Document And Entity Information
Document And Entity Information - shares | 12 Months Ended | |
Dec. 31, 2021 | Apr. 29, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | TDH Holdings, Inc. | |
Trading Symbol | PETZ | |
Document Type | 20-F | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 126,260,157 | |
Amendment Flag | false | |
Entity Central Index Key | 0001684425 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Entity File Number | 001-38206 | |
Entity Incorporation, State or Country Code | D8 | |
Entity Address, Postal Zip Code | 000000 | |
Entity Address, Address Line One | 2521 Tiejueshan Road | |
Entity Address, Address Line Two | Huangdao District | |
Entity Address, City or Town | Qingdao | |
Entity Address, Country | CN | |
Title of 12(b) Security | SHARES, PAR VALUE $0.001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | No | |
Document Accounting Standard | U.S. GAAP | |
Auditor Firm ID | 206 | |
Auditor Name | MaloneBailey, LLP | |
Auditor Location | Houston, Texas | |
Business Contact | ||
Document Information Line Items | ||
Entity Address, Postal Zip Code | 000000 | |
Entity Address, Address Line One | 2521 Tiejueshan Road | |
Entity Address, Address Line Two | Huangdao District | |
Entity Address, City or Town | Qingdao | |
Entity Address, Country | CN | |
Contact Personnel Name | Dandan Liu, Chief Executive Officer | |
City Area Code | 86-532 | |
Local Phone Number | 8615-7918 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 18,027,322 | $ 6,566,549 |
Restricted cash | 1,483,653 | 182,515 |
Short-term investments | 4,428,446 | 3,138,578 |
Accounts receivable, net | 39,512 | 168,499 |
Advances to suppliers, net | 10,986 | 41,088 |
Inventories, net | 51,423 | 247,245 |
Prepayments and other current assets, net | 1,205,695 | 172,481 |
Total current assets | 25,247,037 | 10,516,955 |
NON-CURRENT ASSETS | ||
Property, plant and equipment, net | 1,543,430 | 6,636,995 |
Land use rights, net | 653,125 | 1,009,005 |
Operating lease right-of-use assets | 4,604,365 | 19,103 |
Operating lease right-of-use assets - related parties | 270,852 | |
Total non-current assets | 6,800,920 | 7,935,955 |
Total assets | 32,047,957 | 18,452,910 |
CURRENT LIABILITIES: | ||
Accounts payable | 3,065,387 | 3,209,763 |
Accounts payable - related parties | 127,688 | 124,715 |
Advances from customers | 109,959 | 90,834 |
Bank overdrafts | 79,851 | 78,320 |
Short-term loans | 5,440,350 | 8,391,323 |
Short-term loans - related parties | 555,096 | 985,883 |
Taxes payable | 82,614 | 60,729 |
Due to related parties | 307,509 | 42,021 |
Operating lease liabilities, current | 268,403 | 9,913 |
Operating lease liabilities - related parties, current | 195,231 | |
Other current liabilities | 3,793,140 | 5,882,164 |
Total current liabilities | 13,829,998 | 19,070,896 |
NON-CURRENT LIABILITIES: | ||
Deferred tax liabilities | 1,132 | |
Operating lease liabilities - related party, non-current | 4,846,760 | 274,794 |
Total liabilities | 18,677,890 | 19,345,690 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock ($0.001 par value; 200,000,000 shares authorized; 104,373,621 and 45,849,995 shares issued and outstanding at December 31, 2021 and 2020, respectively) | 104,374 | 45,850 |
Additional paid-in capital | 42,151,658 | 21,963,570 |
Statutory reserves | 160,014 | 160,014 |
Accumulated deficit | (28,969,627) | (22,849,319) |
Accumulated other comprehensive loss | (460,702) | (212,895) |
Total TDH Holdings, Inc. stockholders’ equity (deficit) | 12,985,717 | (892,780) |
Non-controlling interest | 384,350 | |
Total stockholders’ equity (deficit) | 13,370,067 | (892,780) |
Total liabilities and stockholders’ equity (deficit) | $ 32,047,957 | $ 18,452,910 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 104,373,621 | 45,849,995 |
Common stock, shares outstanding | 104,373,621 | 45,849,995 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net revenue | $ 1,091,889 | $ 815,225 | $ 12,455,414 |
Net revenue - related parties | 192,841 | ||
Total revenue | 1,091,889 | 815,225 | 12,648,255 |
Cost of revenue | 1,112,463 | 857,060 | 13,992,499 |
Cost of revenue - related parties | 178,636 | ||
Total cost of revenue | 1,112,463 | 857,060 | 14,171,135 |
Gross loss | (20,574) | (41,835) | (1,522,880) |
Operating expenses: | |||
Selling expense | 75,944 | 117,993 | 920,237 |
General and administrative expense | 3,944,709 | 1,766,109 | 3,702,035 |
Impairment of long-lived assets other than goodwill | 217,257 | 813,344 | |
Impairment of goodwill | 355,570 | ||
Total operating expenses | 4,593,480 | 1,884,102 | 5,435,616 |
Loss from operations | (4,614,054) | (1,925,937) | (6,958,496) |
Interest expense | (957,548) | (1,180,489) | (1,378,755) |
Government subsidies | 8,651 | 129,255 | |
Other income | 215,858 | 137,163 | 1,189 |
Other expense | (1,636,080) | (35,197) | (290,655) |
Investment income, net | 275,866 | 2,120,241 | |
Loss from equity method investment | (127,965) | ||
Total other income (expenses) | (2,101,904) | 1,050,369 | (1,666,931) |
Loss before income tax benefit | (6,715,958) | (875,568) | (8,625,427) |
Income tax benefit | (900) | ||
Net loss | (6,715,958) | (874,668) | (8,625,427) |
Less: Net loss attributable to non-controlling interest | (595,650) | (8) | |
Net loss attributable to TDH Holdings, Inc. | (6,120,308) | (874,668) | (8,625,419) |
Comprehensive loss | |||
Net loss | (6,120,308) | (874,668) | (8,625,427) |
Other comprehensive loss | |||
Foreign currency translation adjustment | (247,807) | (355,411) | (100,954) |
Total comprehensive loss | (6,368,115) | (1,230,079) | (8,726,381) |
Less: Comprehensive loss attributable to noncontrolling interest | (8) | ||
Comprehensive loss attributable to TDH Holdings, Inc. | $ (6,368,115) | $ (1,230,079) | $ (8,726,373) |
Loss per common share attributable to TDH Holdings, Inc. | |||
Basic (in Dollars per share) | $ (0.1) | $ (0.02) | $ (0.41) |
Diluted (in Dollars per share) | $ (0.1) | $ (0.02) | $ (0.41) |
Weighted average common shares outstanding | |||
Basic (in Shares) | 59,185,891 | 45,849,995 | 21,022,598 |
Diluted (in Shares) | 59,185,891 | 45,849,995 | 21,022,598 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Shares | Additional Paid-in Capital | Stock Subscription Receivable | Statutory Reserves | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Balance at Dec. 31, 2018 | $ 10,517 | $ 10,999,011 | $ 160,014 | $ (13,349,232) | $ 243,470 | $ (347) | $ (1,936,567) | |
Balance (in Shares) at Dec. 31, 2018 | 10,516,662 | |||||||
Net loss | (8,625,419) | (8) | (8,625,427) | |||||
Issuance of common shares | $ 35,333 | 10,964,667 | 11,000,000 | |||||
Issuance of common shares (in Shares) | 35,333,333 | |||||||
Disposal of noncontrolling interest | 347 | 347 | ||||||
Foreign currency translation adjustment | (100,954) | (100,954) | ||||||
Balance at Dec. 31, 2019 | $ 45,850 | 21,963,678 | 160,014 | (21,974,651) | 142,516 | (8) | 337,399 | |
Balance (in Shares) at Dec. 31, 2019 | 45,849,995 | |||||||
Net loss | (874,668) | (874,668) | ||||||
Foreign currency translation adjustment | (355,411) | (355,411) | ||||||
Purchase of noncontrolling interest | (108) | 8 | (100) | |||||
Balance at Dec. 31, 2020 | $ 45,850 | 21,963,570 | 160,014 | (22,849,319) | (212,895) | (892,780) | ||
Balance (in Shares) at Dec. 31, 2020 | 45,849,995 | |||||||
Net loss | (6,120,308) | (595,650) | (6,715,958) | |||||
Issuance of common stock | $ 34,100 | 20,188,088 | 20,222,188 | |||||
Issuance of common stock (in Shares) | 34,100,000 | |||||||
Warrants exercised for cashless | $ 24,424 | 24,424 | ||||||
Warrants exercised for cashless (in Shares) | 24,423,626 | |||||||
Foreign currency translation adjustment | (247,807) | (247,807) | ||||||
Acquisition of non-controlling interest | 980,000 | 980,000 | ||||||
Balance at Dec. 31, 2021 | $ 104,374 | $ 42,151,658 | $ 160,014 | $ (28,969,627) | $ (460,702) | $ 384,350 | $ 13,370,067 | |
Balance (in Shares) at Dec. 31, 2021 | 104,373,621 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (6,120,308) | $ (874,668) | $ (8,625,427) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 408,740 | 391,351 | 571,528 |
Fair value change of short-term investments | (495,265) | (2,120,241) | |
Loss from equity method investment | 127,965 | ||
Loss on disposal of subsidiaries | 5,018 | ||
Impairment of goodwill | 355,570 | ||
Impairment of long-lived assets other than goodwill | 217,257 | 813,344 | |
Inventory write-down | 191,026 | 42,241 | 518,119 |
Allowance for credit losses | 2,168 | 74,190 | 659,569 |
Deferred income taxes | (1,106) | (3,861) | |
Loss (gain) on disposal of property, plant and equipment | 955,428 | (16,870) | 308,003 |
Amortization of operating lease right-of-use assets | 280,610 | ||
Non-cash lease expense | (4,595,020) | 33,944 | 89,176 |
Gain on forgiveness of short-term loan | (6,265) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 128,987 | (112,177) | 329,042 |
Accounts receivable - related parties, net | 306,301 | ||
Inventories, net | 4,796 | 201,730 | 2,009,862 |
Operating lease liabilities | 4,830,456 | (9,382) | |
Operating lease liabilities – related parties | (195,231) | 16,262 | 16,404 |
Due from related parties, net | (2,206) | ||
Due to related parties | 393,176 | 14,387 | |
Advances to suppliers, net | 30,102 | (12,179) | 36,322 |
Prepayments and other current assets, net | 1,006,351 | (29,363) | 516,018 |
Accounts payable | (144,376) | (416,506) | (2,775,356) |
Accounts payable - related parties | 123,184 | (6,703) | |
Interest payable | 1,065,277 | 260,417 | |
Interest payable - related parties | 43,835 | ||
Notes payable | (1,046,257) | ||
Taxes payable | 21,855 | 13,797 | |
Advances from customers | (31,366) | (42,923) | |
Advances from customer - related party | 19,125 | ||
Deferred income tax liability | 1,132 | ||
Other current liabilities | 861,109 | (866,962) | 280,843 |
Net cash used in operating activities | (3,445,819) | (2,628,255) | (5,626,618) |
Cash flows from investing activities | |||
Payments to acquire property, plant and equipment | (47,086) | (121,560) | |
Proceeds from disposal of property, plant and equipment | 233,747 | ||
Disposal of subsidiaries | 83 | ||
Repayments from related parties | 1,282 | ||
Cash obtained from business acquisition | 171,827 | ||
Payment for business acquisition | (1,020,000) | ||
Purchase of short-term investments | (4,372,809) | (38,743,908) | |
Proceeds from sale of short-term investments | 3,578,206 | 42,146,183 | |
Net cash (used in) provided by investing activities | (1,642,776) | 3,355,189 | 113,552 |
Cash flows from financing activities | |||
Proceeds from issuance of common shares | 20,222,188 | 6,760,000 | |
Purchase of noncontrolling interest | (100) | (100) | |
Repayments to related parties | (1,000) | ||
Proceeds from bank overdrafts | 78,162 | ||
Proceeds from short-term loans | 107,829 | 1,046,275 | |
Repayments of short-term loans | (1,692,988) | (746,437) | (2,073,177) |
Proceeds from short-term loans - related parties | 49,350 | 4,791,403 | |
Repayments of short-term loans - related parties | (430,787) | (1,080,947) | |
Net cash provided by (used in) financing activities | 18,098,313 | (589,358) | 9,520,716 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (247,807) | 106,910 | (203,577) |
Net change in cash, cash equivalents and restricted cash | 12,761,911 | 244,486 | 3,804,073 |
Cash, cash equivalents and restricted cash, beginning of the year | 6,749,064 | 6,504,578 | 2,700,505 |
Cash, cash equivalents and restricted cash, end of the year | 19,510,975 | 6,749,064 | 6,504,578 |
Supplemental cash flow information | |||
Interest paid | 38,362 | 1,118,338 | |
Income taxes paid | 146 | ||
Non-cash investing and financing activities | |||
Accrued interest added to short-term loan – related party | 126,697 | ||
Liabilities assumed in connection with purchase of property, plant and equipment | 14,592 | 51,196 | |
Notes payable reclassified to short-term loans | 908,850 | 479,724 | |
Receivables from related parties settled with payables to related parties | 28,694 | ||
Receivables from common stock subscription settled with loan payables to a related party | 4,240,000 | ||
Short-term loans settled by transferring an equity investment to the creditor | 70,708 | ||
Cashless exercise of warrants | 24,424 | ||
Right of use assets obtained in exchange for operating lease obligations | 5,158,944 | ||
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 18,027,322 | 6,566,549 | 5,114,175 |
Restricted cash | 1,483,653 | 182,515 | 1,390,403 |
Total cash, cash equivalents, and restricted cash | $ 19,510,975 | $ 6,749,064 | $ 6,504,578 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization [Abstract] | |
ORGANIZATION | Note 1 – ORGANIZATION TDH Holdings, Inc. (“TDH Holdings”) was incorporated on September 30, 2015 under the laws of the British Virgin Islands. On November 4, 2015, TDH Holdings incorporated a wholly owned subsidiary, TDH HK Limited (“TDH HK”) in Hong Kong for the purpose of being a holding company for the equity interest in Qingdao Tiandihui Foodstuffs Co., Ltd. (“Tiandihui”). On September 9, 2016, TDH Holdings incorporated TDH Petfood LLC, a Nevada limited liability company, in which TDH Holdings holds 99% equity interest. In December, 2020, TDH Holdings acquired the remaining 1% equity interest of TDH Petfood LLC with a consideration of $100. TDH Petfood LLC does not own any material assets or liabilities. TDH Petfood LLC had no active business operations since its incorporation, and it has been deregistered and dissolved in 2021. Other than cash and equity interest in TDH HK and TDH Petfood LLC, TDH Holdings has not conducted any active business operations or own any material assets or liabilities prior to March 1, 2020 and started to invest in marketable securities since March 2020. TDH HK does not conduct any operations or own any material assets or liabilities except for cash and the 100% of the equity interest of Tiandihui which it acquired on February 21, 2016. Tiandihui was founded in Qingdao City, Shandong Province, People’s Republic of China (“PRC”) on April 22, 2002 as a limited liability company. As of December 31, 2021, Tiandihui had one wholly owned subsidiary: Beijing Chongai Jiujiu Cultural Communication Co., Ltd. (“Chongai Jiujiu”), which was incorporated on March 3, 2011, in Beijing City, PRC. Tiandihui and its wholly owned subsidiary are engaged in the business of development, manufacturing and sales of high quality pet food products under our own formula patents. Our products are produced at Tiandihui facility and sold to the pet owners in PRC and to the retailers and wholesalers throughout worldwide. On February 21, 2016, TDH HK entered into an equity transfer agreement with Rongfeng Cui and his wife Yanjuan Wang, the shareholders of Tiandihui at the time, to acquire 100% of the equity interests in Tiandihui (“reorganization”). On July 19, 2016, Tiandihui acquired 100% shares of Chongai Jiujiu from Rongfeng Cui and Yanjuan Wang with a consideration of $87,849 (RMB610,000). The acquisition of Chongai Jiujiu is a transaction between entities under common control. Immediately before and after the reorganization, the same shareholders of Tiandihui controlled Tiandihui and TDH Holdings. Therefore, for accounting purposes, the reorganization is accounted for as a transaction of entities under common control. Accordingly, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the periods presented. On August 9, 2016, a wholly owned subsidiary of the Company, Qingdao Kangkang Development Co., Ltd. (“Kangkang Development”) was incorporated in Qingdao City, PRC. Kangkang Development had no active operation since its incorporation and was dissolved in 2019. On November 14, 2017, a 55% owned subsidiary of the Company, Yichong (Qingdao) Technology Co., Ltd. (“Yichong”) was incorporated in Qingdao City, PRC. Yichong had no active operation since its incorporation. The Company disposed of its entire equity interests in Yichong in September 2019. On November 29, 2017, a 55% owned subsidiary of the Company, Qingdao Lingchong Information Technology Co., Ltd. (“Lingchong”) was incorporated in Qingdao City, PRC. Lingchong had no active operation since its incorporation. The Company disposed of its entire equity interests in Lingchong in July 2019. On January 3, 2018, a wholly owned subsidiary, Qingdao Lile Pet Foodstuffs Co., Ltd. (“Lile”) was incorporated in Qingdao City, PRC. Lile had no active operation since its incorporation and was dissolved in 2019. In November 2018, the Company completed business acquisitions of TDH Group BVBA, a Belgium entity and TDH JAPAN, a Japanese entity. TDH Group BVBA and TDH JAPAN had limited operation activities for the year ended December 31, 2020. TDH JAPAN was dissolved in February 2021. On January 22, 2020, Qingdao Tiandihui Pet Foodstuffs Co., Ltd. (“Tiandihui Pet Foodstuffs”) was incorporated in Qingdao City, PRC. On January 21, 2020, Qingdao Tiandihui Foodstuffs Sales Co., Ltd. (“Tiandihui Foodstuffs Sales”) was incorporated in Qingdao City, PRC. Tiandihui Foodstuffs Sales is a wholly owned subsidiary of Tiandihui Pet Foodstuffs. On February 27, 2020, TDH Foods Limited was incorporated in Hong Kong, with the purpose of being a holding company for equity interests in Tiandihui Pet Foodstuffs. TDH Foods Limited does not conduct any operations or own any material assets or liabilities. On August 24, 2020, TDH Holdings, Inc. acquired 100% equity interests of TDH Foods Limited. The acquisition of TDH Foods Limited and its subsidiaries is a transaction between entities under common control. Accordingly, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the fiscal year presented. On June 4, 2021, TDH Income Corporation (“TDH Income”) was incorporated in Nevada. TDH Holdings, Inc. owns a 99.99% interest in TDH Income, and in December 2021, TDH Holdings, Inc. acquired the remaining 0.01% interest in TDH Income. As a result, TDH Income became a wholly-owned subsidiary of TDH Holdings, Inc. On June 9, 2021, Ruby21Noland LLC (“Ruby21Noland”) was incorporated in Missouri. Ruby21Noland is a wholly owned subsidiary of TDH Income. On October 31, 2021, TDH Income acquired 51% equity interests of Far Ling’s Inc. and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. (see Note 3) TDH Holdings and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying audited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC (“PRC GAAP”), the accounting standards used in the places of their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company to present them in conformity with U.S. GAAP. The consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the consolidated statements of operations and comprehensive loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interest in subsidiaries is reflected in the consolidated statements of operations and comprehensive loss. Going Concern Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the year ended December 31, 2021, we have incurred a net loss of approximately $6.72 million and our cash used in operating activities amounted to approximately $3.45 million. Our revenues generated are not currently sufficient and our business operations may be further affected by the ongoing COVID-19 pandemic. Although we received approximately $20.2 million net proceeds from issuance of common shares to certain investors during fiscal year 2021, there can be no assurances that future revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or to generate positive cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date that our consolidated financial statements are issued. Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through debt and equity financings to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollar (“$”), which is the reporting currency of the Company. The functional currency of TDH Holdings, TDH HK, TDH Petfood LLC TDH Income Corporation, Ruby21Noland LLC, Far Ling’s Inc, Bo Ling’s Chinese Restaurant, Inc and TDH Foods Limited is United States dollar. The functional currency of Tiandihui, Tiandihui Pet Foodstuffs, Tiandihui Foodstuffs Sales and Chongai Jiujiu is Renminbi (“RMB”). The functional currency of TDH Group BVBA is Euro (“€”). The functional currency of TDH JAPAN is Yen (“¥”). For the subsidiaries whose functional currencies are RMB, Euro and Yen, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income or loss. Transaction gains and losses are reflected in the consolidated statements of operations. The exchange rates used to translate amounts in RMB into U.S. Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=RMB): Period Covered Balance Average Year ended December 31, 2021 6.3757 6.4515 Year ended December 31, 2020 6.5277 6.9001 The exchange rates used to translate amounts in Euro into U.S. Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=€): Period Covered Balance Average Year ended December 31, 2021 0.8831 0.8448 Year ended December 31, 2020 0.8153 0.8772 The exchange rates used to translate amounts in Yen into U.S. Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=¥): Period Covered Balance Average Year ended December 31, 2021 115.0536 109.7430 Year ended December 31, 2020 103.1589 106.7408 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, allowance for credit losses, write-down in value of inventories and income taxes including the valuation allowance for deferred tax assets. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. COVID-19 Pandemic The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, as the pandemic persists and/or if it worsens, our accounting estimates and assumptions could be impacted in subsequent periods, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in time deposits and highly liquid investments purchased with original maturities of three months or less. Restricted Cash Restricted cash mainly represents bank deposits judicially frozen by the court as a result of legal proceedings as of December 31, 2021 and 2020 (see Note 4). Short-term Investments Starting March 2020 and throughout the years ended December 31, 2020 and 2021, TDH Holdings invested in equity securities of certain publicly listed companies through various open market transactions. The investments in marketable securities are managed and operated by an asset management company. Pursuant to the asset management agreement, for the period from March 1, 2020 to December 31, 2021, the asset management company is entitled to 25% of total realized gain if certain condition is met. In addition, if the total accumulated realized gain as of December 31, 2021 and 2020 is in excess of 20% (“exceeding portion”), the asset management company is entitled to additional monetary reward in the amount of 70% of the exceeding portion of the total realized gain. TDH Holdings’ investments in marketable securities are accounted for pursuant to ASC 321 and reported at their readily determinable fair value as quoted by market exchanges in the consolidated balance sheets with change in fair value recognized in earnings. For the year ended December 31, 2021 and 2020, change in fair value, including unrealized gain of approximately $0.5 million and approximately $0.2 million, and net realized gain of approximately $0.54 million and approximately $1.9 million, which consists of gross realized gain of approximately $0.07 million and approximately $6.3 million net with investment management fee of approximately $0.47 million and approximately $4.4 million, respectively, was presented as “investment income, net” in the accompanying consolidated statement of operations and comprehensive loss. Also see Note 10. Business Combination In October 2021, the Company acquired 51% equity interests of Far Ling’s Inc. and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. (see Note 3). Business combination is accounted for under the purchase method of accounting. Under the purchase method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of acquisition with any excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired recorded as goodwill. Results of operations of the acquired business are included in the statement of operations from the date of acquisition. Non-controlling interest As of December 31, 2021, non-controlling interest represents 49% of the equity interest in Far Ling’s Inc. owned by minority shareholder, which is not under the Company’s control. There was no non-controlling interest balance as of December 31, 2020 because the Company disposed of its entire equity interest in Lingchong in July 2019 and in Yichong in September 2019 (see Note 1). Current Expected Credit Losses On January 1, 2020, the Company adopted FASB Accounting Standards Update (ASU) 2016-13 “ Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments Our expected loss allowance methodology is developed using an aging method and analyses of historical credit losses experience, current economic conditions, future market forecasts and any recoveries in assessing the lifetime expected credit losses. Additionally, external data and macroeconomic factors are also considered. Inventories Inventories, consisting of raw materials, work in progress, and finished goods, are stated at the lower of cost or net realizable value, with cost computed on a weighted-average basis. The valuation of inventory requires us to estimate excess and slow-moving inventory. We evaluate the recoverability of our inventory based on assumption about expected demand, market conditions, forecasts prepared by its customers, sales contracts and orders in hand. Property, Plant and Equipment Property, plant and equipment, are stated at cost less depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation of property, plant and equipment is calculated based on cost, less their estimated residual value, if any, using the straight-line method over their estimated useful lives. Estimated useful lives are as follows: Machinery equipment 5 - 20 years Computer software 10 years Electronic equipment 5 - 10 years Office equipment 5 - 10 years Motor vehicles 5 - 10 years Leasehold improvement Shorter of the lease term or estimated useful life Buildings 20 - 50 years Land Use Rights According to the law of PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government for a specified period of time. Land use rights are being amortized using the straight-line method over the periods the rights are granted. Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. Impairment of Long-Lived Assets and Goodwill The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded impairment loss on long-lived assets other than goodwill of $217,257, $0 and $813,344 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s goodwill is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Given the Company’s net loss position, the Company recorded impairment of goodwill of $335,570, $0 and $0 for the years ended December 31, 2021, 2020 and 2019, respectively. Long-term Investments The Company’s long-term investments consist of equity investments without readily determinable fair value and equity method investment. In accordance with ASC 323, Investments-Equity Method and Joint Ventures The Company continually reviews its investment under equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors in its determination are the duration and severity of the decline in fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurements and Disclosures to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Company elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company makes assessment of whether an investment is impaired at each reporting date and recognizes an impairment loss equal to the difference between the carrying value and fair value in the consolidated statements of operations and comprehensive loss if there is any. The Company makes a qualitative assessment of whether the investments are impaired at each reporting date. Fair Value of Financial Instruments Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The Company measures certain financial assets, including the investment under the measurement alternative method and equity method on other-than-temporary basis, intangible assets and fixed assets at fair value when an impairment charge is recognized. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, advances to suppliers, inventories, prepayments and other current assets, accounts payable, advances from customers, taxes payable, bank overdrafts, short-term loans and other current liabilities, the carrying amounts approximate their fair values due to the short maturities. The fair value of the Company’s investments in the equity securities of publicly listed companies are measured using quoted market prices. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation. Quoted (Level 1) Significant (Level 2) Significant (Level 3) Total Publicly listed equity securities As of December 31, 2021 $ 4,428,446 - - 4,428,446 As of December 31, 2020 $ 3,138,578 - - 3,138,578 Lease Commitments On January 1, 2019, the Company adopted ASU 2016-02, Leases The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. Payments made under operating leases are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease period. The Company does not have finance lease arrangements as of December 31, 2021 and 2020. See Note 16 for further discussion. Loss per Share Basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding and dilutive potential common shares during the period. Potentially dilutive common shares consist of common shares warrants using the treasury stock method. Common equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. Given the Company’s net loss position, there were no diluted shares for the years ended December 31, 2021, 2020 and 2019. Revenue Recognition Revenue is measured according to ASC Topic 606, Revenue from Contracts with Customers Revenue for sale of products is derived from contracts with customers, which primarily include the sale of pet food products. The Company recognizes revenue upon transfer of control of promised goods in a contract with a customer in an amount that reflects the consideration the Company expects to receive in exchange for those products. Transfer of control occurs once the customer has the contractual right to use the product, generally upon shipment or once delivery and risk of loss has transferred to the customer. In connection with the business acquisition as disclosed in Note 3, the Company started to generate revenue from restaurant business operation since late 2021. Revenue from providing dining services and sales of meals is recognized at point when services are rendered. The Company recognizes revenues in the form of restaurant sales at the time of the sale when payment is made by the customer, as the Company has completed its performance obligation, namely the provision of food and beverage, and the accompanying customer service, during the customer’s visit to the restaurant. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities, including value-added tax (“VAT”), business tax, applicable local government levies. At the time revenue is recognized, allowances are recorded, with the related reduction to revenue, for estimated sales returns based upon historical experience and related terms of customer arrangements. The allowance for sales returns recorded by the Company was $0, $0 million and $0.06 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company does not provide rebate, pricing protection or any other concessions to its customers. The Company elected to account for shipping and handling fees that occur after the customer has obtained control of goods, for instance, free onboard shipping point arrangements, as a fulfillment cost and accrues for such costs. Management has concluded that the disaggregation level is the same under both the revenue standard and the segment reporting standard. Revenue under the segment reporting standard is measured on the same basis as under the revenue standard. See Note 15 for information regarding revenue disaggregation by product lines, marketing channels and countries. Contract liabilities are recorded when consideration is received from a customer prior to transferring the control of goods to the customer or other conditions under the terms of a sales contract. As of December 31, 2021 and 2020, the Company recorded contract liabilities of $109,959 and $90,834, respectively, which were presented as advances from customers on the accompanying consolidated balance sheets. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $163,074, $56,983 and $158,274 of contract liabilities as revenue, respectively. Government Grants Government grants include cash subsidies as well as other subsidies received from the PRC government by the subsidiaries of the Company. Such subsidies are generally provided as incentives from the local government to encourage the expansion of local business. The government grant is recognized in the consolidated statements of operations and comprehensive loss when cash is received and the relevant performance criteria specified in the grant are met. Selling Expenses Selling expenses consist primarily of advertising, salaries and shipping and handling costs incurred during the selling activities. Advertising and transportation expenses are charged to expense as incurred. Shipping and handling expenses amounted to $4,864, $620 and $287,385 for the years ended December 31, 2021, 2020 and 2019, respectively. Advertising costs amounted to $22,019, $144 and $22,221 for the years ended December 31, 2021, 2020 and 2019, respectively. Income Taxes The Company accounts for income taxes under the provision of FASB ASC 740-10, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Comprehensive Loss ASC 220 “ Comprehensive Income Loss Contingencies The Company records accruals for certain of its outstanding legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. When a loss contingency is not both probable and estimable, the Company does not record an accrued liability but discloses the nature and the amount of possible loss, if material, in the notes to the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. The Company makes adjustments to provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss, fine, penalty or business impact, if any. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, restricted cash, and accounts receivable arising from its normal business activities. The Company places its cash and cash equivalents in financial institutions in the U.S., the PRC, Hong Kong and New Zealand, which the management believes to be credit-worthy. The Company establishes an allowance for credit losses primarily based upon the age of receivables and factors surrounding the credit risk of specific customers. Related Parties Transactions A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature. Segment Reporting The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker has been identified as the chief executive officer of the Company who reviews financial information based on U.S. GAAP. The chief operating decision maker now reviews results analyzed by marketing channel. This analysis is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Company has determined that it has only two operating segments as of December 31, 2021 (see Note 15). Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, (Topic 848) |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | Note 3- BUSINESS COMBINATION On October 31, 2021, the Company completed the acquisition of 51% equity interests of Far Ling’s Inc. and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. Pursuant to the Stock Purchase Agreements executed on October 31, 2021, the Company acquired 51% equity interest of Far Ling’s Inc. for a total cash consideration of $850,000 and acquired 100% equity interest in Bo Ling’s Chinese Restaurant, Inc. for a total cash consideration of $170,000. The Company believes that the acquisition brings new revenue source for the Company going forward. The transaction was accounted for as a business combination using the purchase method of accounting. The purchase price allocation of the transaction was determined by the Company with the assistance of an independent appraisal firm based on the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The following table presents the purchase price allocation to assets acquired and liabilities assumed as of the acquisition date. The non-controlling interest represents the fair value of the 49% equity interest not held by the Company: As of Cash acquired $ 171,827 Accounts receivable, net 68,551 Inventories, net 30,306 Prepaid expenses 198,939 Other current assets 1,199 Property and equipment, net 1,179,190 Intangible assets 532,895 Goodwill 355,570 Customer deposit (3,209 ) Accrued rent (357,619 ) Accrued salary and other current liabilities (177,650 ) Noncontrolling interest (980,000 ) Total consideration $ 1,020,000 The intangible assets mainly include Bo Ling’s Chinese Restaurant, Inc.’s brand name of $532,895 to attract customers and bring in increased revenue to benefit the Company in the future. The goodwill is mainly attributable to the excess of the consideration paid over the fair value of the net assets acquired that cannot be recognized separately as identifiable assets under U.S. GAAP. Goodwill is not amortized and is not deductible for tax purposes. The fair value of the non-controlling interest in Far Ling’s Inc. was determined based on the purchase price allocation report prepared by an independent third-party appraiser by using discount cash flow model. The amounts of revenue and net loss of Far Ling’s Inc. and Bo Ling’s Chinese Restaurant, Inc. as included in the Company’s consolidated statement of operations from the acquisition date to December 31, 2021 are as follows: From acquisition Net Revenue $ 606,463 Net loss $ (1,215,613 ) The following table presents the Company’s unaudited pro forma results for the years ended December 31, 2021, 2020 and 2019, respectively, as if the above-mentioned acquisition had occurred on January 1, 2019. For the years ended December 31, 2021 2020 2019 Pro forma revenue $ 3,078,584 $ 2,591,306 $ 15,243,812 Pro forma net loss $ (6,430,354 ) $ (1,257,197 ) $ (8,678,399 ) Pro forma net loss attributable to TDH Holdings Inc. $ (5,974,649 ) $ (1,069,758 ) $ (8,652,443 ) Pro forma loss per share- basic and diluted $ (0.10 ) $ (0.02 ) $ (0.41 ) Weighted average number of shares 59,185,891 45,849,995 21,022,598 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | Note 4 – RESTRICTED CASH Restricted cash consisted of the followings: December 31, December 31, Bank deposits judicially frozen by the court as a result of legal proceedings $ 1,483,653 $ 182,515 |
Accounts Receivable, Net and Ac
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET AND ACCOUNTS RECEIVABLE-RELATED PARTIES, NET | Note 5 – ACCOUNTS RECEIVABLE, NET AND ACCOUNTS RECEIVABLE-RELATED PARTIES, NET Accounts receivable, net and accounts receivable - related parties, net, consisted of the following: December 31, December 31, Accounts receivable $ 58,733 $ 185,155 Less: Allowance for credit losses (19,221 ) (16,656 ) Accounts receivable, net $ 39,512 $ 168,499 Accounts receivable - related parties $ - $ - Less: Allowance for credit losses - - Accounts receivable - related parties, net $ - $ - The changes in allowance for credit losses consisted of the following: For the Years Ended December 31, 2021 2020 2019 Balance, beginning of the year $ 16,656 $ 612,249 $ - Provision for credit losses 2,168 15,757 617,496 Write-off uncollectable accounts receivable - (612,249 ) - Translation adjustment 397 899 (5,247 ) Balance, end of the year $ 19,221 $ 16,656 $ 612,249 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventories [Abstract] | |
