Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
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 | 10,323,268 |
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, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | 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, Address Line One | Room 1104 |
Entity Address, Address Line Two | Full Tower |
Entity Address, Address Line Three | 9 East Third Ring Middle Road |
Entity Address, City or Town | Chaoyang District |
Entity Address, Country | CN |
Title of 12(b) Security | SHARES, PAR VALUE $0.02 |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Name | YCM CPA, Inc. |
Auditor Firm ID | 6781 |
Auditor Location | Irvine, California |
Entity Address, Postal Zip Code | 000000 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | Room 1104 |
Entity Address, Address Line Two | Full Tower |
Entity Address, Address Line Three | 9 East Third Ring Middle Road |
Entity Address, City or Town | Chaoyang District |
Entity Address, Country | CN |
Contact Personnel Name | Dandan Liu, Chief Executive Officer |
City Area Code | +86-166 |
Local Phone Number | 7863-6230 |
Entity Address, Postal Zip Code | 000000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 13,661,382 | $ 21,857,125 |
Short-term investments | 13,317,882 | 9,922,366 |
Accounts receivable, net | 4,961 | 29,318 |
Inventories, net | 987 | |
Prepayments and other current assets, net | 237,052 | 130,623 |
Current assets held for sale associated with discontinued operation of Tiandihui | 1,841,335 | |
Total current assets | 27,221,277 | 33,781,754 |
NON-CURRENT ASSETS | ||
Property, plant and equipment, net | 682,636 | 698,044 |
Intangible assets, net | 426,316 | 481,840 |
Operating lease right-of-use assets | 571,168 | 783,658 |
Non-current assets held for sale associated with discontinued operation of Tiandihui | 768,101 | |
Total non-current assets | 1,680,120 | 2,731,643 |
Total assets | 28,901,397 | 36,513,397 |
CURRENT LIABILITIES: | ||
Accounts payable | 460,776 | 491,850 |
Advances from customers | 4,045 | 11,024 |
Bank overdrafts | 77,486 | 74,425 |
Taxes payable | 54,003 | 11,923 |
Operating lease liabilities, current | 219,917 | 212,814 |
Other current liabilities | 311,979 | 1,212,420 |
Current liabilities held for sale associated with discontinued operation of Tiandihui | 12,337,657 | |
Total current liabilities | 3,389,044 | 14,675,344 |
NON-CURRENT LIABILITIES: | ||
Operating lease liabilities, non-current | 463,196 | 683,113 |
Non-current liabilities held for sale associated with discontinued operation of Tiandihui | 1,037 | |
Total liabilities | 3,852,240 | 15,359,494 |
SHAREHOLDERS’ EQUITY : | ||
Common shares ($0.02 par value; 50,000,000 shares authorized; 10,323,268 shares issued and outstanding at December 31, 2023 and 2022) | 206,465 | 206,465 |
Additional paid-in capital | 51,129,439 | 48,089,439 |
Statutory reserves | 160,014 | |
Accumulated deficit | (26,622,000) | (28,165,927) |
Accumulated other comprehensive income (loss) | (95,066) | 428,249 |
Total TDH Holdings, Inc. shareholders’ equity | 24,618,838 | 20,718,240 |
Non-controlling interest | 430,319 | 435,663 |
Total shareholders’ equity | 25,049,157 | 21,153,903 |
Total liabilities and shareholders’ equity | 28,901,397 | 36,513,397 |
Related Party | ||
CURRENT LIABILITIES: | ||
Short-term loans - related parties | 277,408 | 266,451 |
Due to related parties | 1,983,430 | 55,747 |
Related Party | ||
CURRENT LIABILITIES: | ||
Accounts payable - related parties | $ 1,033 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.02 | $ 0.02 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,323,268 | 10,323,268 |
