RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The 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 the Company, the Company officers and/or major shareholders. Certain related party transactions described in this note 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 ("Mr. Ni") and Mr. Xiao Mou Zhang ("Mr. Zhang") were the Co-Chief Executive Officers as of December 31, 2020. Mr. Ni resigned from all of his official posts on February 23, 2021. Upon resignation, Mr. Ni directly owned 10.7% of outstanding shares of common stock of the Company. Mr. Zhang became the sole Chief Executive Officer on February 23, 2021. Mr. Ni and his immediate family members are treated as related parties for purposes of this report because Mr. Ni is a holder of more than 10% of the Company's securities. The Company had recently evaluated Mr. Zhang's ownership interest and his relationship with certain entities that were previously classified as related parties in prior financial statements. The Company noted that four entities with ownership ranging from 5.0% to 10% and are mainly restaurants, were deemed to be non related party in nature. The Company noted that Mr. Zhang or his family members do not manage or participate in daily operations and holds no influence over those entities. Hence, the Company concluded that those entities do not fall under the definition of related party and were excluded from the classification accordingly. The Company also determined that its 12% ownership in PT. Tamron Akuatik Produk Industri ("Tamron"), accounted for using alternative measurement under ASC 321, did not meet the definition of related party due to the fact that the Company does not participate in Tamron's daily operations and holds no influence over it. Further, the Company evaluated Mr. Ni's ownership interest and his relationship with certain entities that were previously classified as related parties in prior financial statement. The Company noted that two entities that were previously owned by Mr. Ni, 37.67% and 100% respectively, were no longer deemed to be related party in nature. The Company noted Mr. Ni had disposed off the equity interest on January 1, 2020 and September 29, 2020, respectively. Mr. Ni or his family members do not manage or participate in daily operations and holds no influence over those entities after the disposal. Hence, the Company concluded that those entities do not fall under the definition of related party anymore, and were excluded from the classification accordingly. As a result of the Company's evaluation described above, certain related party transactions and balances for the three and six months ended June 30, 2021 and June 30, 2020, and as of June 30, 2021 and December 31, 2020 were reclassified and removed from related party disclosure to conform to current reporting period's presentation. Other than the reclassification, there are no financial impact to the prior financial statements. The related party transactions as of June 30, 2021 and December 31, 2020 and for the three and six month periods ended June 30, 2021 and 2020 are identified as follows: Related Party Sales and Purchases Transactions The Company makes regular sales to and purchases from various related parties. a. Purchase - related parties Below is a summary of purchases of goods and services from related parties recorded for the three months ended June 30, 2021 and 2020, respectively: Name of Related Party Three Months Ended Three Months Ended (a) Best Food Services, LLC $ 2,353,900 $ 873,122 (b) Eastern Fresh NJ, LLC 1,473,617 445,572 (c) Fujian RongFeng Plastic Co., Ltd 790,212 824,602 (d) Hanfeng (Fujian) Information Technology Co., Ltd. — 313,187 (e) Ocean Pacific Seafood Group, Inc. 207,847 52,143 (f) Revolution Industry, LLC — 541,910 (g) Union Food, LLC — 162,816 Others 70,436 65,281 Total $ 4,896,012 $ 3,278,633 (a) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (b) Mr. Ni owns 30% equity interest in this entity. (c) Mr. Ni owns 40% equity interest in this entity indirectly through its parent company. (d) Mr. Ni previously owned 100% equity interest in this entity. Mr Ni disposed off the ownership and ended his legal representation of this entity on September 29, 2020. (e) Mr. Ni owns 26% equity interest in this entity. (f) Raymond Ni, one of Mr. Ni’s family members, owns 100% equity interest in this entity. On February 25, 2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment from Revolution Industry, LLC ("RIL"). Han Feng has acquired substantially all of the operating assets used or held for use in such business operation for an amount of $250,000 plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from RIL at the time of transaction were an offset to the purchase payment made to RIL. Going forward, Han Feng has taken the egg roll production business in house and ceased its vendor relationship with RIL. (g) Tina Ni, one of Mr. 