INVENTORIES | Note 6 – INVENTORIES As of December 31, 2021 and 2020, inventories consisted of the following: December 31, December 31, Raw materials $ 178,482 $ 253,613 Work in process 8,665 23,758 Finished goods 83,173 14,523 Total 270,320 291,894 Inventory write-down (216,325 ) (42,241 ) Translation adjustments (2,572 ) (2,408 ) Inventories, net $ 51,423 $ 247,245 The Company recorded write-down of potentially obsolete or slow-moving inventories of $216,325, $42,241 and $518,119 for the years ended December 31, 2021, 2020 and 2019, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | Note 7 – PROPERTY, PLANT AND EQUIPMENT, NET As of December 31, 2021 and 2020, property, plant and equipment consisted of the following: December 31, December 31, 2021 2020 Machinery equipment $ 1,979,130 $ 1,992,910 Electronic equipment 43,308 32,285 Office equipment 415,606 251,914 Vehicles 173,555 43,709 Buildings 2,253,772 6,312,545 Leasehold Improvement 1,589,512 328,431 Total property, plant and equipment 6,451,883 8,961,794 Less: accumulated depreciation (3,480,135 ) (2,324,799 ) Less: impairment loss (1,431,318 ) - Translation adjustments - - Property, plant and equipment, net $ 1,543,430 $ 6,636,995 Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $374,455, $363,098 and $543,311, respectively. As of December 31, 2021 and 2020, certain property, plant and equipment with net book value of $55.25 and $6,174,867 were pledged as collateral under certain loan arrangements, respectively (also see Note 9). As of December 31, 2021 and 2020, certain buildings with net book value of $552,529 and $5,890,975 were judicially seized by the court. |
Land Use Rights
Land Use Rights | 12 Months Ended |
Dec. 31, 2021 | |
Land Use Rights [Abstract] | |
LAND USE RIGHTS | Note 8 – LAND USE RIGHTS December 31, December 31, Land use rights $ 773,383 $ 1,097,384 Accumulated amortization (120,258 ) (88,379 ) Land use rights, net $ 653,125 $ 1,009,005 During the years ended December 31, 2021, 2020 and 2019, amortization expense amounted to $34,507, $28,253 and $28,217, respectively. As of December 31, 2021 and 2020, land use right with net book value of $104,298 and $829,887, respectively, was pledged as collateral under certain loan arrangements (also see Note 9). Estimated future amortization expense for land use rights is as follows: Years ended December 31, Amortization expense 2022 $ 21,625 2023 21,625 2024 21,625 2025 21,625 2026 21,625 Thereafter 545,000 $ 653,125 |
Short-Term Loans
Short-Term Loans | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM LOANS | Note 9 – SHORT-TERM LOANS The Company’s loans consist of the following: December 31, December 31, 2021 2020 Short-term loans $ 5,440,350 $ 8,391,323 Total $ 5,440,350 $ 8,391,323 December 31, December 31, 2021 2020 Secured $ 5,440,350 $ 8,354,557 Unsecured - 36,766 Total $ 5,440,350 $ 8,391,323 For the years ended December 31, 2020 and 2019, the Company entered into various loans agreements with various Chinese banks, other entities and individuals for an aggregated amount of $107,829 and $1,046,275, respectively, to facilitate its business operations. Interest rate for the loans outstanding during the years ended December 31, 2020 and 2019 ranged from 4.15% to 24% and from 2.46% to 25% per annum, respectively. Except using the proceeds received from the auction of the land and factory buildings on the land owned by Qingdao Tiandihui Foodstuffs Co., Ltd. to make the repayment of approximately $3.2 million to CCB as disclosed below, the Company did not enter into new loan agreements with financial institutions during the year ended December 31, 2021. As a result, total outstanding short-term loan balance as of December 31, 2021 decreased from approximately $8.4 million as of December 31, 2020 to approximately $5.4 million as of December 31, 2021. During the years ended December 31, 2021 and 2020, the Company did not make repayment on certain notes payables issued by Shanghai Pudong Development Bank (“SPDB”) as scheduled. SPDB paid on behalf of the Company to the holders according to the terms of the agreement. As a result, the unpaid notes payables were reclassified to loan payable to SPDB and the amount was included in short-term loans on the consolidated balance sheets as of December 31, 2021 and 2020. In November 2019, SPDB filed litigation against the Company. In October 2020, the court has ruled that, among others, the Company should repay SPDB principal and interests in full within 10 days from the date of ruling. As of the date of this filing, the Company has not fulfilled the court order. During the year ended December 31, 2020, SPDB used the Company’s restricted cash deposited in the bank to settle against partial of outstanding balance of short-term loans, the cash flow of which was included in the repayments of short-term loans in the financing activities. The Company did not make additional repayment to SPDB during the year ended December 31, 2021. On March 16, 2022, the People's Court of Huangdao District, Qingdao City, Shandong Province made a civil ruling and announced the acceptance of creditors’ application of bankruptcy liquidation of Qingdao Tiandihui Foodstuffs Co., Ltd. Accordingly, the outstanding loan payable to SPDB is now subject to the bankruptcy proceedings (see Note 17). As of December 31, 2021, corporate or personal guarantees provided for those loans were as follows: $ 572,976 Pledged by cash deposit of RMB300,000 (approximately $43,000) from Gaochuang, real property of Rongfeng Cui and Yanjuan Wang, former CEO of the Company and his wife, and land use right and real property of Qingdao Saike Environmental Technology Co., Ltd; Guaranteed by Rongfeng Cui, Yanjuan Wang and Gaochuang. $ 1,541,857 Pledged by real property of the Company and real property of Rongfeng Cui; Guaranteed by Rongfeng Cui and Yanjuan Wang $ 3,136,910 Guaranteed by Rongfeng Cui and Yanjuan Wang $ 188,607 Pledged by restricted cash of RMB300,000 (approximately $47,054), four patents and certain equipment of the Company; Guaranteed by Rongfeng Cui, Yanjuan Wang and Qingdao Saike Environmental Technology Co., Ltd. On December 20, 2018, the Company entered into a loan agreement with China Construction Bank (“CCB”) to borrow RMB21,450,000 (approximately $3,119,000). The loan bears an annual interest rate of 5.39% and is due in 84 months. Pursuant to the loan agreement, the proceeds of the loan can only be used in the purchase of manufacturing facility and the associated land use right located at Lingang Economic Development Zone, Huangdao District, Qingdao, Shandong Province, PRC. The loan agreement between the Company and CCB contains a number of covenants and restrictions. Such covenants and restrictions include, but are not limited to, financial ratios. Unless a breach is remediated or a waiver is obtained, a breach of such covenants and restrictions generally permits lender to demand accelerated repayment of principal and interest. As of December 31, 2018, the Company did not meet the financial ratios set forth in the debt covenants. Starting December 2019, the Company has been in default on the loan. In January 2020, CCB filed litigation against the Company. In April 2020, the court has ruled that, among others, the Company should repay CCB the principal and interests in full within 10 days from the date of ruling. On March 13, 2021, the land and factory buildings on the land owned by Qingdao Tiandihui Foodstuffs Co., Ltd. were auctioned by the court for $5,098,461 (RMB33.14 million), of which, $3,192,827 (RMB21.14 million) has been used to repay loan principal and accrued interest to CCB. The repayment has been completed by April 2021. The Company’s repayments of substantially all its outstanding short-term loans were delinquent on or around November 2019, and the Company is involved in a number of lawsuits filed by various lenders. See further discussions in Note 17 and Note 20. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
OTHER CURRENT LIABILITIES | Note 10 – OTHER CURRENT LIABILITIES Other current liabilities mainly consist of accrued liabilities, interest payable owed to third party and related party creditors, Wages payable and other payables. Accrued liabilities mainly include accrued employee welfares and benefits and rent expenses. Other payables primarily represent accrued fee of Borrowing from individuals and transportation costs as of December 31, 2021 and primarily represented accrued management fee paid to an asset management company in connection with the management of the Company’s short-term investments in marketable securities as of December 31, 2020. As of December 31, 2021 2020 Accrued Liabilities $ 728,242 $ 786,880 Interest Payable 2,020,225 1,374,222 Interest Payable - Related Parties 47,441 58,824 Other Payables 997,232 3,662,238 Total $ 3,793,140 $ 5,882,164 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 11 – RELATED PARTY TRANSACTIONS The related parties had transactions for the years ended December 31, 2021, 2020 and 2019 consist of the following: Name of Related Party Nature of Relationship at December 31, 2021 Dandan Liu Chairman of the Board, Shareholder, Chief Executive Officer (“CEO”) Rongfeng Cui Former Chairman of the Board and Former CEO. Rongfeng Cui ceased to be the CEO of the Company effective August 2, 2019. Rongbing Cui Former Chief Financial Officer (“CFO”), Rongfeng Cui’s brother Feng Zhang Chief Financial Officer (“CFO”) Yanjuan Wang Rongfeng Cui’s wife Yan Fu Former Sales Vice President Yuxiang Qi Dandan Liu’s mother Tide (Shanghai) Industrial Co. Ltd. (“Tide”) Owned by Rongfeng Cui and Yanjuan Wang Qingdao Like Pet Supplies Co., Ltd. (“Like”) Rongfeng Cui served as CEO, and Shuhua Cui, sister of Rongfeng Cui, served as the legal person. On May 26, 2016, both Rongfeng Cui and Shuhua Cui resigned from their positions, but still have significant influence on Like. Qingdao Saike Environmental Technology Co., Ltd. (“Saike”) Owned by Rongfeng Cui and Yanjuan Wang Huangdao Ding Ge Zhuang Kangkang Family Farm (“Kangkang Family Farm”) Controlled by Rongfeng Cui’s father TDH Group BVBA A Belgium company solely owned by Rongfeng Cui prior to November 30, 2018; a wholly owned subsidiary of the Company since November 30, 2018 TDH JAPAN A Japanese company solely owned by Rongfeng Cui prior to November 30, 2018; a wholly owned subsidiary of the Company since November 30, 2018. Dissolved in February 2021. Qingdao Yinhe Jiutian Information Technology Co., Ltd. (“Yinhe Jiutian”) Solely owned by Rongbing Cui Huangdao Hanyinhe Software Development Center Co., Ltd. (“Hanyinhe”) Solely owned by Xiaomei Wang Zhenyu Trading (Qingdao) Co., Ltd. (“Zhenyu”) Noncontrolling shareholder of Yichong prior to September 27, 2019; Sole shareholder of Yichong after September 27, 2019 Beijing Quanmin Chongai Information Technology Co., Ltd. (“Quanmin Chongai”) Rongbing Cui serves as supervisor of Quanmin Chongai LAI LINGS LENEXA Raymond Ng is the son of Richard Ng Products Inc. Owned by Richard Ng Bo Lings at Zona Rosa in the Northland Owned by Richard Ng Richard Ng Richard owns 49% control of Far Ling’s Inc. Due from related parties, net Due from related parties, net consisted of the following: December 31, December 31, 2021 2020 Tide $ - $ 46 Rongfeng Cui - 44,484 Less: Allowance for credit losses - (44,530 ) Due from related parties, net $ - $ - The balance of due from Tide represents operating expenses paid by the Company on behalf of Tide. The balances of due from Rongfeng Cui represent overseas trade receivables collected by him on behalf of the Company. Due to related parties Due to related parties consisted of the following: December 31, December 31, 2021 2020 Rongbing Cui 10,979 10,724 Rongfeng Cui 216,529 31,297 Dandan Liu 75,992 - Feng Zhang 1,568 - Products Inc. 2,441 - Total $ 307,509 $ 42,021 The balance of due to related parties represents expenses paid by related parties on behalf of the Company as well as advances the Company obtained from related parties for working capital purposes. The amounts owed to the related parties are unsecured, non-interest bearing and payable on demand. Short-term loans from related parties December 31, December 31, 2021 2020 Rongfeng Cui $ 285,878 $ 782,773 Yuxiang Qi 269,218 172,471 Yan Fu - 30,639 Total $ 555,096 $ 985,883 In March 2018, TDH Group BVBA borrowed non-interest bearing, unsecured long-term loans from Rongfeng Cui in the aggregate amount of €250,000 (approximately $288,000), of which €60,000 (approximately $69,000), €60,000 (approximately $69,000), €60,000 (approximately $69,000), €60,000 (approximately $69,000), €10,000 (approximately $11,500) and $0 is due in the years ended December 31, 2019, 2020, 2021, 2022, 2023 and thereafter, respectively. The Company did not make any repayment to Rongfeng Cui during the years ended December 31, 2020 and 2021 nor subsequently, such default may lead to callable of the loan at any time by Rongfeng Cui. As a result, the corresponding loan was classified as current liability and included in short-term loans – related parties as of December 31, 2021 and 2020. The Company is aware of the possible penalty and/or other consequence due to the default, however, no reasonable estimate can be made at this time. The Company borrowed unsecured short term loans from related parties in the amount of $0 and $49,350 during the years ended December 31, 2021 and 2020, respectively. Interest rate for the loans outstanding during the year ended December 31, 2021 ranged from 0% to 25% per annum. The Company made repayment in the amount of $0 and $0 during the years ended December 31, 2021 and 2020, respectively. Modification of Loans from related party In January 2018, the Company entered into a loan agreement with Dandan Liu. In May 2018, the agreement was amended to, among others, reclassify unpaid interest payable to the principal of the loan, resulting in an increase of principal from RMB3,000,000 (approximately $466,000) to RMB3,030,000 (approximately $471,000) and increase the interest rate from 3% to 15%. Interest rate will be 24% for the period past due. In March 2019, the agreement was further amended to, among others, reclassify unpaid interest payable to the principal of the loan, resulting in an increase of principal to RMB3,484,500 (approximately $539,000) and extend the maturity date from January 2019 to May 2019. As of Dec. 31, 2021, the loan had $75,992 of interest outstanding. In June 2018, the Company entered into a loan agreement with Yuxiang Qi. Interest rate was 15% during the loan period and 24% for the period past due. In March 2019, the agreement was amended to, among others, reclassify unpaid interest payable to the principal of the loan, resulting in an increase of principal from RMB3,000,000 (approximately $462,000) to RMB3,405,000 (approximately $522,000) and extend the maturity date from December 2018 to May 2019. The Company has been in default of this loan and is subject to 24% annual interest rate. The Company analyzed the amendments under ASC 470-50 and concluded that these amendments did not qualify for debt modification. The interest expenses for the loans from related parties amounted to $29,581, $43,835 and $632,251 for the years ended December 31, 2021, 2020 and 2019, respectively. Sales to related parties, purchases from related parties and services provided by related parties For the Years Ended December 31, 2021 2020 2019 SALES TO: Like $ - $ - $ - Zhenyu - - 5,778 Quanmin Chongai - - 187,063 Liujiayi - - - TDH Group BVBA - - - Total Sales $ - $ - $ 192,841 For the years ended December 31, 2021, 2020 and 2019, the cost of revenue in connection with sales to related parties were $0, $0 and $178,636, respectively, which were included in cost of revenue-related parties in the accompanying consolidated statements of operations and comprehensive loss. Accounts payable to related parties December 31, December 31, 2021 2020 Yinhe Jiutian $ 122,481 $ 119,629 Kangkang Family Farm 5,142 5,022 Zhenyu Trading 65 64 Total $ 127,668 $ 124,715 Leases from related parties The Company entered into various operating lease agreements for certain premises with its related parties during 2019 and 2020. The related party lease agreements were terminated in 2021. See Note 16. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 12 – INCOME TAXES British Virgin Islands (“BVI”) Under the current laws of BVI, TDH Holdings is not subject to tax on income or capital gain. In addition, payments of dividends by the Company to their shareholders are not subject to withholding tax in the BVI. Hong Kong The Company’s subsidiary, TDH HK and TDH Foods were incorporated in Hong Kong and has no operating profit or tax liabilities during the period. TDH HK and TDH Foods were subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong. United State The Company’s subsidiary, TDH Petfood LLC was incorporated in Nevada as a limited liability company had no active business operations since its incorporation and it has been deregistered and dissolved in 2021 (see Note 1). The Company’s subsidiary, TDH Income, is incorporated in the State of Nevada and is subject to the United States Federal income tax at a statutory rate of 21%. On October 31, 2021, TDH Income acquired 51% equity interests of Far Ling’s Inc. and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. The Company’s subsidiary, Ruby21Noland, is incorporated in the State of Missouri. For the subsidiaries and entities incorporated in the United States listed above, they are subject to the United States Federal income tax at a statutory rate of 21%. However, no provision for the U.S. Federal income tax has been made as TDH Income Corporation,Ruby21Noland LLC, Far Ling’s Inc. and Bo Ling’s Chinese Restaurant, Inc. had no taxable income in this jurisdiction for the reporting periods. Japan The Company’s subsidiary, TDH JAPAN, is incorporated in Japan and has no operating profit or tax liabilities during the reporting period. TDH JAPAN is subject to tax at 21.421% on the assessable profits arising in or derived from Japan. Belgium The Company’s subsidiary, TDH Group BVBA, is incorporated in Belgium and has no operating profit or tax liabilities during the reporting period. TDH Group BVBA is subject to tax at 29.58% on the assessable profits arising in or derived from Belgium. PRC The Company’s subsidiaries incorporated in the PRC are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect as of January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. According to the tax law, entities that qualify as high and new technology enterprises (“HNTE”) supported by the PRC government are allowed a 15% preferential tax rate instead of the uniform tax rate of 25%. On December 2, 2016, Tiandihui was granted the HNTE designation jointly by Qingdao science and Technology Bureau, Qingdao Municipal Finance Bureau, Qingdao Municipal State Taxation Bureau, Qingdao Local Taxation Bureau, and is qualified for a preferential tax rate of 15% for the year ended December 31, 2018. Tiandihui is subject to the 25% EIT rate for the years ended December 31, 2021 and 2020. The provision for income taxes consists of the following: For the Years Ended December 31, 2021 2020 2019 Current $ - $ 146 $ - Deferred - (1,046 ) - Total $ - $ (900 ) $ - The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows: For the Years Ended December 31, 2021 2020 2019 United states income tax rate 21.00 % - - HK statutory income tax rate 16.50 % 16.50 % 16.50 % PRC statutory income tax rate difference 8.50 % 8.50 % 8.50 % Effect of additional deduction on R&D expense and salary for disabled workers 0.00 % 0.00 % 0.08 % Effect of expenses not deductible for tax purposes -17.38 % -2.43 % -0.48 % Valuation allowance recognized with respect to the loss in subsidiaries -28.52 % -22.57 % -24.60 % Other -0.10 % -0.10 % 0.00 % Total 0.0 % -0.10 % - % Accounting for Uncertainty in Income Taxes The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional tax liabilities. ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no provision for uncertainty in income taxes was necessary as of December 31, 2021 and 2020. Deferred tax assets and liabilities as of December 31, 2021 and 2020 are composed of the following: As of December 31, 2021 2020 Deferred tax assets, non-current Net operating loss carrying forward $ 6,557,667 $ 4,878,672 Total deferred tax assets Valuation allowance (6,557,667 ) (4,878,672 ) Total deferred tax assets $ - $ - As of December 31, 2021 2020 Deferred tax liabilities, non-current Property, plant and equipment $ (1,132 ) $ - Total deferred tax liabilities $ (1,132 ) $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or are utilized. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | Note 13 – STOCKHOLDERS’ EQUITY Common shares In November 2018, the Company issued 156,130 and 936,782 common shares to acquire 100% equity interest in TDH Japan and TDH Group BVBA, respectively. On January 31, 2019, a total of 2,000,000 common shares were issued at $0.5 per share to Zuhua Zou with cash proceeds of $1,000,000 received during the year ended December 31, 2019. The Company entered into stock subscription agreements in August 2019, pursuant to which the Company agreed to sell 33,333,333 shares to a group of investors for an aggregate purchase price of $10,000,000, or $0.3 per share. A total of 8,300,000 common shares were issued to three investors with cash proceeds of $2,490,000 received during the year ended December 31, 2019, and 25,033,333 common shares were issued to Dandan Liu, the CEO, with $3,270,000 collected in cash and the remaining subscription receivable of $4,240,000 settled with the outstanding loan payable to the CEO. On December 2, 2020, the Company entered into subscription agreements with four accredited investors for the sale of 9,100,000 of the Company’s common shares at the price $0.30 per share for the gross proceeds of approximately $2.73 million. In April 2021, a total of 9,100,000 shares were issued to four investors with cash proceeds of $2,730,000. The shares were sold without registration under the Securities Act of 1933 in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and rules promulgated under the Securities Act as sales to accredited investors. The Company’s intention was to use the proceeds of this offering for working capital and general working purposes. There were no discounts or brokerage fees associated with this offering. On September 30, 2021, the Company and certain investors entered into a securities purchase agreement in connection with a registered direct offering, pursuant to which the Company agreed to sell to the investors an aggregate of 10,000,000 of its common shares at purchase price of $0.89 per share. The registered direct Offering was closed on September 30, 2021 and the Company received approximately $8.2 million net proceeds from the issuance of 10,000,000 common shares to investors, after deducting placement agent fees and estimated offering expenses. On November 3, 2021, the Company and certain investors entered into a securities purchase agreement in connection with a registered direct offering, pursuant to which the Company agreed to sell to the investors an aggregate of 15,000,000 of its common shares at purchase price of $0.64 per share. The registered direct offering was closed on November 3, 2021 and the Company received approximately $8.9 million net proceeds from the issuance of 15,000,000 common shares to investors, after deducting placement agent fees and estimated offering expenses. Investor warrants In connection with the Company’s registered direct offering as consummated on September 30, 2021, the Company also In addition, in connection with the Company’s registered direct offering as consummated on November 3, 2021, the Company also For the above mentioned investor warrants, the Company may compel the exercise of the warrants if the closing price of the Company’s common shares exceeds $6.00 for ten (10) consecutive trading days commencing six (6) months after issuance. The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 9.99% of the Company’s common shares . Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to its own stock. As of December 31, 2021, 50,000,000 warrants were issued and outstanding and 24,423,626 warrants have been exercised on the cashless basis Additional 21,886,536 warrants were exercised at cashless basis during subsequent period ( Statutory reserve As of December 31, 2021 and 2020, the Company had statutory reserve in the amount of $160,014. In accordance with the relevant laws and regulations of the PRC, the Company’s PRC subsidiaries are required to set aside at least 10% of their respective after-tax net profits each year determined in accordance with PRC GAAP and if any, to fund the statutory reserve until the balance of the reserve reaches 50% of their respective registered capital. The statutory reserve is not distributable in the form of cash dividends and can be used to make up cumulative prior year losses. Restricted net assets As a result of the PRC laws and regulations, the PRC entities are restricted from transferring a portion of their net assets to the Company. Amounts restricted included additional paid-in capital and statutory reserves of the Company’s PRC subsidiaries. As of December 31, 2021 and 2020, total restricted net assets were $12,666,369 and $11,654,519, respectively. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Major Customers | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS | Note 14 – CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS Customers For the years ended December 31, 2021, 2020 and 2019, customers accounting for 10% or more of the Company’s net revenue were as follows: For the Years Ended December 31, Customer 2021 2020 2019 Customer A * % * % 12.35 % Customer G * % * % 12.02 % Customer P * % 17.33 % * % * Less than 10% As of December 31, 2021, Customer Q, Customer R and Customer S accounted for 28%, 35% and 36% of the Company’s total current outstanding accounts receivable, respectively. As of December 31, 2020, Customer L, Customer M, Customer N and Customer O accounted for 45.09%, 24.89%, 19.82% and 11.72% of the Company’s total current outstanding accounts receivable, respectively. Suppliers For the years ended December 31, 2021, 2020 and 2019, suppliers accounting for 10% or more of the Company’s purchase were as follows: For the Years Ended December 31, Supplier 2021 2020 2019 Supplier A * % * % 14.16 % Supplier B * % * % 11.99 % Supplier C * % * % 12.76 % Supplier D * % 16.45 % * % Supplier E * % 10.16 % * % Supplier F * % 17.62 % * % Supplier G 35.57 % * % * % * Less than 10% As of December 31, 2021, Supplier B’s balance accounted for 12.69% of the Company’s total accounts payable. As of December 31, 2020, Supplier B’s balance accounted for 11.84% of the Company’s total accounts payable. |
Segment and Revenue Analysis
Segment and Revenue Analysis | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT AND REVENUE ANALYSIS | Note 15 – SEGMENT AND REVENUE ANALYSIS The Company is engaged in the business of manufacturing and selling of pet food and restaurant operations. An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment. In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has two operating segments as defined by ASC 280, including pet food sales and restaurant business operations. Certain entity-wide disclosures relating to revenues for the years ended December 31, 2021, 2020 and 2019 are as follows: For the year ended December 31, 2021 Pet food sales Restaurant Total Revenue $ 485,426 $ 606,463 $ 1,091,889 Net loss $ (5,500,345 ) $ (1,215,613 ) $ (6,715,958 ) Depreciation and amortization $ 395,094 $ 13,646 $ 408,740 Capital expenditure $ - $ - $ - Total assets $ 26,969,867 $ 5,078,090 $ 32,047,957 For the year ended December 31, 2020 Pet food sales Restaurant Total Revenue $ 815,225 $ - $ 815,225 Net loss $ (874,668 ) $ - $ (874,668 ) Depreciation and amortization $ 391,351 $ - $ 391,351 Capital expenditure $ 47,086 $ - $ 47,086 Total assets $ 18,452,910 $ - $ 18,452,910 For the year ended December 31, 2019 Pet food sales Restaurant Total Revenue $ 12,648,255 $ - $ 12,648,255 Net loss $ (8,625,427 ) $ - $ (8,625,427 ) Depreciation and amortization $ 517,528 $ - $ 517,528 Capital expenditure $ 121,560 $ - $ 121,560 Total assets $ 15,087,210 $ - $ 15,087,210 The net revenue generated from different marketing channels consists of the following: For the Years Ended December 31, 2021 2020 2019 Overseas sales $ 134,896 $ 226,385 $ 9,995,136 Domestic sales 319,061 574,921 2,711,445 Electronic commerce 34,590 16,708 83,779 Restaurant revenue 606,463 - - Less: Sale tax and addition (3,121 ) (2,789 ) (142,105 ) Total net revenue $ 1,091,889 $ 815,225 $ 12,648,255 The net revenue generated from different product lines and services is set forth as following: For the Years Ended December 31, 2021 2020 2019 Pet chews $ 46,112 $ 59,096 $ 6,469,755 Dried pet snacks 293,325 317,392 4,617,742 Wet canned pet food 10,760 84,117 1,310,001 Dental health snacks 6,127 19,915 305,452 Baked pet biscuits - 3,132 87,410 Restaurant revenue 606,463 - - Others 132,223 334,362 - Less: Sales tax and addition (3,121 ) (2,789 ) (142,105 ) Total net revenue $ 1,091,889 $ 815,225 $ 12,648,255 The net revenue generated from different countries is set forth as following: For the Years Ended December 31, 2021 2020 2019 South Korea $ 37,320 $ 34,378 $ 1,335,791 China 353,651 713,257 2,662,247 United Kingdom - - 1,573,546 Germany - - 2,062,110 U.S. 606,463 - - Other countries 97,576 70,379 5,156,666 Less: Sales tax and addition (3,121 ) (2,789 ) (142,105 ) Total net revenue $ 1,091,889 $ 815,225 $ 12,648,255 “Other countries” are comprised of all countries whose revenue, individually, was less than 10% of the Company’s total revenue. The Company’s long-lived assets associated with pet food business are substantially located in the PRC. The Company’s long-lived assets associated with restaurant business operations are located in the United States. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
OPERATING LEASES | Note 16 – OPERATING LEASES The company has signed two lease agreements for office premises and restaurant premises. The remaining lease term of the Company’s leases ranges from approximately 1 to 14 years. The estimated effect of lease renewal and termination options, as applicable, was included in the consolidated financial statements in current period. The components of lease expense were as follows: For the Years Ended December 31, 2021 2020 2019 Operating lease cost $ 85,481 $ 50,244 $ 107,316 Short-term lease costs - - 22,001 Total lease cost $ 85,481 $ 50,244 $ 129,317 Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 10,075 $ 9,420 $ 1,737 Weighted-average remaining lease term 14.2 years 5.97 years 7.60 years Weighted-average discount rate 3.75 % 5.39 % 5.39 % Supplemental balance sheet information related to leases was as follows: As of December 31, 2021 2020 Operating lease right-of-use assets $ 4,604,365 $ 19,103 Operating lease right-of-use assets, related parties - 270,852 Total lease right-of-use assets 4,604,365 289,955 Operating lease liabilities, current 268,403 9,913 Operating lease liabilities-related parties, current - 195,231 Operating lease liabilities-related party, non-current 4,846,760 274,794 Total operating lease liabilities $ 5,115,163 $ 479,938 The following table summarizes the maturity of our operating lease liabilities as of December 31, 2021: 2022 $ 452,469 2023 452,469 2024 452,469 2025 452,469 2026 455,385 Thereafter 4,341,279 Total 6,606,648 Less imputed interest (1,491,485 ) Total operating lease liabilities $ 5,115,163 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 – COMMITMENTS AND CONTINGENCIES COMMITMENTS The Company provides counter guarantee to Gaochuang including a cash deposit of RMB300,000 (approximately $47,053) and asset pledge of four invention patents and certain property, plant and equipment with net book value of $239,670 and $283,892 as of December 31, 2021 and 2020, respectively, in consideration of the guarantees provided by Gaochuang for certain notes payables financed by the Company during the years ended December 31, 2019 and 2018 (the “Counter Guarantee”). The Counter Guarantee arrangement further includes an unlimited joint liability guarantee provided by Rongfeng Cui and Yanjuan Wang, and a third party guarantee provided by Saike. During the year ended December 31, 2019, the Company did not make repayment on certain notes payables as scheduled, and Gaochuang, as one of the guarantors, paid on behalf of the Company to the holders of such notes payables. As a result, the unpaid notes payables were reclassified to loan payable to Gaochuang and the amount was included in short-term loans on the consolidated balance sheets as of December 31, 2021 and 2020. The loan payable to Gaochuang was pledged and guaranteed by the aforementioned assets and guarantors, respectively, under the counter guarantee. Future minimum lease payments for operating lease commitments as of December 31, 2021 are disclosed in Note 16. CONTINGENCIES The Company is involved in a number of claims pending in various courts, in arbitration, or otherwise unresolved as of December 31, 2021. These claims are substantially related to non-payment of wage payables, non-payment of vendor payables and non-payment of loans and notes payables. Adverse results in these claims may include awards of damages and may also result in, or even compel, a change in the Company’s business practices, which could impact the Company’s future financial results. On March 16, 2022, the People’s Court of Huangdao District, Qingdao City, Shandong Province made a civil ruling and announced the acceptance of creditors’ application of bankruptcy liquidation of Qingdao Tiandihui Foodstuffs Co., Ltd. Accordingly, these legal claims are now subject to the bankruptcy proceedings. I) Labor arbitration claims by former employees Since November 2019, certain former employees of the Company commenced arbitration proceedings against the Company under applicable labor rules and standards, claiming, among others, lost wages and/or severance payments. The Company accrued approximately $0.4 million contingent liabilities in other current liabilities on the consolidated balance sheet as of December 31, 2019 and recognized contingent losses of approximately $0.4 million for the year ended December 31, 2019 upon the estimate of the management of the Company together with the trail counsel of these cases. Upon ruling of these cases, the Company further accrued approximately $0.1 million wage and/or severance payables in other current liabilities on the consolidated balance sheet as of December 31, 2020 and recognized losses of approximately $0.1 million for the year ended December 31, 2020. On March 13, 2021, the land and factory buildings above the land owned by Qingdao Tiandihui Foodstuffs Co., Ltd. were actioned by the court for $5,098,461 (RMB 33.14 million). In 2021, we have paid RMB3.73 million to substantially settle the labor arbitration cases with our former employees. We only have RMB0.5 million ($0.08 million) remaining severance payables to them as of December 31, 2021, which we anticipate to fully settle by the end of 2022. Failure to successfully settle the claims could impair our ability to continue as a going concern. II) Legal claims by vendors Since November 2019, the Company has been the subject of multiple lawsuits by its raw material suppliers, printing and packaging suppliers, transportation companies and other vendors due to its non-payment of various invoices for vendor services rendered. As of the date of this report, substantially all cases have been concluded. The mediation and judgement involved with claims of liabilities arose before December 31, 2019 and the Company has included substantially all such claims in accounts payable on the consolidated balance sheets as of December 31, 2021 and 2020. III) Legal claims by lenders Since November 2019, the Company has defaulted on multiple loans and notes payable from various lenders. As a consequence, the Company has been subjected to multiple lawsuits by various Chinese banks and other lenders. The claims raised in these lawsuits pertain to the Company’s non-payment of principals and interests as scheduled in the loan agreements and note payable agreements. The claims pertained to liabilities arose before December 31, 2019, and the Company has included substantially all such claims in short-term loans on the consolidated balance sheets as of December 31, 2021 and 2020. The court has ruled on the litigations and among others, request the Company to pay for litigation related fees; repay the outstanding loans and interests to the lenders within a short period, normally 10 days, from the date of the rulings and grant the lenders with priority right of the repayment from the auction proceeds of the pledged real estate in case of non-performance by the Company. As of December 31, 2021, the Company has not fulfilled the court order. The above legal proceedings led to, among others, the Company’s certain bank accounts and property, plant and equipment judicially frozen by the court as of December 31, 2021 and 2020. On March 16, 2022, the People’s Court of Huangdao District, Qingdao City, Shandong Province made a civil ruling and announced the acceptance of creditors’ application of bankruptcy liquidation of Qingdao Tiandihui Foodstuffs Co., Ltd. entered into bankruptcy proceedings. Accordingly, these legal claims are now subject to the bankruptcy proceedings. See recent development of legal proceedings at Note 20. |
Long-Term Investments
Long-Term Investments | 12 Months Ended |
Dec. 31, 2021 | |
Longterm Investments [Abstract] | |
LONG-TERM INVESTMENTS | Note 18 – LONG-TERM INVESTMENTS In February 2018, the Company acquired 5% equity interests in Liujiayi Pet Technology (Beijing) Co., Ltd. (“Liujiayi”) for a cash consideration of RMB500,000 (approximately $79,400). The investment was accounted for at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transaction for identical or similar investments of the same issuer, if any, using the measurement alternative due to lack of readily determinable fair values, pursuant to ASC 321. In June 2020, the Company transferred its equity interests in Liujiayi to a creditor as partial repayment of short-term loan owed to the creditor. As a result, the Company is no longer a shareholder of Liujiayi. In March 2018, the Company invested RMB1,000,000 (approximately $156,200) in Shandong Tide Food Co., Ltd. (“Shandong Tide”), a pet food production company that was newly established in 2018, representing 37% equity interests in Shandong Tide. The investment was accounted for as equity method in accordance with ASC 323. The Company recognized its proportionate share of Shandong Tide’s net loss in the amount of $0 and $4,903, respectively, into the consolidation statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019, respectively. In June 2020, the Company transferred its equity interests of Shandong Tide to a supplier as partial repayment of outstanding account payable owed to the supplier. As a result, the Company was no longer a shareholder of Shandong Tide. |
