RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSThe Company makes regular purchases from and sales to various related parties. Related party affiliations were attributed to transactions conducted between the Company and those business entities partially or wholly owned by Company officers. The related party affiliations described in this note, including the bona fides and fairness of certain transactions with related parties, are among the issues that are being scrutinized as part of an ongoing internal investigation, and disclosures concerning particular transactions are subject to the outcome of, and conclusions that may ultimately be reached in, this ongoing investigation. Mr. Zhou Min Ni and Mr. Xiao Mou Zhang were the Co-Chief Executive Officers as of December 31, 2020 and 2019. Mr. Ni subsequently resigned from all of his official posts on February 23, 2021. Upon resignation, Mr. Ni owned 10.7% of outstanding shares of common stock. Mr. Xiao Mou Zhang became the sole Chief Executive Officer on February 23, 2021. (See subsequent event section). The related party transactions as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 are identified as follows: a. Purchase - related parties Below is a summary of purchases of goods and services from related parties recorded for the year ended December 31, 2020 and 2019, respectively: For the Years Ended Name of Related Party December 31, December 31, (a) Allstate Trading Company, Inc. $ 308,865 $ 111,213 (b) Best Food Services, LLC 5,829,680 2,136,388 (c) Eagle Food Service, LLC 100,892 232,566 (d) Eastern Fresh NJ, LLC 4,508,507 6,678,704 (e) Enson Group, Inc. (formerly "Enson Group, LLC") 142,711 174,711 (f) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) — 181,985 (g) First Choice Seafood, Inc. 454,606 2,092,599 (h) Fujian RongFeng Plastic Co., Ltd 3,617,121 6,207,379 (i) Hanfeng (Fujian) Information Technology Co., Ltd. 997,395 3,032,984 (j) Hanfeng Information Technology (Jinhua), Inc. 1,134,620 — (k) N&F Logistics, Inc. 368,529 1,428,294 (l) North Carolina Good Taste Noodle, Inc. — 4,607,652 (m) Ocean Pacific Seafood Group, Inc. 567,836 598,286 (n) Revolution Industry, LLC 2,362,131 2,822,561 (o) UGO USA, Inc. 644,410 724,486 (p) Union Foods, LLC 1,246,720 9,003,455 (q) Winfar Foods, Inc. 622,417 — Others 84,965 354,737 Total $ 22,991,405 $ 40,388,000 (a) Mr. Zhou Min Ni owns 40% equity interest in this entity. (b) Mr. Xiao Mou Zhang previously owns 10.38% equity interest in this entity indirectly through its parent company as of 10/31/2020. Mr. Zhang's children owns 10.38% equity interest in this entity indirectly from 11/1/2020. (c) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns 26.5% equity interest in this entity indirectly through its parent company. (d) Mr. Zhou Min Ni owns 30% equity interest in this entity. (e) Mr. Zhou Min Ni owns 25% equity interest in this entity. (f) Mr. Zhou Min Ni owns 50% equity interest in this entity. (g) Mr. Zhou Min Ni owns 25% equity interest in this entity indirectly through its parent company. (h) Mr. Zhou Min Ni owns 40% equity interest in this entity indirectly through its parent company. (i) Mr. Zhou Min Ni owns 100% equity interest in this entity. (j) Mr. Zhou Min Ni owns 37% equity interest in this entity. (k) Mr. Zhou Min Ni owns 25% equity interest in this entity. (l) Mr. Jian Ming Ni, former Chief Financial Officer owns 29% equity interest in this entity. Mr. Zhou Min Ni previously owned 37.34% equity in this entity as of 12/31/2019. We have been told that Mr Ni's equity interest was disposed of on 1/1/2020. For comparison purpose, the total purchase in year 2020 was $3,986,069. (m) Mr. Zhou Min Ni owns 26% equity interest in this entity. (n) Raymond Ni, one of Mr. Zhou Min Ni’s family members, owns 100% equity interest in this entity. On 2/25/2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment from Revolution Industry, LLC. Going forward, Han Feng takes the egg roll production business in house and ceases vendor relationship with Revolution Industry, LLC. See Footnote 19 Subsequent Events for additional Information. (o) Mr. Zhou Min Ni owns 30% equity interest in this entity. (p) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns 30% equity interest in this entity. Anthony Zhang, one of Mr. Xiao Mou Zhang's family member, owns 10% of equity interest in this entity. (q) Mr. Xiao Mou Zhang owns 5.2% equity interest in this entity indirectly through its parent company. b. Sales - related parties Below is a summary of sales to related parties recorded for the year ended December 31, 2020 and 2019, respectively: For the Years Ended Name of Related Party December 