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. Below is a summary of purchase from related parties for the six months ended June 30, 2021 and 2020, respectively: Name of Related Party Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 (a) Allstate Trading Company, Inc. $ — $ 284,968 (b) Best Food Services, LLC 3,487,139 2,972,685 (c) Eastern Fresh NJ, LLC 2,968,663 2,055,177 (d) Enson Group, Inc. (formerly "Enson Group, LLC") 127,577 — (e) First Choice Seafood, Inc. 159,752 336,739 (f) Fujian RongFeng Plastic Co., Ltd 1,590,129 1,844,955 (g) Hanfeng (Fujian) Information Technology Co., Ltd. — 1,025,212 (h) N&F Logistics, Inc. 2,646 368,529 (i) Ocean Pacific Seafood Group, Inc. 338,426 233,175 (j) Revolution Industry, LLC 189,701 1,045,702 (k) UGO USA, Inc. 212,384 220,740 (l) Union Foods, LLC — 1,246,720 Others 160,966 88,345 Total $ 9,237,383 $ 11,722,947 (a) Mr. Ni owns 40% equity interest in this entity. (b) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (c) Mr. Ni owns 30% equity interest in this entity. (d) Mr. Ni owns 25% equity interest in this entity. (e) Mr. Ni owns 25% equity interest in this entity indirectly through its parent company. (f) Mr. Ni owns 40% equity interest in this entity indirectly through its parent company. (g) Mr. Ni previously owned 100% equity interest in this entity. Mr Ni disposed off the ownership and ended his legal representation of this entity on September 29, 2020. (h) Mr. Ni owns 25% equity interest in this entity. (i) Mr. Ni owns 26% equity interest in this entity. (j) Raymond Ni, one of Mr. Ni’s family members, owns 100% equity interest in this entity. On February 25, 2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment from Revolution Industry, LLC ("RIL"). Han Feng has acquired substantially all of the operating assets used or held for use in such business operation for an amount of $250,000 plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from RIL at the time of transaction were an offset to the purchase payment made to RIL. Going forward, Han Feng has taken the egg roll production business in house and ceased its vendor relationship with RIL. (k) Mr. Ni owns 30% equity interest in this entity. (l) Tina Ni, one of Mr. 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. b. Sales - related parties Below is a summary of sales to related parties recorded for the three months ended June 30, 2021 and 2020, respectively: Name of Related Party Three Months Ended Three Months Ended (a) ABC Food Trading, LLC $ 506,306 $ 169,145 (b) Asahi Food, Inc. 223,377 103,385 (c) Best Food Services, LLC 327,113 14,414 (d) Eagle Food Service, LLC 1,067,346 878,396 (e) Eastern Fresh NJ, LLC 76,145 507,821 (f) Enson Group, Inc. (formerly "Enson Group, LLC") 26,601 123,820 (g) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) 553,985 — (h) First Choice Seafood, Inc. 7,615 1,145,984 (i) Heng Feng Food Services, Inc. 64,878 155,705 (j) N&F Logistics, Inc. 160,466 172,216 Others 71,875 183,519 Total $ 3,085,707 $ 3,454,405 (a) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (b) The Company, through its subsidiary MF, owns 49% equity interest in this entity. (c) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (d) Tina Ni, one of Mr. Ni’s family members, owns 26.5% equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns 30% equity interest in this entity. (f) Mr. Ni owns 25% equity interest in this entity. (g) Mr. Ni owns 50% equity interest in this entity. (h) Mr. Ni owns 25% equity interest in this entity indirectly through its parent company. (i) Mr. Ni owns 45% equity interest in this entity. (j) Mr. Ni owns 25% equity interest in this entity. Below is a summary of sales to related parties recorded for the six months ended June 30, 2021 and 2020, respectively: Name of Related Party Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 (a) ABC Food Trading, LLC $ 1,220,212 $ 1,048,298 (b) Asahi Food, Inc. 341,133 221,190 (c) Best Food Services, LLC 400,792 180,689 (d) Eagle Food Service, LLC 2,076,021 2,437,025 (e) Eastern Fresh NJ, LLC 99,338 1,449,294 (f) Enson Group, Inc. (formerly "Enson Group, LLC") 53,113 272,752 (g) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) 554,949 40,216 (h) First Choice Seafood, Inc. 82,144 1,378,208 (i) Heng Feng Food Services, Inc. 104,854 527,186 (j) N&F Logistics, Inc. 367,133 553,242 Others 176,479 440,401 Total $ 5,476,168 $ 8,548,501 (a) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (b) The Company, through its subsidiary MF, owns 49% equity interest in this entity. (c) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (d) Tina Ni, one of Mr. Ni’s family members, owns 26.5% equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns 30% equity interest in this entity. (f) Mr. Ni owns 25% equity interest in this entity. (g) Mr. Ni owns 50% equity interest in this entity. (h) Mr. Ni owns 25% equity interest in this entity indirectly through its parent company. (i) Mr. Ni owns 45% equity interest in this entity. (j) Mr. Ni owns 25% equity interest in this entity. c. Lease Agreements - Related Parties The Company leases various facilities to related parties. R&N Holdings leased a facility to UGO USA Inc. under an operating lease agreement which was mutually terminated by both parties effective April 1, 2021. Rental income for the three months ended June 30, 2021 and 2020 was nil and $10,500, respectively, and the six months ended June 30, 2021 and 2020 was $7,000 and $21,000, respectively. 