Disposal of Subsidiaries
Disposal of Subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
DISPOSAL OF SUBSIDIARIES | Note 19 – DISPOSAL OF SUBSIDIARIES During the year ended December 31, 2019, Kangkang Development, Yichong, Lingchong and Lile were deconsolidated from the Company’s consolidated financial statements (also see Note 1). The Company recognized losses of $5,018 in connection with the disposals on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. TDH Petfood LLC had no active business operations since its incorporation, and it has been deregistered and dissolved in 2021. TDH Japan has been deregistered and dissolved in February 2021. The disposals mentioned above did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results and as such, the disposals were not classified as discontinued operations in the accompanying consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 20 – SUBSEQUENT EVENTS Progress of legal proceedings On March 16, 2022, the People’s Court of Huangdao District, Qingdao City, Shandong Province made a civil ruling and announced the acceptance of creditors’ application of bankruptcy liquidation of Qingdao Tiandihui Foodstuffs Co., Ltd., and it entered into bankruptcy proceedings. Subsequent warrants exercise As disclosed in Note 13, in connection with the Company’s registered direct offering as consummated on September 30, 2021 and November 3, 2021, the Company As of December 31, 2021, 50,000,000 warrants were issued and outstanding and 24,423,626 warrants have been exercised on the cashless basis. Subsequently in January 2022, the investors elected to exercise additional 21,886,536 warrants at cashless basis. The Company did not receive any proceeds from such transaction. Pending Nasdaq compliance issue On February 23, 2022, the Company received a notification letter from Nasdaq Listing Qualifications advising the Company that based upon the closing bid price for the Company’s common shares for the past 30 consecutive business days, the Company no longer met the minimum $1.00 per share Nasdaq continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2). The notification also stated that the Company would be provided 180 calendar days, or until August 22, 2022, to regain compliance with the foregoing listing requirement. To do so, the bid price of the Company’s common stock must close at or above $1.00 per share for a minimum of 10 consecutive business days prior to that date. The Company is now putting efforts to regain compliance. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying audited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC (“PRC GAAP”), the accounting standards used in the places of their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company to present them in conformity with U.S. GAAP. The consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the consolidated statements of operations and comprehensive loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interest in subsidiaries is reflected in the consolidated statements of operations and comprehensive loss. |
Going Concern | Going Concern Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the year ended December 31, 2021, we have incurred a net loss of approximately $6.72 million and our cash used in operating activities amounted to approximately $3.45 million. Our revenues generated are not currently sufficient and our business operations may be further affected by the ongoing COVID-19 pandemic. Although we received approximately $20.2 million net proceeds from issuance of common shares to certain investors during fiscal year 2021, there can be no assurances that future revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or to generate positive cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date that our consolidated financial statements are issued. Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through debt and equity financings to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Foreign Currency Translation | Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollar (“$”), which is the reporting currency of the Company. The functional currency of TDH Holdings, TDH HK, TDH Petfood LLC TDH Income Corporation, Ruby21Noland LLC, Far Ling’s Inc, Bo Ling’s Chinese Restaurant, Inc and TDH Foods Limited is United States dollar. The functional currency of Tiandihui, Tiandihui Pet Foodstuffs, Tiandihui Foodstuffs Sales and Chongai Jiujiu is Renminbi (“RMB”). The functional currency of TDH Group BVBA is Euro (“€”). The functional currency of TDH JAPAN is Yen (“¥”). For the subsidiaries whose functional currencies are RMB, Euro and Yen, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income or loss. Transaction gains and losses are reflected in the consolidated statements of operations. The exchange rates used to translate amounts in RMB into U.S. Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=RMB): Period Covered Balance Average Year ended December 31, 2021 6.3757 6.4515 Year ended December 31, 2020 6.5277 6.9001 The exchange rates used to translate amounts in Euro into U.S. Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=€): Period Covered Balance Average Year ended December 31, 2021 0.8831 0.8448 Year ended December 31, 2020 0.8153 0.8772 The exchange rates used to translate amounts in Yen into U.S. Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=¥): |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, allowance for credit losses, write-down in value of inventories and income taxes including the valuation allowance for deferred tax assets. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. |
COVID-19 Pandemic | COVID-19 Pandemic The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, as the pandemic persists and/or if it worsens, our accounting estimates and assumptions could be impacted in subsequent periods, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in time deposits and highly liquid investments purchased with original maturities of three months or less. |
Restricted Cash | Restricted Cash Restricted cash mainly represents bank deposits judicially frozen by the court as a result of legal proceedings as of December 31, 2021 and 2020 (see Note 4). |
Short-term Investments | Short-term Investments Starting March 2020 and throughout the years ended December 31, 2020 and 2021, TDH Holdings invested in equity securities of certain publicly listed companies through various open market transactions. The investments in marketable securities are managed and operated by an asset management company. Pursuant to the asset management agreement, for the period from March 1, 2020 to December 31, 2021, the asset management company is entitled to 25% of total realized gain if certain condition is met. In addition, if the total accumulated realized gain as of December 31, 2021 and 2020 is in excess of 20% (“exceeding portion”), the asset management company is entitled to additional monetary reward in the amount of 70% of the exceeding portion of the total realized gain. TDH Holdings’ investments in marketable securities are accounted for pursuant to ASC 321 and reported at their readily determinable fair value as quoted by market exchanges in the consolidated balance sheets with change in fair value recognized in earnings. For the year ended December 31, 2021 and 2020, change in fair value, including unrealized gain of approximately $0.5 million and approximately $0.2 million, and net realized gain of approximately $0.54 million and approximately $1.9 million, which consists of gross realized gain of approximately $0.07 million and approximately $6.3 million net with investment management fee of approximately $0.47 million and approximately $4.4 million, respectively, was presented as “investment income, net” in the accompanying consolidated statement of operations and comprehensive loss. Also see Note 10. |
Business Combination | Business Combination In October 2021, the Company acquired 51% equity interests of Far Ling’s Inc. and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. (see Note 3). Business combination is accounted for under the purchase method of accounting. Under the purchase method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of acquisition with any excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired recorded as goodwill. Results of operations of the acquired business are included in the statement of operations from the date of acquisition. Non-controlling interest As of December 31, 2021, non-controlling interest represents 49% of the equity interest in Far Ling’s Inc. owned by minority shareholder, which is not under the Company’s control. There was no non-controlling interest balance as of December 31, 2020 because the Company disposed of its entire equity interest in Lingchong in July 2019 and in Yichong in September 2019 (see Note 1). |
Current Expected Credit Losses | Current Expected Credit Losses On January 1, 2020, the Company adopted FASB Accounting Standards Update (ASU) 2016-13 “ Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments Our expected loss allowance methodology is developed using an aging method and analyses of historical credit losses experience, current economic conditions, future market forecasts and any recoveries in assessing the lifetime expected credit losses. Additionally, external data and macroeconomic factors are also considered. |
Inventories | Inventories Inventories, consisting of raw materials, work in progress, and finished goods, are stated at the lower of cost or net realizable value, with cost computed on a weighted-average basis. The valuation of inventory requires us to estimate excess and slow-moving inventory. We evaluate the recoverability of our inventory based on assumption about expected demand, market conditions, forecasts prepared by its customers, sales contracts and orders in hand. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, are stated at cost less depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation of property, plant and equipment is calculated based on cost, less their estimated residual value, if any, using the straight-line method over their estimated useful lives. Estimated useful lives are as follows: Machinery equipment 5 - 20 years Computer software 10 years Electronic equipment 5 - 10 years Office equipment 5 - 10 years Motor vehicles 5 - 10 years Leasehold improvement Shorter of the lease term or estimated useful life Buildings 20 - 50 years |
Land Use Rights | Land Use Rights According to the law of PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government for a specified period of time. Land use rights are being amortized using the straight-line method over the periods the rights are granted. |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded impairment loss on long-lived assets other than goodwill of $217,257, $0 and $813,344 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s goodwill is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Given the Company’s net loss position, the Company recorded impairment of goodwill of $335,570, $0 and $0 for the years ended December 31, 2021, 2020 and 2019, respectively. |
Long-term Investments | Long-term Investments The Company’s long-term investments consist of equity investments without readily determinable fair value and equity method investment. In accordance with ASC 323, Investments-Equity Method and Joint Ventures The Company continually reviews its investment under equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors in its determination are the duration and severity of the decline in fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurements and Disclosures to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Company elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company makes assessment of whether an investment is impaired at each reporting date and recognizes an impairment loss equal to the difference between the carrying value and fair value in the consolidated statements of operations and comprehensive loss if there is any. The Company makes a qualitative assessment of whether the investments are impaired at each reporting date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The Company measures certain financial assets, including the investment under the measurement alternative method and equity method on other-than-temporary basis, intangible assets and fixed assets at fair value when an impairment charge is recognized. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, advances to suppliers, inventories, prepayments and other current assets, accounts payable, advances from customers, taxes payable, bank overdrafts, short-term loans and other current liabilities, the carrying amounts approximate their fair values due to the short maturities. The fair value of the Company’s investments in the equity securities of publicly listed companies are measured using quoted market prices. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation. Quoted (Level 1) Significant (Level 2) Significant (Level 3) Total Publicly listed equity securities As of December 31, 2021 $ 4,428,446 - - 4,428,446 As of December 31, 2020 $ 3,138,578 - - 3,138,578 |
Lease Commitments | Lease Commitments On January 1, 2019, the Company adopted ASU 2016-02, Leases The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. Payments made under operating leases are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease period. The Company does not have finance lease arrangements as of December 31, 2021 and 2020. See Note 16 for further discussion. |
Loss per Share | Loss per Share Basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding and dilutive potential common shares during the period. Potentially dilutive common shares consist of common shares warrants using the treasury stock method. Common equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. Given the Company’s net loss position, there were no diluted shares for the years ended December 31, 2021, 2020 and 2019. |
Revenue Recognition | Revenue Recognition Revenue is measured according to ASC Topic 606, Revenue from Contracts with Customers Revenue for sale of products is derived from contracts with customers, which primarily include the sale of pet food products. The Company recognizes revenue upon transfer of control of promised goods in a contract with a customer in an amount that reflects the consideration the Company expects to receive in exchange for those products. Transfer of control occurs once the customer has the contractual right to use the product, generally upon shipment or once delivery and risk of loss has transferred to the customer. In connection with the business acquisition as disclosed in Note 3, the Company started to generate revenue from restaurant business operation since late 2021. Revenue from providing dining services and sales of meals is recognized at point when services are rendered. The Company recognizes revenues in the form of restaurant sales at the time of the sale when payment is made by the customer, as the Company has completed its performance obligation, namely the provision of food and beverage, and the accompanying customer service, during the customer’s visit to the restaurant. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities, including value-added tax (“VAT”), business tax, applicable local government levies. At the time revenue is recognized, allowances are recorded, with the related reduction to revenue, for estimated sales returns based upon historical experience and related terms of customer arrangements. The allowance for sales returns recorded by the Company was $0, $0 million and $0.06 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company does not provide rebate, pricing protection or any other concessions to its customers. The Company elected to account for shipping and handling fees that occur after the customer has obtained control of goods, for instance, free onboard shipping point arrangements, as a fulfillment cost and accrues for such costs. Management has concluded that the disaggregation level is the same under both the revenue standard and the segment reporting standard. Revenue under the segment reporting standard is measured on the same basis as under the revenue standard. See Note 15 for information regarding revenue disaggregation by product lines, marketing channels and countries. Contract liabilities are recorded when consideration is received from a customer prior to transferring the control of goods to the customer or other conditions under the terms of a sales contract. As of December 31, 2021 and 2020, the Company recorded contract liabilities of $109,959 and $90,834, respectively, which were presented as advances from customers on the accompanying consolidated balance sheets. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $163,074, $56,983 and $158,274 of contract liabilities as revenue, respectively. |
Government Grants | Government Grants Government grants include cash subsidies as well as other subsidies received from the PRC government by the subsidiaries of the Company. Such subsidies are generally provided as incentives from the local government to encourage the expansion of local business. The government grant is recognized in the consolidated statements of operations and comprehensive loss when cash is received and the relevant performance criteria specified in the grant are met. |
Selling Expenses | Selling Expenses Selling expenses consist primarily of advertising, salaries and shipping and handling costs incurred during the selling activities. Advertising and transportation expenses are charged to expense as incurred. Shipping and handling expenses amounted to $4,864, $620 and $287,385 for the years ended December 31, 2021, 2020 and 2019, respectively. Advertising costs amounted to $22,019, $144 and $22,221 for the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provision of FASB ASC 740-10, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Comprehensive Loss | Comprehensive Loss ASC 220 “ Comprehensive Income |
Loss Contingencies | Loss Contingencies The Company records accruals for certain of its outstanding legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. When a loss contingency is not both probable and estimable, the Company does not record an accrued liability but discloses the nature and the amount of possible loss, if material, in the notes to the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. The Company makes adjustments to provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss, fine, penalty or business impact, if any. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, restricted cash, and accounts receivable arising from its normal business activities. The Company places its cash and cash equivalents in financial institutions in the U.S., the PRC, Hong Kong and New Zealand, which the management believes to be credit-worthy. The Company establishes an allowance for credit losses primarily based upon the age of receivables and factors surrounding the credit risk of specific customers. |
Related Parties Transactions | Related Parties Transactions A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature. |
