tax returns of the Company’s subsidiaries in China remain subject to examination by the tax authorities for five years from the date of filing. |
Value added tax (“VAT”) | Value added tax (“VAT”) Revenue represents the invoiced value of products sold and services provided , net of VAT. The VAT is based on gross sales price and VAT rates range up to 13%, depending on the type of products sold and services provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiary in China, have been and remain subject to examination by the tax authorities for five years from the date of filing. |
Employee defined contribution plan | Employee defined contribution plan Full time employees of the Company in the PRC participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labour regulations require that the Company make contributions to the government for these benefits based on a certain percentage of the employee’s salaries with a cap as defined under the Chinese labour regulations. The Company has no legal obligation for the benefits beyond the contributions. The total employee benefits expensed as incurred were $ 78,685 42,065 |
Earnings per share | Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential Ordinary Shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential Ordinary Shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The following table presents a reconciliation of basic and diluted loss per share for the years ended March 31, 2022 and 2021: Schedule of reconciliation of basic and diluted loss per share 2022 2021 Net loss $ 1,125,565 $ 28,022 Weighted average number of ordinary shares outstanding - basic and diluted 17,283,258 17,145,000 Net loss per share - basic and diluted $ 6.51 cents $ 0.16 cents For the year ended March 31, 2022, 13,000 For the year ended March 31, 2021, no |
Significant risk and uncertainties | Significant risk and uncertainties (a) Concentration of credit risk Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash, restricted cash, accounts receivable and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of March 31, 2022 and 2021, the aggregate amount of cash of $101,719 and $194,590, respectively, were held at major financial institutions in the PRC, where there is currently no rule or regulation requiring the financial institutions to maintain insurance to cover bank deposits in the event of bank failure. To limit exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in the PRC. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company establishes an accounting policy for allowance for doubtful accounts based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions. (b) Foreign currency risk A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. The Company’s functional currency is the RMB, and the Company’s financial statements are presented in U.S. dollars. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB. To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. (c) Significant customers Sales revenue from three major customers was $ 652,478 602,969 28.0 38.6 10 $ 122,402 151,389 (d) Significant suppliers Purchases from two major vendors was $ 108,512 87,439 73.6 86.4 |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company’s subsidiaries not using the U.S. dollar as their functional currencies. |
Statement of Cash Flows | Statement of Cash Flows In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable and other financial instruments. This standard is effective for the Company beginning December 15, 2022. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company believes that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The new guidance is effective for the Company for the year ending March 31, 2023. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and issued a subsequent amendment which refines the scope of the ASU and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate reform activities in January 2021 within ASU 2021-01 (collectively, including ASU 2020-04, “ASC 848”). ASC 848 provides optional expedients and exceptions for applying U.S. GAAP on contract modifications and hedge accounting to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The ASU 2020-04 is effective for all entities as of March 12, 2020, through December 31, 2022, at which time transition is expected to be complete. As the Company do not fall within the scope of Topic 848 or have contracts with references to a reference rate expected to be discontinued, the Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies an issuer’s accounting for certain convertible instruments and the application of derivatives scope exception for contracts in an entity’s own equity. This guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and required enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The new guidance is required to be applied either retrospectively to financial instruments outstanding as of the beginning of the first comparable reporting period for each prior reporting period presented or retrospectively with the cumulative effect of the change to be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. This guidance is effective for the Company for the year ending March 31, 2024. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In May 2021, the FASB issued ASU 2021-04, “Earnings per share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”, which codify the final consensus reached by of the FASB Emerging Issues Task Force on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). This guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. This guidance is effective for the Company for the year beginning after December 15, 2021. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance”, which requires the issuer to disclose information about certain types of government assistance they receive in the notes to the financial statements. ASU 2021-10 also adds a new Topic – ASC 832, Government Assistance – to the FASB’s Codification. The disclosure requirements in ASU 2021-10 apply to all entities, except for not-for-profit entities within the scope of ASC 958, Not-for-Profit Entities Plan Accounting – Defined Benefit Pension Plans Plan Accounting – Defined Contribution Pension Plans Plan Accounting – Health and Welfare Benefit Plans Accounting for Government Grants and Disclosure of Government Assistance) Not-for-Profit Entities – Revenue Recognition The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Nature of business and organi_2
Nature of business and organization (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Nature Of Business And Organization | |
Schedule of estimated fair value of major classes of assets acquired and liabilities | Schedule of estimated fair value of major classes of assets acquired and liabilities Fair Value ($) Cash 4,644 Inventories 1,425,080 Amount due from a related party 151,362 Property, plant and equipment, net 5,873 Other assets 21,641 Net assets value 1,608,600 Goodwill — Total purchase consideration 1,608,600 |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of consolidated financial statements | Schedule of consolidated financial statements Name Place of incorporation Date of incorporation Business engaged in Effective ownership as of March 31 2022 Effective ownership as of March 31, 2021 ZY Holdings Cayman Islands July 5, 2016 Investment holding 100 100 China Bio Republic of Seychelles June 27, 2016 Investment holding 100 100 ZY HK Hong Kong June 13, 2016 Investment holding 10.0 100 ZY Shenzhen PRC June 10, 2014 Investment holding 100 100 BF Beijing PRC August 30, 2012 Nervonic acid research, development of nervonic acid based herbal and chemical drugs and the sales of health supplements continuing nervonic acid 100 100 Dandong BF PRC March 11, 2019 Research, development and growing of Acer truncatum seedlings 100 100 |
Schedule of exchange rates | Schedule of exchange rates 2022 2021 Balance sheet items, except for equity accounts RMB1=$0.1577 HK$1=$0.1277 RMB1=$0.1526 HK$1=$0.1286 Items in statements of income and cash flows RMB1=$0.1558 HK$1=$0.1284 RMB1=$0.1475 HK$1=$0.1290 |
Schedule of estimated useful lives | Schedule of estimated useful lives Useful Life Office equipment, fixtures and furniture 3 5 Computer equipment 3 5 |
Schedule of reconciliation of basic and diluted loss per share | Schedule of reconciliation of basic and diluted loss per share 2022 2021 Net loss $ 1,125,565 $ 28,022 Weighted average number of ordinary shares outstanding - basic and diluted 17,283,258 17,145,000 Net loss per share - basic and diluted $ 6.51 cents $ 0.16 cents |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Schedule of segment reporting information Segment Net Sales Cost of Sales Segment results as assessed by the CODM Sales of health care supplements $ 1,799,074 $ 158,563 $ 1,640,511 Technical supporting services 529,452 261,710 267,742 Sales of Acer truncatum seedlings — 426,695 (426,695 ) Total $ 2,328,526 $ 846,968 $ 1,481,558 For the year ended March 31, 2021 Segment Net Sales Cost of Sales Segment results as assessed by the CODM Sales of health care supplements $ 1,373,412 $ 163,962 $ 1,209,450 Technical supporting services 56,356 — 56,356 Sales of Acer truncatum seedlings 205,652 118,000 87,652 Total $ 1,635,420 $ 281,962 $ 1,353,458 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