31, December 31, (a) ABC Food Trading, LLC $ 1,870,728 $ 416,392 (b) Asahi Food, Inc. 465,069 70,700 (c) Best Food Services, LLC 336,800 — (d) Eagle Food Service, LLC 4,604,894 7,172,063 (e) Eastern Fresh NJ, LLC 1,602,479 4,470,618 (f) Enson Group, Inc. (formerly "Enson Group, LLC") 307,585 635,078 (g) Enson Philadelphia, Inc. 125,684 142,193 (h) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) 492,679 1,481,776 (i) First Choice Seafood, Inc. 1,378,207 — (j) Fortune One Foods, Inc. 310,635 787,700 (k) Heng Feng Food Services, Inc. 668,844 1,601,546 (l) N&F Logistics, Inc. 1,027,427 2,364,820 (m) The Big Catch Alhambra, LLC 57,048 60,842 (n) UGO USA, Inc. 66,448 75,393 Others 108,020 73,295 Total $ 13,422,547 $ 19,352,416 (a) Mr. Xiao Mou Zhang previously owns 10.38% equity interest in this entity indirectly through its parent company as of 10/31/2020. Mr. Zhang's children owns 10.38% equity interest in this entity indirectly from 11/1/2020. (b) The Company, through its subsidiary MF, owns 49% equity interest in this entity. (c) Mr. Xiao Mou Zhang previously owns 10.38% equity interest in this entity indirectly through its parent company as of 10/31/2020. Mr. Zhang's children owns 10.38% equity interest in this entity indirectly from 11/1/2020. (d) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns 26.5% equity interest in this entity indirectly through its parent company. (e) Mr. Zhou Min Ni owns 30% equity interest in this entity. (f) Mr. Zhou Min Ni owns 25% equity interest in this entity. (g) Mr. Zhou Min Ni owns 23.33% equity interest in this entity. (h) Mr. Zhou Min Ni owns 50% equity interest in this entity. (i) Mr. Zhou Min Ni owns 25% equity interest in this entity indirectly through its parent company. (j) Mr. Zhou Min Ni owns 17.5% equity interest in this entity indirectly through its parent company. (k) Mr. Zhou Min Ni owns 45% equity interest in this entity. (l) Mr. Zhou Min Ni owns 25% equity interest in this entity. (m) Mr. Xiao Mou Zhang owns 10% equity interest in this entity. (n) Mr. Zhou Min Ni owns 30% equity interest in this entity. c. Lease Agreements - Related Parties The Company leases various facilities to related parties. R&N Holdings leases a facility to North Carolina Good Taste Noodle Inc under an operating lease agreement expiring in 2024. Rental income for the year ended December 31, 2019 was 45,600. We have been told that Mr. Ni disposed his equity interest on January 1, 2020. Therefore, North Carolina Good Taste Noodle Inc is no longer a related party as of January 1, 2020. For comparison purpose, the rental income for the years ended December 31, 2020 was $45,600. R&N Holdings also leases a facility to UGO USA Inc. under an operating lease agreement expiring in 2022. Rental income recorded for the year ended December 31, 2020 and 2019 was $161,000 and nil, respectively. Rental income recorded for 2020 represented $119,000 of retroactive billing from March 1, 2017 to December 31, 2019, and $42,000 for the year ended December 31, 2020. HG Realty leases a warehouse to Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) under an operating lease agreement expiring on September 21, 2027. Rental income recorded for the years ended December 31, 2020 and 2019 was $480,000 and $480,000, respectively. Han Feng leases a production area to Revolution Industry, LLC under a $3,000 month-to-month lease agreement. Rental income recorded for the years ended December 31, 2020 and 2019 was $39,000 and $33,000, respectively. The lease agreement was terminated as a result of the asset purchase agreement executed on February 25, 2021. See Footnote 19 Subsequent Events for additional Information. B&R Global leased warehouses from related parties owned by the majority shareholder of B&R Global prior to the Realty Acquisition on January 17, 2020. Rent to the related parties recorded from January 1, 2020 to January 16, 2020 was $187,750. In 2020, Kirnland renewed a warehouse lease from Yoan Chang Trading, Inc. ("Yoan") under an operating lease agreement expiring on December 31, 2020. Rent incurred to the related party was $120,000 and $120,000 recorded for the years ended December 31, 2020 and 2019, respectively. In February 2021, Kirnland executed a new 5-year operating lease agreement with Yoan effective January 1, 2021 and expiring on December 31, 2025. See Note 19 - Subsequent Events for more details of the operating lease Related Party Balances a. Accounts receivable - related parties, net Below is a summary of accounts receivable with related parties recorded as of December 31, 2020 and 2019, respectively: Name of Related Party As of December 31, As of December 31, (a) ABC Food