Segment Reporting | Segment Reporting The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker has been identified as the chief executive officer of the Company who reviews financial information based on U.S. GAAP. The chief operating decision maker now reviews results analyzed by marketing channel. This analysis is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Company has determined that it has only two operating segments as of December 31, 2021 (see Note 15). |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, (Topic 848) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of exchange rates used to translate amounts in USD | Period Covered Balance Average Year ended December 31, 2021 6.3757 6.4515 Year ended December 31, 2020 6.5277 6.9001 Period Covered Balance Average Year ended December 31, 2021 0.8831 0.8448 Year ended December 31, 2020 0.8153 0.8772 Period Covered Balance Average Year ended December 31, 2021 115.0536 109.7430 Year ended December 31, 2020 103.1589 106.7408 |
Schedule of property and equipment estimated useful lives | Machinery equipment 5 - 20 years Computer software 10 years Electronic equipment 5 - 10 years Office equipment 5 - 10 years Motor vehicles 5 - 10 years Leasehold improvement Shorter of the lease term or estimated useful life Buildings 20 - 50 years |
Schedule of assets measured at fair value | Quoted (Level 1) Significant (Level 2) Significant (Level 3) Total Publicly listed equity securities As of December 31, 2021 $ 4,428,446 - - 4,428,446 As of December 31, 2020 $ 3,138,578 - - 3,138,578 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation to assets acquired and liabilities | As of Cash acquired $ 171,827 Accounts receivable, net 68,551 Inventories, net 30,306 Prepaid expenses 198,939 Other current assets 1,199 Property and equipment, net 1,179,190 Intangible assets 532,895 Goodwill 355,570 Customer deposit (3,209 ) Accrued rent (357,619 ) Accrued salary and other current liabilities (177,650 ) Noncontrolling interest (980,000 ) Total consideration $ 1,020,000 |
Schedule of revenue and net loss | From acquisition Net Revenue $ 606,463 Net loss $ (1,215,613 ) |
Schedule of company’s unaudited pro forma | For the years ended December 31, 2021 2020 2019 Pro forma revenue $ 3,078,584 $ 2,591,306 $ 15,243,812 Pro forma net loss $ (6,430,354 ) $ (1,257,197 ) $ (8,678,399 ) Pro forma net loss attributable to TDH Holdings Inc. $ (5,974,649 ) $ (1,069,758 ) $ (8,652,443 ) Pro forma loss per share- basic and diluted $ (0.10 ) $ (0.02 ) $ (0.41 ) Weighted average number of shares 59,185,891 45,849,995 21,022,598 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of restricted cash | December 31, December 31, Bank deposits judicially frozen by the court as a result of legal proceedings $ 1,483,653 $ 182,515 |
Accounts Receivable, Net and _2
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Accounts Receivable, Net and Accounts Receivable-Related Parties, Net [Abstract] | |
Schedule of accounts receivable, net and accounts receivable - related parties, net | December 31, December 31, Accounts receivable $ 58,733 $ 185,155 Less: Allowance for credit losses (19,221 ) (16,656 ) Accounts receivable, net $ 39,512 $ 168,499 Accounts receivable - related parties $ - $ - Less: Allowance for credit losses - - Accounts receivable - related parties, net $ - $ - |
Schedule of changes in allowance for credit loss consisted | For the Years Ended December 31, 2021 2020 2019 Balance, beginning of the year $ 16,656 $ 612,249 $ - Provision for credit losses 2,168 15,757 617,496 Write-off uncollectable accounts receivable - (612,249 ) - Translation adjustment 397 899 (5,247 ) Balance, end of the year $ 19,221 $ 16,656 $ 612,249 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Inventories [Abstract] | |
Schedule of inventories | December 31, December 31, Raw materials $ 178,482 $ 253,613 Work in process 8,665 23,758 Finished goods 83,173 14,523 Total 270,320 291,894 Inventory write-down (216,325 ) (42,241 ) Translation adjustments (2,572 ) (2,408 ) Inventories, net $ 51,423 $ 247,245 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, December 31, 2021 2020 Machinery equipment $ 1,979,130 $ 1,992,910 Electronic equipment 43,308 32,285 Office equipment 415,606 251,914 Vehicles 173,555 43,709 Buildings 2,253,772 6,312,545 Leasehold Improvement 1,589,512 328,431 Total property, plant and equipment 6,451,883 8,961,794 Less: accumulated depreciation (3,480,135 ) (2,324,799 ) Less: impairment loss (1,431,318 ) - Translation adjustments - - Property, plant and equipment, net $ 1,543,430 $ 6,636,995 |
Land Use Rights (Tables)
Land Use Rights (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Land Use Rights [Abstract] | |
Schedule of land use rights | December 31, December 31, Land use rights $ 773,383 $ 1,097,384 Accumulated amortization (120,258 ) (88,379 ) Land use rights, net $ 653,125 $ 1,009,005 |
Schedule of estimated future amortization expense for land use rights | Years ended December 31, Amortization expense 2022 $ 21,625 2023 21,625 2024 21,625 2025 21,625 2026 21,625 Thereafter 545,000 $ 653,125 |
Short-Term Loans (Tables)
Short-Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of short term loans | December 31, December 31, 2021 2020 Short-term loans $ 5,440,350 $ 8,391,323 Total $ 5,440,350 $ 8,391,323 December 31, December 31, 2021 2020 Secured $ 5,440,350 $ 8,354,557 Unsecured - 36,766 Total $ 5,440,350 $ 8,391,323 |
Schedule of corporate or personal guarantees loans | $ 572,976 Pledged by cash deposit of RMB300,000 (approximately $43,000) from Gaochuang, real property of Rongfeng Cui and Yanjuan Wang, former CEO of the Company and his wife, and land use right and real property of Qingdao Saike Environmental Technology Co., Ltd; Guaranteed by Rongfeng Cui, Yanjuan Wang and Gaochuang. $ 1,541,857 Pledged by real property of the Company and real property of Rongfeng Cui; Guaranteed by Rongfeng Cui and Yanjuan Wang $ 3,136,910 Guaranteed by Rongfeng Cui and Yanjuan Wang $ 188,607 Pledged by restricted cash of RMB300,000 (approximately $47,054), four patents and certain equipment of the Company; Guaranteed by Rongfeng Cui, Yanjuan Wang and Qingdao Saike Environmental Technology Co., Ltd. |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other current liabilities | As of December 31, 2021 2020 Accrued Liabilities $ 728,242 $ 786,880 Interest Payable 2,020,225 1,374,222 Interest Payable - Related Parties 47,441 58,824 Other Payables 997,232 3,662,238 Total $ 3,793,140 $ 5,882,164 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Name of Related Party Nature of Relationship at December 31, 2021 Dandan Liu Chairman of the Board, Shareholder, Chief Executive Officer (“CEO”) Rongfeng Cui Former Chairman of the Board and Former CEO. Rongfeng Cui ceased to be the CEO of the Company effective August 2, 2019. Rongbing Cui Former Chief Financial Officer (“CFO”), Rongfeng Cui’s brother Feng Zhang Chief Financial Officer (“CFO”) Yanjuan Wang Rongfeng Cui’s wife Yan Fu Former Sales Vice President Yuxiang Qi Dandan Liu’s mother Tide (Shanghai) Industrial Co. Ltd. (“Tide”) Owned by Rongfeng Cui and Yanjuan Wang Qingdao Like Pet Supplies Co., Ltd. (“Like”) Rongfeng Cui served as CEO, and Shuhua Cui, sister of Rongfeng Cui, served as the legal person. On May 26, 2016, both Rongfeng Cui and Shuhua Cui resigned from their positions, but still have significant influence on Like. Qingdao Saike Environmental Technology Co., Ltd. (“Saike”) Owned by Rongfeng Cui and Yanjuan Wang Huangdao Ding Ge Zhuang Kangkang Family Farm (“Kangkang Family Farm”) Controlled by Rongfeng Cui’s father TDH Group BVBA A Belgium company solely owned by Rongfeng Cui prior to November 30, 2018; a wholly owned subsidiary of the Company since November 30, 2018 TDH JAPAN A Japanese company solely owned by Rongfeng Cui prior to November 30, 2018; a wholly owned subsidiary of the Company since November 30, 2018. Dissolved in February 2021. Qingdao Yinhe Jiutian Information Technology Co., Ltd. (“Yinhe Jiutian”) Solely owned by Rongbing Cui Huangdao Hanyinhe Software Development Center Co., Ltd. (“Hanyinhe”) Solely owned by Xiaomei Wang Zhenyu Trading (Qingdao) Co., Ltd. (“Zhenyu”) Noncontrolling shareholder of Yichong prior to September 27, 2019; Sole shareholder of Yichong after September 27, 2019 Beijing Quanmin Chongai Information Technology Co., Ltd. (“Quanmin Chongai”) Rongbing Cui serves as supervisor of Quanmin Chongai LAI LINGS LENEXA Raymond Ng is the son of Richard Ng Products Inc. Owned by Richard Ng Bo Lings at Zona Rosa in the Northland Owned by Richard Ng Richard Ng Richard owns 49% control of Far Ling’s Inc. |
Schedule of due from related parties | December 31, December 31, 2021 2020 Tide $ - $ 46 Rongfeng Cui - 44,484 Less: Allowance for credit losses - (44,530 ) Due from related parties, net $ - $ - |
Schedule of due to related parties | December 31, December 31, 2021 2020 Rongbing Cui 10,979 10,724 Rongfeng Cui 216,529 31,297 Dandan Liu 75,992 - Feng Zhang 1,568 - Products Inc. 2,441 - Total $ 307,509 $ 42,021 |
Schedule of short term loans from related parties | December 31, December 31, 2021 2020 Rongfeng Cui $ 285,878 $ 782,773 Yuxiang Qi 269,218 172,471 Yan Fu - 30,639 Total $ 555,096 $ 985,883 |
Schedule of sales to related parties, purchases from related parties and services provided by related parties | For the Years Ended December 31, 2021 2020 2019 SALES TO: Like $ - $ - $ - Zhenyu - - 5,778 Quanmin Chongai - - 187,063 Liujiayi - - - TDH Group BVBA - - - Total Sales $ - $ - $ 192,841 |
Schedule of accounts payable to related parties | December 31, December 31, 2021 2020 Yinhe Jiutian $ 122,481 $ 119,629 Kangkang Family Farm 5,142 5,022 Zhenyu Trading 65 64 Total $ 127,668 $ 124,715 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | For the Years Ended December 31, 2021 2020 2019 Current $ - $ 146 $ - Deferred - (1,046 ) - Total $ - $ (900 ) $ - |
Schedule of reconciliations of the statutory income tax rate and the Company's effective income tax rate | For the Years Ended December 31, 2021 2020 2019 United states income tax rate 21.00 % - - HK statutory income tax rate 16.50 % 16.50 % 16.50 % PRC statutory income tax rate difference 8.50 % 8.50 % 8.50 % Effect of additional deduction on R&D expense and salary for disabled workers 0.00 % 0.00 % 0.08 % Effect of expenses not deductible for tax purposes -17.38 % -2.43 % -0.48 % Valuation allowance recognized with respect to the loss in subsidiaries -28.52 % -22.57 % -24.60 % Other -0.10 % -0.10 % 0.00 % Total 0.0 % -0.10 % - % |
Schedule of deferred tax assets and liabilities | As of December 31, 2021 2020 Deferred tax assets, non-current Net operating loss carrying forward $ 6,557,667 $ 4,878,672 Total deferred tax assets Valuation allowance (6,557,667 ) (4,878,672 ) Total deferred tax assets $ - $ - As of December 31, 2021 2020 Deferred tax liabilities, non-current Property, plant and equipment $ (1,132 ) $ - Total deferred tax liabilities $ (1,132 ) $ - |
Concentrations of Credit Risk_2
Concentrations of Credit Risk and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Concentrations of Credit Risk and Major Customers (Tables) [Line Items] | |
Schedule of customers and suppliers | For the Years Ended December 31, Customer 2021 2020 2019 Customer A * % * % 12.35 % Customer G * % * % 12.02 % Customer P * % 17.33 % * % |
Suppliers [Member] | |
Concentrations of Credit Risk and Major Customers (Tables) [Line Items] | |
Schedule of customers and suppliers | For the Years Ended December 31, Supplier 2021 2020 2019 Supplier A * % * % 14.16 % Supplier B * % * % 11.99 % Supplier C * % * % 12.76 % Supplier D * % 16.45 % * % Supplier E * % 10.16 % * % Supplier F * % 17.62 % * % Supplier G 35.57 % * % * % |
Segment and Revenue Analysis (T
Segment and Revenue Analysis (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of entity-wide disclosures relating to revenues | For the year ended December 31, 2021 Pet food sales Restaurant Total Revenue $ 485,426 $ 606,463 $ 1,091,889 Net loss $ (5,500,345 ) $ (1,215,613 ) $ (6,715,958 ) Depreciation and amortization $ 395,094 $ 13,646 $ 408,740 Capital expenditure $ - $ - $ - Total assets $ 26,969,867 $ 5,078,090 $ 32,047,957 For the year ended December 31, 2020 Pet food sales Restaurant Total Revenue $ 815,225 $ - $ 815,225 Net loss $ (874,668 ) $ - $ (874,668 ) Depreciation and amortization $ 391,351 $ - $ 391,351 Capital expenditure $ 47,086 $ - $ 47,086 Total assets $ 18,452,910 $ - $ 18,452,910 For the year ended December 31, 2019 Pet food sales Restaurant Total Revenue $ 12,648,255 $ - $ 12,648,255 Net loss $ (8,625,427 ) $ - $ (8,625,427 ) Depreciation and amortization $ 517,528 $ - $ 517,528 Capital expenditure $ 121,560 $ - $ 121,560 Total assets $ 15,087,210 $ - $ 15,087,210 |
Schedule of net revenues generated from different reportable segment | For the Years Ended December 31, 2021 2020 2019 Overseas sales $ 134,896 $ 226,385 $ 9,995,136 Domestic sales 319,061 574,921 2,711,445 Electronic commerce 34,590 16,708 83,779 Restaurant revenue 606,463 - - Less: Sale tax and addition (3,121 ) (2,789 ) (142,105 ) Total net revenue $ 1,091,889 $ 815,225 $ 12,648,255 For the Years Ended December 31, 2021 2020 2019 Pet chews $ 46,112 $ 59,096 $ 6,469,755 Dried pet snacks 293,325 317,392 4,617,742 Wet canned pet food 10,760 84,117 1,310,001 Dental health snacks 6,127 19,915 305,452 Baked pet biscuits - 3,132 87,410 Restaurant revenue 606,463 - - Others 132,223 334,362 - Less: Sales tax and addition (3,121 ) (2,789 ) (142,105 ) Total net revenue $ 1,091,889 $ 815,225 $ 12,648,255 For the Years Ended December 31, 2021 2020 2019 South Korea $ 37,320 $ 34,378 $ 1,335,791 China 353,651 713,257 2,662,247 United Kingdom - - 1,573,546 Germany - - 2,062,110 U.S. 606,463 - - Other countries 97,576 70,379 5,156,666 Less: Sales tax and addition (3,121 ) (2,789 ) (142,105 ) Total net revenue $ 1,091,889 $ 815,225 $ 12,648,255 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
Schedule of components of lease expense | For the Years Ended December 31, 2021 2020 2019 Operating lease cost $ 85,481 $ 50,244 $ 107,316 Short-term lease costs - - 22,001 Total lease cost $ 85,481 $ 50,244 $ 129,317 |
Schedule of supplemental cash flow information related to leases | For the Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 10,075 $ 9,420 $ 1,737 Weighted-average remaining lease term 14.2 years 5.97 years 7.60 years Weighted-average discount rate 3.75 % 5.39 % 5.39 % |
Schedule of supplemental balance sheet information related to leases | As of December 31, 2021 2020 Operating lease right-of-use assets $ 4,604,365 $ 19,103 Operating lease right-of-use assets, related parties - 270,852 Total lease right-of-use assets 4,604,365 289,955 Operating lease liabilities, current 268,403 9,913 Operating lease liabilities-related parties, current - 195,231 Operating lease liabilities-related party, non-current 4,846,760 274,794 Total operating lease liabilities $ 5,115,163 $ 479,938 |
Schedule of maturity of our operating lease liabilities | 2022 $ 452,469 2023 452,469 2024 452,469 2025 452,469 2026 455,385 Thereafter 4,341,279 Total 6,606,648 Less imputed interest (1,491,485 ) Total operating lease liabilities $ 5,115,163 |
Organization (Details)
Organization (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Jul. 19, 2016USD ($) | Jul. 19, 2016CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Jun. 04, 2021 | Aug. 24, 2020 | Nov. 29, 2017 | Nov. 14, 2017 | Sep. 09, 2016 | Feb. 21, 2016 | |
Organization (Details) [Line Items] | |||||||||||
Equity interest | 100.00% | ||||||||||
TDH Holdings, Inc [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 0.01% | 99.99% | 99.00% | ||||||||
TDH Petfood LLC [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 1.00% | ||||||||||
Consideration of business acquisition | $ 100 | ||||||||||
TDH HK [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 100.00% | ||||||||||
Tiandihui [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 100.00% | 100.00% | |||||||||
Consideration of business acquisition | $ 87,849 | ¥ 610,000 | |||||||||
Yichong (Qingdao) Technology Co., Ltd. [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 55.00% | ||||||||||
Qingdao Lingchong Information Technology Co., Ltd. [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 55.00% | ||||||||||
TDH Foods Limited [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 100.00% | ||||||||||
Far Ling’s Inc. [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 51.00% | ||||||||||
Bo Ling’s Chinese Restaurant, Inc. [Member] | |||||||||||
Organization (Details) [Line Items] | |||||||||||
Equity interest | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Incurred net loss | $ 6,720,000 | |||
Operating activities amount | 3,450,000 | |||
Net proceeds from issuance of common shares | $ 20,222,188 | $ 6,760,000 | ||
Realized gain percentage | 25.00% | |||
Excess of accumulated realized gain percentage | 20.00% | |||
Exceeding portion of total realized gain percentage | 70.00% | |||
Unrealized gain | $ 500,000 | 200,000 | ||
Net realized gain | 540,000 | 1,900,000 | ||
Gross realized gain | 70,000 | 6,300,000 | ||
Investment management fee | 470,000 | 4,400,000 | ||
Impairment loss on long-lived assets other | 217,257 | 0 | 813,344 | |
Impairment loss on goodwill | $ 0 | $ 0 | 335,570 | |
Non-controlling interest percentage | 100.00% | |||
Recent adoption of accounting pronouncement, description | On January 1, 2019, the Company adopted ASU 2016-02, Leases (together with all amendments subsequently issued thereto, “ASC Topic 842”), using the modified retrospective method. The Company elected the transition method which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, previously reported financial information has not been restated to reflect the application of the new standard to the comparative periods presented. The Company elected the package of practical expedients permitted under the transition guidance within ASC Topic 842, which among others, allows the Company to carry forward certain historical conclusions reached under ASC Topic 840 regarding lease identification, classification, and the accounting treatment of initial direct costs. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such leases on a straight-line basis over the lease term. In addition, the Company elected the land easement transition practical expedient and did not reassess whether an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease. | |||
Number of sources generated revenue | 2 | |||
Allowance for sales revenue | $ 0 | $ 0 | 60,000 | |
Contract liabilities | 109,959 | 90,834 | ||
Contract liabilities as revenue | 163,074 | 56,983 | 158,274 | |
Shipping and handling expenses | 4,864 | 620 | 287,385 | |
Advertising costs | $ 22,019 | $ 144 | $ 22,221 | |
Number of segments | 2 | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Non-controlling interest percentage | 20.00% | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Non-controlling interest percentage | 50.00% | |||
Far Ling’s Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Non-controlling interest percentage | 49.00% | |||
Business Combination [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Business combination equity interests acquired percentage | 51.00% | |||
Bo Ling’s Chinese Restaurant, Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Business combination equity interests acquired percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates used to translate amounts in USD | Dec. 31, 2021 | Dec. 31, 2020 |
RMB into U.S. Dollars [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates used to translate amounts in USD [Line Items] | ||
Balance Sheet Date Rates | 6.3757 | 6.5277 |
Average Rates | 6.4515 | 6.9001 |
Euro into U.S. Dollars [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates used to translate amounts in USD [Line Items] | ||
Balance Sheet Date Rates | 0.8831 | 0.8153 |
Average Rates | 0.8448 | 0.8772 |
Yen into U.S. Dollars [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates used to translate amounts in USD [Line Items] | ||
Balance Sheet Date Rates | 115.0536 | 103.1589 |