Accounts receivable | Accounts receivable As of March 31, 2022 2021 Accounts receivable $ 194,138 $ 264,749 Less: Allowance for doubtful accounts — — Total accounts receivable, net $ 194,138 $ 264,749 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of March 31, 2022 2021 Raw materials $ 16,971 $ — Work in progress — — Finished goods 1,221,345 1,487,683 Inventory net $ 1,238,316 $ 1,487,683 |
Amounts due from related comp_2
Amounts due from related companies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Amounts Due From Related Companies | |
Schedule of Amounts due from related companies | Schedule of Amounts due from related companies As of March 31, Amounts due from: 2022 2021 Dunhua Acer Truncatum Seedling Planting Co. Ltd. $ 169,212 $ 150,769 Zhong Yuan Nervonic Acid Bio-technology Co. Ltd. 77,506 37,433 Ai Rui Tai Ke Fertilizer Co. Ltd. 53,791 — Zhong Yuan Bo Rui Bio-technology (Zhuhai Hengqin) Co. Ltd. 23,828 — $ 324,337 $ 188,202 |
Prepayments, deposits and oth_2
Prepayments, deposits and other current assets (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepayments, deposits and other assets | Prepayments, deposits and other assets As of March 31, 2022 2021 Advances to suppliers $ 34,661 $ 132,718 Deposits 21,061 26,924 Prepaid expenses 157,156 63,994 Other receivables, net of allowance of $nil (2022) and $nil (2021) 11,514 77,734 Prepaid expenses $ 224,392 $ 301,370 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net As of March 31, 2022 2021 Computer equipment $ 22,690 $ 22,690 Office equipment, fixtures and furniture 22,178 22,178 Subtotal 44,868 44,868 Less: Accumulated depreciation (34,209 ) (29,515 ) Total $ 10,659 $ 15,353 |
Accrued liabilities and other_2
Accrued liabilities and other current payables (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other payables | Schedule of accrued liabilities and other payables As of March 31, 2022 2021 Advances from customers $ 4,248 $ 85,249 Accrued liabilities 209,019 97,238 Other current payables 21,141 23,775 Accrued expenses and other payables $ 234,408 $ 206,262 |
Bank loans (Tables)
Bank loans (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Bank loans | Bank loans As of March 31, 2022 2021 Unsecured loan from China Construction Bank wholly repayable within 1 year $ 257,997 $ 402,254 Unsecured loan from Bank of Beijing wholly repayable within 1 year 204,032 — Total unsecured bank loan wholly repayable within 1 year 462,029 402,254 Secured loan from China Construction Bank wholly repayable more than 1 year 366,653 261,251 Total $ 828,682 $ 663,505 |
Stock-based compensation expe_2
Stock-based compensation expense (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Schedule of fair value assumptions | Schedule of fair value assumptions Valuation date (the date of granting) May 4, 2020 May 4, 2020 Number of shares 300,000 300,000 Vesting date July 15, 2021 July 15, 2021 Maturity date July 15, 2026 July 15, 2027 Fair value per share $ 1.00 $ 1.00 Exercise price per share $ 0.50 $ 0.50 Risk free rate 0.46 % 0.46 % Dividend yield 0.00 % 0.00 % Exercise multiple 2.80 2.80 Expected terms (years) from the date of granting 6.20 7.20 Expected volatility 48.73 % 47.74 % Value per Option $ 0.611983 $ 0.632 |
Schedule of stock-based compensation plan | Schedule of stock-based compensation plan Number of Shares (post-Reverse Stock Split) Average Exercise Price per Share (post-Reverse Stock Split) Weighted Average Remaining Contractual Term in Years Outstanding as of April 1, 2020 — $ N/A N/A Exercisable as of April 1, 2020 — N/A N/A Granted 600,000 $ 0.5 N/A Exercised — — — Forfeited — — — Outstanding as of April 1, 2021 600,000 0.5 N/A Exercisable as of April 1, 2021 — — — - - Granted — N/A N/A Exercised (300,000 ) $ 0.5 N/A Forfeited — N/A N/A Outstanding as of March 31, 2022 300,000 $ 0.5 5.4 Exercisable as of March 31, 2022 — $ — — |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax rate | Schedule of income tax rate Annual taxable income Income tax rate Not more than RMB1 million 2.5 RMB1 million to RMB3 million 10.0 Exceeding RMB3 million 15.0 |