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 for the three months ended June 30, 2021 and 2020 was $120,000 and $120,000, respectively, and the six months ended June 30, 2021 and 2020 was $240,000 and $240,000, respectively. 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 incurred to the related parties 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. In February 2021, Kirnland executed a new 5-year operating lease agreement with Yoan effective January 1, 2021 and expiring on December 31, 2025. Rent incurred to the related party was $77,428 and $30,000 for the three months ended June 30, 2021 and 2020, respectively, and $154,856 and $60,000 for the six months ended June 30, 2021 and 2020, respectively. Related Party Balances a. Accounts receivable - related parties, net Below is a summary of accounts receivable with related parties recorded as of June 30, 2021 and December 31, 2020, respectively: Name of Related Party As of June 30, As of December 31, (a) ABC Food Trading, LLC $ 137,063 $ 18,816 (b) Asahi Food, Inc. 144,363 68,766 (c) Best Food Services, LLC 250,153 1,250 (d) Eagle Food Service, LLC 478,097 697,538 (e) Eastern Fresh NJ, LLC 102,442 — (f) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) 567,950 325,596 (g) Fortune One Foods, Inc. 86,150 36,250 (h) Heng Feng Food Services, Inc. 64,878 — (i) N&F Logistics, Inc. 61,940 113,247 Others 28,379 — Total $ 1,921,415 $ 1,261,463 (a) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (b) The Company, through its subsidiary MF, owns 49% equity interest in this entity. (c) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (d) Tina Ni, one of Mr. Ni’s family members, owns 26.5% equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns 30% equity interest in this entity. (f) Mr. Ni owns 50% equity interest in this entity. (g) Mr. Ni owns 17.5% equity interest in this entity indirectly through its parent company. (h) Mr. Ni owns 45% equity interest in this entity. (i) Mr. Ni owns 25% 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 June 30, 2021 and December 31, 2020. 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 June 30, 2021 and December 31, 2020, respectively: Name of Related Party As of June 30, As of December 31, (a) Best Food Services, LLC $ 479,757 $ 588,920 (b) Eastern Fresh NJ, LLC 464,106 427,795 (c) Enson Group, Inc. (formerly "Enson Group, LLC") 75,794 25,368 (d) Fujian RongFeng Plastic Co., Ltd 767,593 69,429 (e) Hanfeng Information Technology (Jinhua), Inc. — 107,258 (f) Heng Feng Food Services, Inc. — 116,436 (g) UGO USA, Inc. — 211,003 Others 169,379 26,218 Total $ 1,956,629 $ 1,572,427 (a) Mr. Zhang previously owned 10.38% equity interest in this entity indirectly through its parent company as of October 31, 2020. The equity interest was transferred to 3 Irrevocable Trusts for the benefits of Mr. Zhang's children with immediate effect on November 1, 2020. (b) Mr. Ni owns 30% equity interest in this entity. (c) Mr. Ni owns 25% equity interest in this entity. (d) Mr. Ni owns 40% equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns 37% equity interest in this entity. (f) Mr. Ni owns 45% equity interest in this entity. (g) Mr. Ni owns 30% 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 June 30, 2021 and December 31, 2020, respectively: Name of Related Party As of June 30, As of December 31, (a) Ocean Pacific Seafood Group, Inc. $ — $ 7,101 (b) Revolution Industry, LLC — 189,702 Total $ — $ 196,803 (a) Mr. Ni owns 26% equity interest in this entity. (b) Raymond Ni, one of Mr. Ni’s family members, owns 100% equity interest in this entity. On February 25, 2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment from Revolution Industry, LLC ("RIL"). Han Feng has acquired substantially all of the operating assets used or held for use in such business operation for an amount of $250,000 plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from Revolution at the time of transaction were an offset to the purchase payment made to RIL. Going forward, Han Feng has taken the egg roll production business in house and ceased its vendor relationship with RIL. d. Promissory note payable - related party |