Average Rates | 109.743 | 106.7408 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives | 12 Months Ended |
Dec. 31, 2021 | |
Machinery equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 5 years |
Machinery equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 20 years |
Computer software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 10 years |
Electronic equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 5 years |
Electronic equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 10 years |
Office equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 5 years |
Office equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 10 years |
Motor vehicles [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 5 years |
Motor vehicles [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 10 years |
Leasehold improvement [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Leasehold improvement, description | Shorter of the lease term or estimated useful life |
Buildings [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 20 years |
Buildings [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Estimated useful lives | 50 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of assets measured at fair value - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Publicly listed equity securities | ||
Publicly listed equity securities | $ 4,428,446 | $ 3,138,578 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Publicly listed equity securities | ||
Publicly listed equity securities | 4,428,446 | 3,138,578 |
Significant Other Observation Inputs (Level 2) [Member] | ||
Publicly listed equity securities | ||
Publicly listed equity securities | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Publicly listed equity securities | ||
Publicly listed equity securities |
Business Combination (Details)
Business Combination (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Dec. 31, 2021 | |
Business Combination (Details) [Line Items] | ||
Non-controlling interest | 49.00% | |
Intangible assets (in Dollars) | $ 532,895 | |
Far Ling’s Inc. [Member] | ||
Business Combination (Details) [Line Items] | ||
Company equity interest | 51.00% | |
Bo Ling’s Chinese Restaurant, Inc [Member] | ||
Business Combination (Details) [Line Items] | ||
Company equity interest | 100.00% | |
Far Ling’s Inc. [Member] | ||
Business Combination (Details) [Line Items] | ||
Equity interest | 51.00% | |
Total cash consideration (in Dollars) | $ 850,000 | |
Bo Ling’s Chinese Restaurant, Inc [Member] | ||
Business Combination (Details) [Line Items] | ||
Equity interest | 100.00% | |
Total cash consideration (in Dollars) | $ 170,000 |
Business Combination (Details)
Business Combination (Details) - Schedule of purchase price allocation to assets acquired and liabilities | 1 Months Ended |
Oct. 31, 2021USD ($) | |
Schedule of purchase price allocation to assets acquired and liabilities [Abstract] | |
Cash acquired | $ 171,827 |
Accounts receivable, net | 68,551 |
Inventories, net | 30,306 |
Prepaid expenses | 198,939 |
Other current assets | 1,199 |
Property and equipment, net | 1,179,190 |
Intangible assets | 532,895 |
Goodwill | 355,570 |
Customer deposit | (3,209) |
Accrued rent | (357,619) |
Accrued salary and other current liabilities | (177,650) |
Noncontrolling interest | (980,000) |
Total consideration | $ 1,020,000 |
Business Combination (Details_2
Business Combination (Details) - Schedule of revenue and net loss | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of revenue and net loss [Abstract] | |
Net Revenue | $ 606,463 |
Net loss | $ (1,215,613) |
Business Combination (Details_3
Business Combination (Details) - Schedule of company's unaudited pro forma - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of company's unaudited pro forma [Abstract] | |||
Pro forma revenue | $ 3,078,584 | $ 2,591,306 | $ 15,243,812 |
Pro forma net loss | (6,430,354) | (1,257,197) | (8,678,399) |
Pro forma net loss attributable to TDH Holdings Inc. | $ (5,974,649) | $ (1,069,758) | $ (8,652,443) |
Pro forma loss per share- basic and diluted (in Dollars per share) | $ (0.1) | $ (0.02) | $ (0.41) |
Weighted average number of shares (in Shares) | 59,185,891 | 45,849,995 | 21,022,598 |
Restricted Cash (Details) - Sch
Restricted Cash (Details) - Schedule of restricted cash - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of restricted cash [Abstract] | ||
Bank deposits judicially frozen by the court as a result of legal proceedings | $ 1,483,653 | $ 182,515 |
Accounts Receivable, Net and _3
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net (Details) - Schedule of accounts receivable, net and accounts receivable - related parties, net - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 58,733 | $ 185,155 |
Less: Allowance for credit losses | (19,221) | (16,656) |
Accounts receivable, net | 39,512 | 168,499 |
Accounts Receivable - Related Parties [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | ||
Less: Allowance for credit losses | ||
Accounts receivable, net |
Accounts Receivable, Net and _4
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net (Details) - Schedule of changes in allowance for credit loss consisted - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in allowance for credit loss consisted [Abstract] | |||
Balance, beginning of the year | $ 16,656 | $ 612,249 | |
Provision for credit losses | 2,168 | 15,757 | 617,496 |
Write-off uncollectable accounts receivable | (612,249) | ||
Translation adjustment | 397 | 899 | (5,247) |
Balance, end of the year | $ 19,221 | $ 16,656 | $ 612,249 |
Inventories (Details)
Inventories (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Write-down of potentially obsolete or slow-moving inventories | $ 216,325 | $ 42,241 | $ 518,119 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Raw materials | $ 178,482 | $ 253,613 |
Work in process | 8,665 | 23,758 |
Finished goods | 83,173 | 14,523 |
Total | 270,320 | 291,894 |
Inventory write-down | (216,325) | (42,241) |
Translation adjustments | (2,572) | (2,408) |
Inventories, net | $ 51,423 | $ 247,245 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 374,455 | $ 363,098 | $ 543,311 |
Property, plant and equipment with net book value | 55.25 | 6,174,867 | |
Buildings with net book value | $ 552,529 | $ 5,890,975 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 6,451,883 | $ 8,961,794 |
Less: accumulated depreciation | (3,480,135) | (2,324,799) |
Less: impairment loss | (1,431,318) | |
Translation adjustments | ||
Property, plant and equipment, net | 1,543,430 | 6,636,995 |
Machinery equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,979,130 | 1,992,910 |
Electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 43,308 | 32,285 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 415,606 | 251,914 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 173,555 | 43,709 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,253,772 | 6,312,545 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,589,512 | $ 328,431 |
Land Use Rights (Details)
Land Use Rights (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 34,507 | $ 28,253 | $ 28,217 |
Land use right with net book value | $ 104,298 | $ 829,887 |
Land Use Rights (Details) - Sch
Land Use Rights (Details) - Schedule of land use rights - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of land use rights [Abstract] | ||
Land use rights | $ 773,383 | $ 1,097,384 |
Accumulated amortization | (120,258) | (88,379) |
Land use rights, net | $ 653,125 | $ 1,009,005 |
Land Use Rights (Details) - S_2
Land Use Rights (Details) - Schedule of estimated future amortization expense for land use rights | Dec. 31, 2021USD ($) |
Schedule of estimated future amortization expense for land use rights [Abstract] | |
2022 | $ 21,625 |
2023 | 21,625 |
2024 | 21,625 |
2025 | 21,625 |
2026 | 21,625 |
Thereafter | 545,000 |
Total | $ 653,125 |
Short-Term Loans (Details)
Short-Term Loans (Details) | Dec. 20, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 13, 2021USD ($) | Mar. 13, 2021CNY (¥) | Dec. 31, 2019USD ($) | Dec. 20, 2018CNY (¥) |
Short-Term Loans (Details) [Line Items] | |||||||
Repayment amount | $ 3,200,000 | ||||||
Total outstanding short-term loan balance | $ 8,400,000 | $ 5,400,000 | |||||
Due | 84 months | ||||||
CCB [Member] | |||||||
Short-Term Loans (Details) [Line Items] | |||||||
Annual interest rate | 5.39% | 5.39% | |||||
Short-term bank loans borrowed | $ 3,119,000 | ¥ 21,450,000 | |||||
Repay loan principal and accrued interest | $ 3,192,827 | ¥ 21,140,000 | |||||
Loans agreements [Member] | |||||||
Short-Term Loans (Details) [Line Items] | |||||||
Short term loans | $ 107,829 | $ 1,046,275 | |||||
Loans agreements [Member] | Minimum [Member] | |||||||
Short-Term Loans (Details) [Line Items] | |||||||
Annual interest rate | 4.15% | 2.46% | |||||
Loans agreements [Member] | Maximum [Member] | |||||||
Short-Term Loans (Details) [Line Items] | |||||||
Annual interest rate | 24.00% | 25.00% | |||||
Qingdao Tiandihui Foodstuffs Co., Ltd. [Member] | |||||||
Short-Term Loans (Details) [Line Items] | |||||||
Land and factory buildings on the land owned | $ 5,098,461 | ||||||
Qingdao Tiandihui Foodstuffs Co., Ltd. [Member] | |||||||
Short-Term Loans (Details) [Line Items] | |||||||
Land and factory buildings on the land owned | ¥ | ¥ 33,140,000 |
Short-Term Loans (Details) - S
Short-Term Loans (Details) - Schedule of short term loans - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of short term loans [Abstract] | ||
Short-term loans | $ 5,440,350 | $ 8,391,323 |
Total | 5,440,350 | 8,391,323 |
Secured | 5,440,350 | 8,354,557 |
Unsecured | 36,766 | |
Total | $ 5,440,350 | $ 8,391,323 |
Short-Term Loans (Details) -_2
Short-Term Loans (Details) - Schedule of corporate or personal guarantees loans | Dec. 31, 2021USD ($) |
Pledged by cash deposit of RMB300,000 (approximately $43,000) from Gaochuang, real property of Rongfeng Cui and Yanjuan Wang, former CEO of the Company and his wife, and land use right and real property of Qingdao Saike Environmental Technology Co., Ltd; Guaranteed by Rongfeng Cui, Yanjuan Wang and Gaochuang.[Member] | |
Short-Term Loans (Details) - Schedule of corporate or personal guarantees loans [Line Items] | |
Corporate or personal guarantees provided for loans | $ 572,976 |
Pledged by real property of the Company and real property of Rongfeng Cui; Guaranteed by Rongfeng Cui and Yanjuan Wang [Member] | |
Short-Term Loans (Details) - Schedule of corporate or personal guarantees loans [Line Items] | |
Corporate or personal guarantees provided for loans | 1,541,857 |
Guaranteed by Rongfeng Cui and Yanjuan Wang [Member] | |
Short-Term Loans (Details) - Schedule of corporate or personal guarantees loans [Line Items] | |
Corporate or personal guarantees provided for loans | 3,136,910 |
Pledged by restricted cash of RMB300,000 (approximately $47,054), four patents and certain equipment of the Company; Guaranteed by Rongfeng Cui, Yanjuan Wang and Qingdao Saike Environmental Technology Co., Ltd. [Member] | |
Short-Term Loans (Details) - Schedule of corporate or personal guarantees loans [Line Items] | |
Corporate or personal guarantees provided for loans | $ 188,607 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of other current liabilities [Abstract] | ||
Accrued Liabilities | $ 728,242 | $ 786,880 |
Interest Payable | 2,020,225 | 1,374,222 |
Interest Payable - Related Parties | 47,441 | 58,824 |
Other Payables | 997,232 | 3,662,238 |
Total | $ 3,793,140 | $ 5,882,164 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Details) [Line Items] | ||||||
TDH group BVBA borrowed non-interest bearing,description | TDH Group BVBA borrowed non-interest bearing, unsecured long-term loans from Rongfeng Cui in the aggregate amount of €250,000 (approximately $288,000), of which €60,000 (approximately $69,000), €60,000 (approximately $69,000), €60,000 (approximately $69,000), €60,000 (approximately $69,000), €10,000 (approximately $11,500) and $0 is due in the years ended December 31, 2019, 2020, 2021, 2022, 2023 and thereafter, respectively. The Company did not make any repayment to Rongfeng Cui during the years ended December 31, 2020 and 2021 nor subsequently, such default may lead to callable of the loan at any time by Rongfeng Cui. As a result, the corresponding loan was classified as current liability and included in short-term loans – related parties as of December 31, 2021 and 2020. The Company is aware of the possible penalty and/or other consequence due to the default, however, no reasonable estimate can be made at this time. | |||||
Interest outstanding. | $ 75,992 | |||||
Percentage of annual interest rate | 24.00% | |||||
Interest expenses for loans from related parties | $ 29,581 | $ 43,835 | $ 632,251 | |||
Related Party Transaction [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Unsecured short term loans from related parties | 0 | 49,350 | ||||
Repaid loans to related party | $ 0 | 0 | ||||
Related Party Transaction [Member] | Minimum [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Interest rate for loans outstanding | 0.00% | |||||
Related Party Transaction [Member] | Maximum [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Interest rate for loans outstanding | 25.00% | |||||
Dandan Liu [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Loan agreement, description | the Company entered into a loan agreement with Dandan Liu. In May 2018, the agreement was amended to, among others, reclassify unpaid interest payable to the principal of the loan, resulting in an increase of principal from RMB3,000,000 (approximately $466,000) to RMB3,030,000 (approximately $471,000) and increase the interest rate from 3% to 15%. Interest rate will be 24% for the period past due. In March 2019, the agreement was further amended to, among others, reclassify unpaid interest payable to the principal of the loan, resulting in an increase of principal to RMB3,484,500 (approximately $539,000) and extend the maturity date from January 2019 to May 2019. | |||||
Yuxiang Qi [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Loan agreement, description | the Company entered into a loan agreement with Yuxiang Qi. Interest rate was 15% during the loan period and 24% for the period past due. In March 2019, the agreement was amended to, among others, reclassify unpaid interest payable to the principal of the loan, resulting in an increase of principal from RMB3,000,000 (approximately $462,000) to RMB3,405,000 (approximately $522,000) and extend the maturity date from December 2018 to May 2019. | |||||
Sales [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Cost of revenue | $ 0 | $ 0 | $ 178,636 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related parties | 12 Months Ended |
Dec. 31, 2021 | |
Dandan Liu [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Chairman of the Board, Shareholder, Chief Executive Officer (“CEO”) |
Rongfeng Cui [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Former Chairman of the Board and Former CEO. Rongfeng Cui ceased to be the CEO of the Company effective August 2, 2019. |
Rongbing Cui [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Former Chief Financial Officer (“CFO”), Rongfeng Cui’s brother |
Feng Zhang [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Chief Financial Officer (“CFO”) |
Yanjuan Wang [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Rongfeng Cui’s wife |
Yan Fu [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Former Sales Vice President |
Yuxiang Qi [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Dandan Liu’s mother |
Tide (Shanghai) Industrial Co. Ltd. ("Tide") [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Owned by Rongfeng Cui and Yanjuan Wang |
Qingdao Like Pet Supplies Co., Ltd. ("Like") [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Rongfeng Cui served as CEO, and Shuhua Cui, sister of Rongfeng Cui, served as the legal person. On May 26, 2016, both Rongfeng Cui and Shuhua Cui resigned from their positions, but still have significant influence on Like. |
Qingdao Saike Environmental Technology Co., Ltd. ("Saike") [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Owned by Rongfeng Cui and Yanjuan Wang |
Huangdao Ding Ge Zhuang Kangkang Family Farm ("Kangkang Family Farm") [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Controlled by Rongfeng Cui’s father |
TDH Group BVBA [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | A Belgium company solely owned by Rongfeng Cui prior to November 30, 2018; a wholly owned subsidiary of the Company since November 30, 2018 |
TDH JAPAN [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | A Japanese company solely owned by Rongfeng Cui prior to November 30, 2018; a wholly owned subsidiary of the Company since November 30, 2018. Dissolved in February 2021. |
Qingdao Yinhe Jiutian Information Technology Co., Ltd. (“Yinhe Jiutian”) [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Solely owned by Rongbing Cui |
Huangdao Hanyinhe Software Development Center Co., Ltd. (“Hanyinhe”) [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Solely owned by Xiaomei Wang |
Zhenyu Trading (Qingdao) Co., Ltd. (“Zhenyu”) [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Noncontrolling shareholder of Yichong prior to September 27, 2019; Sole shareholder of Yichong after September 27, 2019 |
Beijing Quanmin Chongai Information Technology Co., Ltd. (“Quanmin Chongai”) [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Rongbing Cui serves as supervisor of Quanmin Chongai |
LAI LINGS LENEXA [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Raymond Ng is the son of Richard Ng |
Products Inc. [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Owned by Richard Ng |
Bo Lings at Zona Rosa in the Northland [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Owned by Richard Ng |
Richard Ng [Member] | |
Related Party Transaction [Line Items] | |
Nature of Relationship | Richard owns 49% control of Far Ling’s Inc. |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of due from related parties - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||
Due from related parties, net | ||
Less: Allowance for credit losses | (44,530) | |
Tide [Member] | ||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||
Due from related parties, net | 46 | |
Rongfeng Cui [Member] | ||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||
Due from related parties, net | $ 44,484 |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of due to related parties - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | $ 307,509 | $ 42,021 |
Rongbing Cui [Member] | ||
Related Party Transactions (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 10,979 | 10,724 |
Rongfeng Cui [Member] | ||
Related Party Transactions (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 216,529 | $ 31,297 |
Dandan Liu [Member] | ||
Related Party Transactions (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 75,992 | |
Feng Zhang [Member] | ||
Related Party Transactions (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | 1,568 | |
Products Inc. [Member] | ||
Related Party Transactions (Details) - Schedule of due to related parties [Line Items] | ||
Due to related parties | $ 2,441 |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of short term loans from related parties - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) - Schedule of short term loans from related parties [Line Items] | ||
Short-term loans from related parties | $ 555,096 | $ 985,883 |
Rongfeng Cui [Member] | ||
Related Party Transactions (Details) - Schedule of short term loans from related parties [Line Items] | ||
Short-term loans from related parties | 285,878 | 782,773 |
Yuxiang Qi [Member] | ||