Schedule of provision for income taxes | Schedule of provision for income taxes Years ended March 31, 2022 2021 Current tax $ 11,119 — Deferred tax — — Total provision for income taxes $ 11,119 $ — |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation Years ended March 31 2022 2021 % % Loss before tax 1,114,446 28,022 Tax at the PRC enterprise income tax rate of 25% (278,611 ) (7,005 ) Tax effect of preferential tax rate for small scale and low profit enterprise (11,255 ) (16,984 ) Tax effect of tax loss not recognized 274,330 79,772 Tax effect of non-deductible expenses and non-taxable income, net 26,655 (55,783 ) Effective income tax rate 11,119 — |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of research and development services | Schedule of research and development services Name Description of R&D project Contract sum % of Completion Recognized as R&D expenses Outstanding contract sum $ $ $ Dunhua Acer Truncatum Seedling analysis 109,060 70 % 65,436 43,624 Zhong Yuan Nervonic Acid Nervonic acid 155,800 75 % 116,850 38,950 Zhong Yuan Nervonic Acid Nervonic acid 67,306 100 % 67,306 — Ai Rui Tai Ke Fertilizer Co. Ltd. Chemical elements, lignin, cellulose 94,337 80 % 75,470 18,867 Ai Rui Tai Ke Fertilizer Co. Ltd. Chemical elements, lignin, cellulose 124,640 75 % 93,480 31,160 Zhong Yuan Bo Rui Metabolomics testing and analysis 272,650 70 % 190,855 81,795 Total 823,793 609,397 214,396 |
Contingencies and commitment (T
Contingencies and commitment (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease related assets and liabilities | Schedule of operating lease related assets and liabilities As of March 31 2022 2021 Rights of use lease assets $ 759,314 $ 1,005,649 Lease liabilities, current $ 139,137 $ 101,134 Lease liabilities, non-current 709,248 934,610 Total operating lease liabilities 848,385 $ 1,035,744 As of March 31, 2022, the weighted average remaining lease terms and discount rates for all of operating leases were as follows: Weighted average remaining lease term (years) 5.45 7.45 Weighted average discount rate 4.90 4.75 |
Schedule of maturities of lease liabilities | Schedule of maturities of lease liabilities 2023 $ 177,684 2024 120,874 2025 113,777 2026 154,809 2027 and thereafter 437,549 Total undiscounted cash flows 1,004,693 Less: imputed interest (156,308 ) Present value of lease liabilities $ 848,385 |
Nature of business and organi_3
Nature of business and organization (Details) | Mar. 31, 2022 USD ($) |
Nature Of Business And Organization | |
Cash | $ 4,644 |
Inventories | 1,425,080 |
Amount due from a related party | 151,362 |
Property, plant and equipment, net | 5,873 |
Other assets | 21,641 |
Net assets value | 1,608,600 |
Goodwill | |
Total purchase consideration | $ 1,608,600 |
Nature of business and organi_4
Nature of business and organization (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 $ / shares shares | Apr. 29, 2022 $ / shares shares | Nov. 15, 2021 $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CNY (¥) | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2020 USD ($) | Sep. 30, 2020 CNY (¥) | |
common stock shares outstanding | 17,547,118 | 17,145,000 | |||||||
Total consideration | $ 1,500,000 | ¥ 10,500,000 | |||||||
Deposits | $ 465,460 | ¥ 160,000 | |||||||
Due to related party | $ 324,337 | $ 188,202 | $ 1,082,000 | ¥ 7,340,000 | |||||
Sale of Stock, Number of Shares Issued in Transaction | 130,000 | ||||||||
Sale of Stock, Price Per Share | $ / shares | $ 2 | ||||||||
Subsequent Event [Member] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 20,000 | 100,000 | |||||||
Sale of Stock, Price Per Share | $ / shares | $ 4 | $ 4 | |||||||
Zhong Yuan Investment [Member] | |||||||||
Percentage of holding | 100% | ||||||||
Number of shares exchanged | 161,500,000 | ||||||||
common stock shares outstanding | 170,000,000 | ||||||||
Percentage of shares Outstanding | 95% | ||||||||
China Bio [Member] | |||||||||
Percentage of holding | 100% | ||||||||
BF Beijing [Member] | |||||||||
Cash consideration | $ | $ 1,351,500 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
ZY Holdings [Member] | ||
Place of incorporation | Cayman Islands | |
Date of incorporation | Jul. 05, 2016 | |
Business engaged | Investment holding | |
Effective ownership percentage | 100% | 100% |
China Bio [Member] | ||
Place of incorporation | Republic of Seychelles | |
Date of incorporation | Jun. 27, 2016 | |
Business engaged | Investment holding | |
Effective ownership percentage | 100% | 100% |
ZY HK [Member] | ||
Place of incorporation | Hong Kong | |
Date of incorporation | Jun. 13, 2016 | |
Business engaged | Investment holding | |
Effective ownership percentage | 10% | 100% |
ZY Shenzhen [Member] | ||
Place of incorporation | PRC | |
Date of incorporation | Jun. 10, 2014 | |
Business engaged | Investment holding | |
Effective ownership percentage | 100% | 100% |
BF Beijing [Member] | ||
Place of incorporation | PRC | |
Date of incorporation | Aug. 30, 2012 | |
Business engaged | Nervonic acid research, development of nervonic acid based herbal and chemical drugs and the sales of health supplements continuing nervonic acid | |
Effective ownership percentage | 100% | 100% |
Dandong BF [Member] | ||