Trading, LLC $ 18,816 $ 238,513 (b) Asahi Food, Inc. 68,766 34,265 (c) Eagle Food Service, LLC 697,538 979,591 (d) Eastern Fresh NJ, LLC — 1,511,075 (e) Enson Group, Inc. (formerly "Enson Group, LLC") — 341,200 (f) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) 325,596 348,833 (g) Fortune One Foods, Inc. 36,250 53,862 (h) Heng Feng Food Services, Inc. — 477,541 (i) N&F Logistics, Inc. 113,247 119,241 (j) The Big Catch Alhambra, LLC 2,292 89,249 Others 4,068 9,500 Total $ 1,266,573 $ 4,202,870 (a) Mr. Xiao Mou Zhang previously owns 10.38% equity interest in this entity indirectly through its parent company as of 10/31/2020. Mr. Zhang's children owns 10.38% equity interest in this entity indirectly from 11/1/2020. (b) The Company, through its subsidiary MF, owns 49% equity interest in this entity. (c) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns 26.5% equity interest in this entity indirectly through its parent company. (d) Mr. Zhou Min Ni owns 30% equity interest in this entity. (e) Mr. Zhou Min Ni owns 25% equity interest in this entity. (f) Mr. Zhou Min Ni owns 50% equity interest in this entity. (g) Mr. Zhou Min Ni owns 17.5% equity interest in this entity indirectly through its parent company. (h) Mr. Zhou Min Ni owns 45% equity interest in this entity. (i) Mr. Zhou Min Ni owns 25% equity interest in this entity. (j) Mr. Xiao Mou Zhang owns 10% equity interest in this entity. All accounts receivable from these related parties are current and considered fully collectible. No allowance is deemed necessary as of December 31, 2020 and December 31, 2019. b. Accounts payable - related parties, net All the accounts payable to related parties are payable upon demand without interest. Below is a summary of accounts payable with related parties recorded as of December 31, 2020 and 2019, respectively: Name of Related Party As of December 31, As of December 31, (a) Best Food Services, LLC $ 588,920 $ 987,487 (b) Eastern Fresh NJ, LLC 427,795 — (c) Fujian RongFeng Plastic Co., Ltd 69,429 1,684,192 (d) Hanfeng (Fujian) Information Technology Co., Ltd. 175,657 — (e) Hanfeng Information Technology (Jinhua), Inc. 107,258 166,971 (f) Heng Feng Food Services, Inc. 116,436 — (g) North Carolina Good Taste Noodle, Inc. — 992,353 (h) UGO USA, Inc. 211,003 340,087 (i) Union Foods, LLC — 248,901 Others 87,363 101,365 Total $ 1,783,861 $ 4,521,356 (a) Mr. Xiao Mou Zhang previously owns 10.38% equity interest in this entity indirectly through its parent company as of 10/31/2020. Mr. Zhang's children owns 10.38% equity interest in this entity indirectly from 11/1/2020. (b) Mr. Zhou Min Ni owns 30% equity interest in this entity. (c) Mr. Zhou Min Ni owns 40% equity interest in this entity indirectly through its parent company. (d) Mr. Zhou Min Ni owns 100% equity interest in this entity. (e) Mr. Zhou Min Ni owns 37% equity interest in this entity. (f) Mr. Zhou Min Ni owns 45% equity interest in this entity. (g) Mr. Jian Ming Ni, former Chief Financial Officer owns 29% equity interest in this entity. Mr. Zhou Min Ni previously owned 37.34% equity in this entity as of 12/31/2019. We have been told that Mr Ni's equity interest was disposed of on 1/1/2020. For comparison purpose, accounts payable as of 12/31/2020 is $554,156. (h) Mr. Zhou Min Ni owns 30% equity interest in this entity. (i) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns 30% equity interest in this entity. Anthony Zhang, one of Mr. Xiao Mou Zhang's family member, owns 10% of equity interest in this entity. c. Advances to suppliers - related parties, net The Company periodically provides purchase advances to various vendors, including the related party suppliers. Below is a summary of advances to related party suppliers recorded as of December 31, 2020 and December 31, 2019, respectively: Name of Related Party As of December 31, As of December 31, (a) Ocean Pacific Seafood Group, Inc. $ 7,101 $ 223,303 (b) Revolution Industry, LLC 189,702 521,832 Total $ 196,803 $ 745,135 (a) Mr. Zhou Min Ni owns 26% equity interest in this entity. (b) Raymond Ni, one of Mr. Zhou Min Ni’s family members, owns 100% equity interest in this entity. On 2/25/2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment from Revolution Industry, LLC. Going forward, Han Feng takes the egg roll production business in house and ceases vendor relationship with Revolution Industry, LLC. See Footnote 19 Subsequent Events for additional Information. d. Promissory note payable - related party B&R Global issued a $7.0 million Unsecured Subordinated Promissory Note to BRGR. The note bears an interest rate of 6% per annum that matures in January 2030. e. Security deposit - related parties The Company made deposits to its related parties for warehouse rental purposes. These deposits are expected to be returned upon termination of the respective leases. Total deposits to related parties amounted to $591,380 as of December 31, 2019. As a result of the Realty Acquisition referenced in Note 8, rent deposits previously classified as made by related parties became intercompany balances and were eliminated as of December 31, 2020. There were no related party rent deposits as of December 31, 2020. f. Notes Receivable - Related Parties The Company had previously made advances or loans to certain entities that are either owned by our former Chairman and Co-CEO of the Company, Mr. Zhou Min Ni or family members of Mr. Ni. On January 1, 2018, the Company entered into a promissory note agreement with Enson Seafood GA Inc. (Enson Seafood) . Pursuant to the promissory note agreement, the total outstanding balance of $550,000 due from Enson Seafood as of December 31, 2017 was converted into promissory notes bearing annual interest of 5% commencing January 1, 2018. The principal plus interest was due no later than December 31, 2019. Interest was computed on the outstanding balance on the basis of the actual number of days elapsed in a year of 360 days. On September 30, 2018, the Company signed a promissory note agreement with Enson Seafood in the principal amount of $2,000,000. The note accrued interest at the rate of 5% per annum on the unpaid balance, compounded monthly. The principal plus all accrued and unpaid interest was initially due no later than September 30, 2019, with an option to renew, and required Enson Seafood to make monthly payments of $171,215 for twelve months. On March 1, 2019, the Company and Enson Seafood extended the expiration date of the note until February 29, 2024 and Mr. Zhou Min Ni agreed to personally guarantee the note. On January 1, 2018, the Company signed a promissory note agreement with Han Feng Global Inc. dba NSG International, Inc. (NSG). Pursuant to the promissory note agreement, the outstanding total outstanding balances of $5,993,552 due from NSG as of December 31, 2017 were converted into promissory notes bearing annual interest of 5% commencing January 1, 2018. The principal plus interest was required to be paid off no later than December 31, 2019. Interest was computed on the outstanding balance on the basis of the actual number of days elapsed in a year of 360 days. On March 1, 2019, the Company entered into a new five year term promissory note agreement with NSG that comprised a restatement and novation and superseded the note dated January 1, 2018. Pursuant to the new promissory note agreement, the outstanding balance of $5,941,031 together with interest at the rate of 5% per annum became payable in monthly installments until principal and accrued interest was paid in full on or before March 1, 2024. On March 1, 2018, the Company entered into a promissory note agreement by which Revolution Automotive, LLC (Revolution Automotive) was loaned $483,628. Pursuant to this promissory note agreement, Revolution Automotive was required to make monthly payments of $5,000 for 60 months, including interest, with a final payment of $284,453. The loan bore interest of 5% per annum. Interest was computed on the outstanding balance on the basis of the actual number of days elapsed in a year of 360 days. The principal plus interest was to be paid off no later than April 30, 2023. On March 1, 2019, the Company and each of Enson Seafood and NSG agreed to extend the expiration date of their notes payable until February 29, 2024, and Mr. Zhou Min Ni agreed to personally guarantee these notes. On September 30, 2019, the Company and Mr. Ni entered into a Loan Purchase and Sale Agreement (the "Loan Sale Agreement"). Pursuant to the Loan Sale Agreement, all such notes receivable stated above, having then a combined outstanding balance of $8,415,525 ("Total Notes Receivable"), were sold to Mr. Zhou Min Ni in exchange for 632,746 shares of common stock of the Company, which shares were received and recorded in treasury stock by the Company as of September 30, 2019. In connection with the sale of the above notes, the Company also required 208,806 additional shares of common stock of the Company owned by Mr. Ni to be placed in an escrow account for a period of one year until September 30, 2020 (the “Escrow Period”), which will then be delivered to the Company in part or in full, if the volume weighted average price ("VWAP") of the Company’s common stock for the 250-trading-day period immediately preceding the expiration of the Escrow Period is less than $13.30. |