Related Party Transactions (Details) - Schedule of short term loans from related parties [Line Items] | ||
Short-term loans from related parties | 269,218 | 172,471 |
Yan Fu [Member] | ||
Related Party Transactions (Details) - Schedule of short term loans from related parties [Line Items] | ||
Short-term loans from related parties | $ 30,639 |
Related Party Transactions (D_6
Related Party Transactions (Details) - Schedule of sales to related parties, purchases from related parties and services provided by related parties - Sales [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SALES TO: | |||
Total Sales | $ 192,841 | ||
Like [Member] | |||
SALES TO: | |||
Total Sales | |||
Zhenyu [Member] | |||
SALES TO: | |||
Total Sales | 5,778 | ||
Quanmin Chongai [Member] | |||
SALES TO: | |||
Total Sales | 187,063 | ||
Liujiayi [Member] | |||
SALES TO: | |||
Total Sales | |||
TDH Group BVBA [Member] | |||
SALES TO: | |||
Total Sales |
Related Party Transactions (D_7
Related Party Transactions (Details) - Schedule of accounts payable to related parties - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) - Schedule of accounts payable to related parties [Line Items] | ||
Accounts payable to related parties | $ 127,668 | $ 124,715 |
Yinhe Jiutian [Member] | ||
Related Party Transactions (Details) - Schedule of accounts payable to related parties [Line Items] | ||
Accounts payable to related parties | 122,481 | 119,629 |
Kangkang Family Farm [Member] | ||
Related Party Transactions (Details) - Schedule of accounts payable to related parties [Line Items] | ||
Accounts payable to related parties | 5,142 | 5,022 |
Zhenyu Trading [Member] | ||
Related Party Transactions (Details) - Schedule of accounts payable to related parties [Line Items] | ||
Accounts payable to related parties | $ 65 | $ 64 |
Income Taxes (Details)
Income Taxes (Details) | Dec. 02, 2016 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes (Details) [Line Items] | |||||
Federal income tax at a statutory rate | 8.50% | 8.50% | 8.50% | ||
Enterprise income tax rate, percentage | 25.00% | ||||
Preferential tax rate, percentage | 15.00% | ||||
Uniform tax rate, percentage | 25.00% | ||||
Hong Kong [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
TDH Percentage | 16.50% | ||||
United State [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Federal income tax at a statutory rate | 21.00% | ||||
Far Ling’s Inc. [Member] | United State [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Percentage of equity interests | 51.00% | ||||
Bo Ling’s Chinese Restaurant, Inc. [Member] | United State [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Percentage of equity interests | 100.00% | ||||
TDH JAPAN [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
TDH Percentage | 21.421% | ||||
TDH Group BVBA [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
TDH Percentage | 29.58% | ||||
Tiandihui [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Preferential tax rate percentage, description | Tiandihui was granted the HNTE designation jointly by Qingdao science and Technology Bureau, Qingdao Municipal Finance Bureau, Qingdao Municipal State Taxation Bureau, Qingdao Local Taxation Bureau, and is qualified for a preferential tax rate of 15% for the year ended December 31, 2018. Tiandihui is subject to the 25% EIT rate for the years ended December 31, 2021 and 2020. | ||||
TDH Income [Member] | United State [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Federal income tax at a statutory rate | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of provision for income taxes [Abstract] | |||
Current | $ 146 | ||
Deferred | (1,046) | ||
Total | $ (900) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliations of the statutory income tax rate and the company's effective income tax rate | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliations of the statutory income tax rate and the company's effective income tax rate [Abstract] | |||
United states income tax rate | 21.00% | ||
HK statutory income tax rate | 16.50% | 16.50% | 16.50% |
PRC statutory income tax rate difference | 8.50% | 8.50% | 8.50% |
Effect of additional deduction on R&D expense and salary for disabled workers | 0.00% | 0.00% | 0.08% |
Effect of expenses not deductible for tax purposes | (17.38%) | (2.43%) | (0.48%) |
Valuation allowance recognized with respect to the loss in subsidiaries | (28.52%) | (22.57%) | (24.60%) |
Other | (0.10%) | (0.10%) | 0.00% |
Total | 0.00% | (0.10%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets, non-current | ||
Net operating loss carrying forward | $ 6,557,667 | $ 4,878,672 |
Total deferred tax assets | ||
Valuation allowance | (6,557,667) | (4,878,672) |
Total deferred tax assets | ||
Deferred tax liabilities, non-current | ||
Property, plant and equipment | (1,132) | |
Total deferred tax liabilities | $ (1,132) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Nov. 03, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 02, 2020 | Aug. 31, 2019 | Jan. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 |
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of common shares, shares | 15,000,000 | 10,000,000 | ||||||||
Owners to acquire equity interest | 100.00% | |||||||||
Shares issued, price share (in Dollars per share) | $ 0.64 | $ 0.89 | ||||||||
Issuance of cash proceeds amount (in Dollars) | $ 2,730,000 | $ 2,730,000 | $ 20,222,188 | |||||||
Stock issued sale of shares | 9,100,000 | 9,100,000 | ||||||||
Common shares price (in Dollars per share) | $ 0.3 | |||||||||
Net proceeds (in Dollars) | $ 8,900,000 | $ 8,200,000 | ||||||||
Common shares to investors | 15,000,000 | 10,000,000 | ||||||||
Warrants exercisable | 30,000,000 | 20,000,000 | ||||||||
Warrant price (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||||
Warrants exercise price (in Dollars per share) | $ 1.47 | $ 2.06 | ||||||||
Closing price of common shares (in Dollars) | $ 6 | |||||||||
Common shares exercisability | 9.99% | |||||||||
Warrants issued | 50,000,000 | |||||||||
Warrant outstanding | 24,423,626 | |||||||||
Additional warrants | 21,886,536 | |||||||||
Statutory reserve amount (in Dollars) | $ 160,014 | $ 160,014 | ||||||||
Description of equity interest | In accordance with the relevant laws and regulations of the PRC, the Company’s PRC subsidiaries are required to set aside at least 10% of their respective after-tax net profits each year determined in accordance with PRC GAAP and if any, to fund the statutory reserve until the balance of the reserve reaches 50% of their respective registered capital. The statutory reserve is not distributable in the form of cash dividends and can be used to make up cumulative prior year losses. | |||||||||
Total restricted net assets (in Dollars) | $ 12,666,369 | $ 11,654,519 | ||||||||
TDH Group BVBA [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of common shares, shares | 156,130 | |||||||||
Owners to acquire equity interest | 100.00% | |||||||||
Tdh Japan [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of common shares, shares | 936,782 | |||||||||
Zuhua Zou [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of common shares, shares | 2,000,000 | |||||||||
Shares issued, price share (in Dollars per share) | $ 0.5 | |||||||||
Issuance of cash proceeds amount (in Dollars) | $ 1,000,000 | |||||||||
Jishan Sun, Zou Ventures LLC [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of common shares, shares | 8,300,000 | |||||||||
Shares issued, price share (in Dollars per share) | $ 0.3 | |||||||||
Stock issued sale of shares | 33,333,333 | |||||||||
Aggregate purchase price (in Dollars) | $ 10,000,000 | |||||||||
Zhonghua Liu [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of cash proceeds amount (in Dollars) | $ 2,490,000 | |||||||||
Dandan Liu [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of common shares, shares | 25,033,333 | |||||||||
Issuance of cash proceeds amount (in Dollars) | $ 3,270,000 | |||||||||
Remaining subscription receivable (in Dollars) | $ 4,240,000 |
Concentrations of Credit Risk_3
Concentrations of Credit Risk and Major Customers (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Customers accounting, percentage | 10.00% | 10.00% | 10.00% |
Customer less than, percentage | 10.00% | ||
Suppliers accounting, percentage | 10.00% | 10.00% | 10.00% |
Supplier less than, percentage | 10.00% | ||
Supplier B [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total accounts payable. | 12.69% | 11.84% | |
CustomerQ [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total current outstanding accounts receivable | 28.00% | ||
CustomerR [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total current outstanding accounts receivable | 35.00% | ||
Customer S [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total current outstanding accounts receivable | 36.00% | ||
Customer L [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total current outstanding accounts receivable | 45.09% | ||
Customer M [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total current outstanding accounts receivable | 24.89% | ||
Customer N [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total current outstanding accounts receivable | 19.82% | ||
Customer O [Member] | |||
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |||
Percentage of total current outstanding accounts receivable | 11.72% |
Concentrations of Credit Risk_4
Concentrations of Credit Risk and Major Customers (Details) - Schedule of customers and suppliers | 12 Months Ended | |||||
Dec. 31, 2021 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | |||
Customer A [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | 12.35% | ||||
Customer G [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | 12.02% | ||||
Customer P [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 17.33% | [1] | ||||
[1] | Less than 10% |
Concentrations of Credit Risk_5
Concentrations of Credit Risk and Major Customers (Details) - Schedule of customers and suppliers | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Supplier A [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | [1] | 14.16% | |||
Supplier B [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | [1] | 11.99% | |||
Supplier C [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | [1] | 12.76% | |||
Supplier D [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | 16.45% | [1] | |||
Supplier E [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | 10.16% | [1] | |||
Supplier F [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | [1] | 17.62% | [1] | |||
Supplier G [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 35.57% | [1] | [1] | |||
[1] | Less than 10% |
Segment and Revenue Analysis (D
Segment and Revenue Analysis (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Percentage of total revenue | 10.00% |
Segment and Revenue Analysis _2
Segment and Revenue Analysis (Details) - Schedule of entity-wide disclosures relating to revenues - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from External Customer [Line Items] | |||
Revenue | $ 1,091,889 | $ 815,225 | $ 12,648,255 |
Net loss | (6,715,958) | (874,668) | (8,625,427) |
Depreciation and amortization | 408,740 | 391,351 | 517,528 |
Capital expenditure | 47,086 | 121,560 | |
Total assets | 32,047,957 | 18,452,910 | 15,087,210 |
Pet food sales [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 485,426 | 815,225 | 12,648,255 |
Net loss | (5,500,345) | (874,668) | (8,625,427) |
Depreciation and amortization | 395,094 | 391,351 | 517,528 |
Capital expenditure | 47,086 | 121,560 | |
Total assets | 26,969,867 | 18,452,910 | 15,087,210 |
Restaurant business [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 606,463 | ||
Net loss | (1,215,613) | ||
Depreciation and amortization | 13,646 | ||
Capital expenditure | |||
Total assets | $ 5,078,090 |
Segment and Revenue Analysis _3
Segment and Revenue Analysis (Details) - Schedule of net revenues generated from different reportable segment - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Marketing channels [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | $ 1,091,889 | $ 815,225 | $ 12,648,255 |
Less: Sale tax and addition | (3,121) | (2,789) | (142,105) |
Marketing channels [Member] | Overseas sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 134,896 | 226,385 | 9,995,136 |
Marketing channels [Member] | Domestic sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 319,061 | 574,921 | 2,711,445 |
Marketing channels [Member] | Electronic commerce [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 34,590 | 16,708 | 83,779 |
Marketing channels [Member] | Restaurant revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 606,463 | ||
Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 1,091,889 | 815,225 | 12,648,255 |
Less: Sale tax and addition | (3,121) | (2,789) | (142,105) |
Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 1,091,889 | 815,225 | 12,648,255 |
Less: Sale tax and addition | (3,121) | (2,789) | (142,105) |
South Korea [Member] | Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 37,320 | 34,378 | 1,335,791 |
China [Member] | Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 353,651 | 713,257 | 2,662,247 |
United Kingdom [Member] | Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 1,573,546 | ||
Germany [Member] | Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 2,062,110 | ||
U.S. [Member] | Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 606,463 | ||
Other countries [Member] | Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 97,576 | 70,379 | 5,156,666 |
Pet chews [Member] | Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 46,112 | 59,096 | 6,469,755 |
Dried pet snacks [Member] | Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 293,325 | 317,392 | 4,617,742 |
Wet canned pet food [Member] | Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 10,760 | 84,117 | 1,310,001 |
Dental health snacks [Member] | Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 6,127 | 19,915 | 305,452 |
Baked pet biscuits [Member] | Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 3,132 | 87,410 | |
Restaurant revenue [Member] | Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 606,463 | ||
Others [Member] | Product lines [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | $ 132,223 | $ 334,362 |
Operating Leases (Details)
Operating Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
Lease term, description | The remaining lease term of the Company’s leases ranges from approximately 1 to 14 years. |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of components of lease expense - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of components of lease expense [Abstract] | |||
Operating lease cost | $ 85,481 | $ 50,244 | $ 107,316 |
Short-term lease costs | 22,001 | ||
Total lease cost | $ 85,481 | $ 50,244 | $ 129,317 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of supplemental cash flow information related to leases - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flow from operating leases | $ 10,075 | $ 9,420 | $ 1,737 |
Weighted-average remaining lease term | 14 years 2 months 12 days | 5 years 11 months 19 days | 7 years 7 months 6 days |
Weighted-average discount rate | 3.75% | 5.39% | 5.39% |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of supplemental balance sheet information related to leases [Abstract] | ||
Operating lease right-of-use assets | $ 4,604,365 | $ 19,103 |
Operating lease right-of-use assets, related parties | 270,852 | |
Total lease right-of-use assets | 4,604,365 | 289,955 |
Operating lease liabilities, current | 268,403 | 9,913 |
Operating lease liabilities-related parties, current | 195,231 | |
Operating lease liabilities-related party, non-current | 4,846,760 | 274,794 |
Total operating lease liabilities | $ 5,115,163 | $ 479,938 |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of maturity of our operating lease liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of maturity of our operating lease liabilities [Abstract] | |
2022 | $ 452,469 |
2023 | 452,469 |
2024 | 452,469 |
2025 | 452,469 |
2026 | 455,385 |
Thereafter | 4,341,279 |
Total | 6,606,648 |
Less imputed interest | (1,491,485) |
Total operating lease liabilities | $ 5,115,163 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||||||
Dec. 31, 2021USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021CNY (¥) | Mar. 13, 2021USD ($) | Mar. 13, 2021CNY (¥) | |
Commitments and Contingencies (Details) [Line Items] | |||||||
Property, plant and equipment with net book value | $ 239,670 | $ 283,892 | |||||
Contingent liabilities | $ 400,000 | ||||||
Recognized contingent losses | $ 400,000 | ||||||
Wages and servance payables | 100,000 | ||||||
Recognized losses | $ 100,000 | ||||||
Substantially settle the labor arbitration cases (in Yuan Renminbi) | ¥ | ¥ 3,730,000 | ||||||
Remaining severance payables | 80,000 | ¥ 500,000 | |||||
Qingdao Tiandihui Foodstuffs Co., Ltd. [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Land and factory buildings | $ 5,098,461 | ¥ 33,140,000 | |||||
Gaochuang [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Cash deposit | $ 47,053 | ¥ 300,000 |
Long-Term Investments (Details)
Long-Term Investments (Details) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2018USD ($) | Feb. 28, 2018CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2018CNY (¥) | |
Liujiayi Pet Technology (Beijing) Co., Ltd. [Member] | ||||||
Long-Term Investments (Details) [Line Items] | ||||||
Cash consideration | $ 79,400 | ¥ 500,000 | ||||
Shandong Tide Food Co., Ltd. [Member] | ||||||
Long-Term Investments (Details) [Line Items] | ||||||
Long-term investments | $ 156,200 | ¥ 1,000,000 | ||||
Net loss | $ 0 | $ 4,903 | ||||
Liujiayi Pet Technology (Beijing) Co., Ltd. [Member] | ||||||
Long-Term Investments (Details) [Line Items] | ||||||
Business acquisition equity interests rate percentage | 5.00% | 5.00% | ||||
Shandong Tide Food Co., Ltd. [Member] | ||||||
Long-Term Investments (Details) [Line Items] | ||||||
Business acquisition equity interests rate percentage | 37.00% | 37.00% |
Disposal of Subsidiaries (Detai
Disposal of Subsidiaries (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |||
Recognized losses in connection with disposals | $ (5,018) |
Subsequent Events (Details)
Subsequent Events (Details) - shares | 1 Months Ended | 12 Months Ended | |
Feb. 23, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | |||
Subsequent warrants exercise, description | As disclosed in Note 13, in connection with the Company’s registered direct offering as consummated on September 30, 2021 and November 3, 2021, the Company agreed to sell to the investors warrants exercisable for an aggregate of 50,000,000 of its common shares, with warrant purchase price of $0.01 per warrant. | ||
Warrants issued and outstanding | 50,000,000 | ||
Warrants exercised | 24,423,626 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Exercise additional warrants | 21,886,536 | ||
Pending nasdaq compliance issue, description | the Company received a notification letter from Nasdaq Listing Qualifications advising the Company that based upon the closing bid price for the Company’s common shares for the past 30 consecutive business days, the Company no longer met the minimum $1.00 per share Nasdaq continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2). The notification also stated that the Company would be provided 180 calendar days, or until August 22, 2022, to regain compliance with the foregoing listing requirement. To do so, the bid price of the Company’s common stock must close at or above $1.00 per share for a minimum of 10 consecutive business days prior to that date. The Company is now putting efforts to regain compliance. |