Place of incorporation | PRC | |
Date of incorporation | Mar. 11, 2019 | |
Business engaged | Research, development and growing of Acer truncatum seedlings | |
Effective ownership percentage | 100% | 100% |
Summary of significant accoun_5
Summary of significant accounting policies (Details 1) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance sheet items, except for equity accounts | RMB1=$0.1577 HK$1=$0.1277 | RMB1=$0.1526 HK$1=$0.1286 |
Items in statements of income and cash flows | RMB1=$0.1558 HK$1=$0.1284 | RMB1=$0.1475 HK$1=$0.1290 |
Summary of significant accoun_6
Summary of significant accounting policies (Details 2) | 12 Months Ended |
Mar. 31, 2022 | |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Summary of significant accoun_7
Summary of significant accounting policies (Details 3) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net loss | $ 1,125,565 | $ 28,022 |
- basic and diluted | 17,283,258 | 17,145,000 |
- basic and diluted | 6.51 cents | 0.16 cents |
Summary of significant accoun_8
Summary of significant accounting policies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cash | $ 101,719 | $ 194,590 |
Impairment of long-lived assets | 0 | 0 |
Employee benefits expenses | $ 78,685 | $ 42,065 |
Ordinary shares | 13,000 | |
Diluted loss per share | 0 | |
Revenues | $ 2,328,526 | $ 1,635,420 |
Accounts receivable | 194,138 | $ 264,749 |
Revenue Benchmark [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration | 10% | |
Revenue Benchmark [Member] | Three Customer | ||
Property, Plant and Equipment [Line Items] | ||
Revenues | $ 652,478 | $ 602,969 |
Concentration | 28% | 38.60% |
Accounts receivable | $ 122,402 | $ 151,389 |
Revenue Benchmark [Member] | Two Vendors [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Revenues | $ 108,512 | $ 87,439 |
Concentration | 73.60% | 86.40% |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Value added tax rate | 9% | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Value added tax rate | 13% |
Segment Information (Details)
Segment Information (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Net Sales | $ 2,328,526 | $ 1,635,420 |
Cost of Sales | 846,968 | 281,962 |
Gross Profit | 1,481,558 | 1,353,458 |
Sales Of Health Care Supplement [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Sales | 1,799,074 | 1,373,412 |
Cost of Sales | 158,563 | 163,962 |
Gross Profit | 1,640,511 | 1,209,450 |
Technical Supporting Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Sales | 529,452 | 56,356 |
Cost of Sales | 261,710 | 0 |
Gross Profit | 267,742 | 56,356 |
Sales Of Acer Truncatum Seedlings [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Sales | 205,652 | |
Cost of Sales | 426,695 | 118,000 |
Gross Profit | $ (426,695) | $ 87,652 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Credit Loss [Abstract] | ||
Accounts receivable | $ 194,138 | $ 264,749 |
Less: Allowance for doubtful accounts | 0 | 0 |
Total accounts receivable, net | $ 194,138 | $ 264,749 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 16,971 | $ 0 |
Work in progress | 0 | 0 |
Finished goods | 1,221,345 | 1,487,683 |
Inventory net | $ 1,238,316 | $ 1,487,683 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 240,312 | $ 0 |
Amounts due from related comp_3
Amounts due from related companies (Details) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 CNY (¥) |
Defined Benefit Plan Disclosure [Line Items] | ||||
Amounts due from related parties | $ 324,337 | $ 188,202 | $ 1,082,000 | ¥ 7,340,000 |
Dunhua Acer Truncatum Seedling Planting Co Ltd [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amounts due from related parties | 169,212 | 150,769 | ||
Zhong Yuan Nervonic Acid Bo Ttechnology Co. [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amounts due from related parties | 77,506 | 37,433 | ||
Ai Rui Tai Ke Fertilizer Co Ltd [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amounts due from related parties | 53,791 | |||
Zhong Yuan Bo Ri Biotechnology Zhuhai Hengqin Co Ltd. [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amounts due from related parties | $ 23,828 |
Prepayments, deposits and oth_3
Prepayments, deposits and other current assets (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to suppliers | $ 34,661 | $ 132,718 |
Deposits | 21,061 | 26,924 |
Prepaid expenses | 157,156 | 63,994 |
Other receivables, net of allowance of $nil (2022) and $nil (2021) | 11,514 | 77,734 |
Prepaid expenses | $ 224,392 | $ 301,370 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 44,868 | $ 44,868 |
Less: accumulated depreciation | (34,209) | (29,515) |
Total | 10,659 | 15,353 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 22,690 | 22,690 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 22,178 | $ 22,178 |
Property, plant and equipment_3
Property, plant and equipment, net (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,694 | $ 5,990 |
Accrued liabilities and other p
Accrued liabilities and other payables (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Advances from customers | $ 4,248 | $ 85,249 |
Accrued liabilities | 209,019 | 97,238 |
Other current payables | 21,141 | 23,775 |
Accrued expenses and other payables | $ 234,408 | $ 206,262 |
Bank loans (Details)
Bank loans (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Bank loans | $ 828,682 | $ 663,505 |
China Construction Bank 1 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Bank loans | 257,997 | 402,254 |
Beijing Wholly Bank 1 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Bank loans | 204,032 | 0 |
Beijing Wholly Bank [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Bank loans | 462,029 | 402,254 |
China Construction Bank [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Bank loans | $ 366,653 | $ 261,251 |
Bank loans (Details Narrative)
Bank loans (Details Narrative) | 12 Months Ended | ||
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2022 CNY (¥) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Short-Term Debt | $ 462,029 | $ 402,254 | |
Interest expense | 35,361 | $ 24,250 | |
China Construction Bank 1 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Short-Term Debt | 257,997 | ¥ 1,636,000 | |
China Construction Bank 1 [Member] | Ms Ting T Ing Chang [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Short-Term Debt | $ 204,032 | 1,293,798 | |
Debt Instrument, Interest Rate During Period | 4.80% | ||
China Construction Bank 1 [Member] | Ms Ting Chang [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt Instrument, Interest Rate During Period | 4.40% | ||
China Construction Bank [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt Instrument, Interest Rate During Period | 3.8525% | ||
China Construction Bank 2 [Member] | Ms Ting Chang [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Short-Term Debt | $ 366,653 | ¥ 2,325,000 |
Stock-based compensation expe_3
Stock-based compensation expense (Details) | May 04, 2020 $ / shares shares |
Compensation Related Costs [Abstract] | |
Number of shares | shares | 300,000 |
Vesting date | Jul. 15, 2021 |
Maturity date | Jul. 15, 2026 |
Maturity date | Jul. 15, 2027 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 1 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.50 |
Risk free rate | 0.46% |
Dividend yield | 0% |
Exercise multiple | 2 years 9 months 18 days |
Expected terms (years) from the date of granting | 6 years 2 months 12 days |
Expected terms (years) from the date of granting | 7 years 2 months 12 days |
Expected volatility | 48.73% |
Expected volatility | 47.74% |
Value per Option | $ 0.611983 |
Value per Option | $ 0.632 |
Stock-based compensation expe_4
Stock-based compensation expense (Details 1) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Compensation Related Costs [Abstract] | ||
Beginning Balance | 600,000 | |
Exercisable Beginning Balance | ||
Granted | 600,000 | |
Granted | $ 0.5 | |
Forfeited | ||
Beginning Balance | $ 0.5 | |
Exercised | (300,000) | |
Exercised | $ 0.5 | |
Ending Balance | 300,000 | 600,000 |
Ending Balance | $ 0.5 | $ 0.5 |
Weighted Average Remaining Contractual Term in Years | 5 years 4 months 24 days | |
Exercisable Ending balance |
Stock-based compensation expe_5
Stock-based compensation expense (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | May 04, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Non cash stock-based compensation expense | $ 318,137 | $ 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 300,000 | ||
Ms Fung Ming Pang [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Share Price | $ 0.05 |
Taxes (Details)
Taxes (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Taxable Income [Member] | |
Operating Loss Carryforwards [Line Items] | |
Annual taxable income | Not more than RMB1 million |
Income tax rate | 2.50% |
Taxable Income Two [Member] | |
Operating Loss Carryforwards [Line Items] | |
Annual taxable income | RMB1 million to RMB3 million |
Income tax rate | 10% |
Taxable Income Three [Member] | |
Operating Loss Carryforwards [Line Items] | |
Annual taxable income | Exceeding RMB3 million |
Income tax rate | 15% |
Taxes (Details 1)
Taxes (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current tax | $ 11,119 | $ 0 |
Deferred tax | 0 | 0 |
Total provision for income taxes | $ 11,119 | $ 0 |
Taxes (Details 2)
Taxes (Details 2) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before tax | $ 1,114,446 | $ 28,022 |
Tax at the PRC enterprise income tax rate of 25% | (278,611) | (7,005) |
Tax effect of preferential tax rate for small scale and low profit enterprise | (11,255) | (16,984) |
Tax effect of tax loss not recognized | 274,330 | 79,772 |
Tax effect of non-deductible expenses and non-taxable income, net | 26,655 | (55,783) |
Effective income tax rate | $ 11,119 |
Taxes (Details Narrative)
Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Unused tax losses | $ 1,675,496 | $ 578,176 |
HONG KONG | ||
Income tax | 16.50% | |
Profit earned | $ 2,000,000 | $ 2,000,000 |
Capital transactions (Details N
Capital transactions (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Dec. 02, 2021 | Nov. 17, 2020 | Nov. 15, 2020 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Reverse stock split | 1-for-10 | |||
Number of shares cancelled | 50,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 300,000 | |||
Shares, Issued | 272,118 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of common stock private placement | 50,000 | |||
Share Price | $ 1 | |||
Private Placement [Member] | Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of common stock private placement | 130,000 | |||
Share Price | $ 2 |
Related party transactions (Det
Related party transactions (Details) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |
Contract sum | $ 823,793 |
Research and development | 609,397 |
Outstanding contract sum | $ 214,396 |
Dunhua Acer Truncatum Seedling Planting Co Ltd [Member] | |
Related Party Transaction [Line Items] | |
Desearch and development description | Seedling analysis |
Contract sum | $ 109,060 |
Research And Development percentage | 70% |
Research and development | $ 65,436 |
Outstanding contract sum | $ 43,624 |
Zhong Yuan Nervonic Acid Biotechnology Co Ltd [Member] | |
Related Party Transaction [Line Items] | |
Desearch and development description | Nervonic acid analysis |
Contract sum | $ 155,800 |
Research And Development percentage | 75% |
Research and development | $ 116,850 |
Outstanding contract sum | $ 38,950 |
Zhong Yuan Nervonic Acid Biotechnology Co Ltd One [Member] | |
Related Party Transaction [Line Items] | |
Desearch and development description | Nervonic acid analysis |
Contract sum | $ 67,306 |
Research And Development percentage | 100% |
Research and development | $ 67,306 |
Outstanding contract sum | |
Ai Rui Tai Ke Fertilizer Co Ltd [Member] | |
Related Party Transaction [Line Items] | |
Desearch and development description | Chemical elements, lignin, cellulose testing |
Contract sum | $ 94,337 |
Research And Development percentage | 80% |
Research and development | $ 75,470 |
Outstanding contract sum | $ 18,867 |
Ai Rui Tai Ke Fertilizer Co Ltd One [Member] | |
Related Party Transaction [Line Items] | |
Desearch and development description | Chemical elements, lignin, cellulose testing |
Contract sum | $ 124,640 |
Research And Development percentage | 75% |
Research and development | $ 93,480 |
Outstanding contract sum | $ 31,160 |
Zhong Yuan Bo Rui Biotechnology Zhuhai Hengqin Co Ltd [Member] | |
Related Party Transaction [Line Items] | |
Desearch and development description | Metabolomics testing and analysis |
Contract sum | $ 272,650 |
Research And Development percentage | 70% |
Research and development | $ 190,855 |
Outstanding contract sum | $ 81,795 |
Related party transactions (D_2
Related party transactions (Details Narrative) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Related Party Transactions [Abstract] | |
Interests to director | $ 44,094 |
Service income | $ 38,215 |
Contingencies and commitment (D
Contingencies and commitment (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Rights of use lease assets | $ 759,314 | $ 1,005,649 |
Lease liabilities, current | 139,137 | 101,134 |
Lease liabilities, non-current | 709,248 | 934,610 |
Total operating lease liabilities | $ 848,385 | $ 1,035,744 |
Weighted average remaining lease term (years) | 5 years 5 months 12 days | 7 years 5 months 12 days |
Weighted average discount rate | 4.90% | 4.75% |
Contingencies and commitment _2
Contingencies and commitment (Details 1) | Mar. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 177,684 |
2024 | 120,874 |
2025 | 113,777 |
2026 | 154,809 |
2027 and thereafter | 437,549 |
Total undiscounted cash flows | 1,004,693 |
Less: imputed interest | (156,308) |
Present value of lease liabilities | $ 848,385 |
Contingencies and commitment _3
Contingencies and commitment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expenses | $ 178,681 | $ 140,491 |