Common stock, shares outstanding | 10,323,268 | 10,323,268 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net revenue | $ 3,175,809 | $ 3,098,733 | $ 1,081,095 |
Total revenue | 3,175,809 | 3,098,733 | 1,081,095 |
Cost of revenue | 2,146,215 | 2,046,200 | 769,967 |
Total cost of revenue | 2,146,215 | 2,046,200 | 769,967 |
Gross profit | 1,029,594 | 1,052,533 | 311,128 |
Operating expenses: | |||
Selling expense | 90,659 | 91,370 | 74,278 |
General and administrative expense | 4,269,092 | 4,002,346 | 3,541,872 |
Stock-based compensation expense | 3,040,000 | ||
Impairment of long-lived assets other than goodwill | 6,833 | ||
Impairment of goodwill | 355,570 | ||
Total operating expenses | 7,399,751 | 4,100,549 | 3,971,720 |
Loss from operations | (6,370,157) | (3,048,016) | (3,660,592) |
Interest expense (income) | (14,276) | 43,081 | (14,518) |
Other income (expense) | 493,040 | 37,909 | (670,883) |
Investment (loss) income, net | (2,644,576) | 4,161,093 | 275,866 |
Total other (expenses) income | (2,165,812) | 4,242,083 | (409,535) |
Income (loss) before income tax provision | (8,535,969) | 1,194,067 | (4,070,127) |
Income tax provision | |||
Net income (loss) from continuing operations | (8,535,969) | 1,194,067 | (4,070,127) |
Net loss from discontinued operations of Tiandihui | (15,095,547) | (339,054) | (2,645,831) |
Net (loss) income | (23,631,516) | 855,013 | (6,715,958) |
Less: Net income (loss) attributable to non-controlling interest | (5,344) | 51,313 | (595,650) |
Net income (loss) attributable to TDH Holdings, Inc. | (23,626,172) | 803,700 | (6,120,308) |
Comprehensive income (loss) | |||
Net (loss) income | (23,626,172) | 803,700 | (6,120,308) |
Other comprehensive income (loss) | |||
Foreign currency translation adjustment | (523,315) | 888,951 | (247,807) |
Total comprehensive income (loss) | (24,149,487) | 1,692,651 | (6,368,115) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (5,344) | 51,313 | (595,650) |
Comprehensive income ( loss) attributable to TDH Holdings, Inc. | $ (24,144,143) | $ 1,641,338 | $ (5,772,465) |
Earnings (loss) per common share attributable to TDH Holdings, Inc. | |||
Basic (in Dollars per share) | $ (2.29) | $ 0.1 | $ (1.17) |
Diluted (in Dollars per share) | $ (2.29) | $ 0.1 | $ (1.17) |
Weighted average common shares outstanding | |||
Basic (in Shares) | 10,323,268 | 8,019,208 | 5,218,681 |
Diluted (in Shares) | 10,323,268 | 8,019,208 | 5,218,681 |
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, 2020 | $ 45,850 | $ 21,963,570 | $ 160,014 | $ (22,849,319) | $ (212,895) | $ (892,780) | ||
Balance (in Shares) at Dec. 31, 2020 | 2,292,500 | |||||||
Net income (Loss) | (6,120,308) | $ (595,650) | (6,715,958) | |||||
Issuance of common stock and warrants in private placements | $ 34,100 | 20,188,088 | 20,222,188 | |||||
Issuance of common stock and warrants in private placements (in Shares) | 1,705,000 | |||||||
Warrants exercised for cashless | $ 24,424 | 24,424 | ||||||
Warrants exercised for cashless (in Shares) | 1,221,181 | |||||||
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 | 5,218,681 | |||||||
Net income (Loss) | 803,700 | 51,313 | 855,013 | |||||
Issuance of common stock and warrants in private placements | $ 80,000 | 5,937,781 | 6,017,781 | |||||
Issuance of common stock and warrants in private placements (in Shares) | 4,000,000 | |||||||
Warrants exercised for cashless | $ 22,091 | 22,091 | ||||||
Warrants exercised for cashless (in Shares) | 1,104,587 | |||||||
Foreign currency translation adjustment | 888,951 | 888,951 | ||||||
Balance at Dec. 31, 2022 | $ 206,465 | 48,089,439 | 160,014 | (28,165,927) | 428,249 | 435,663 | 21,153,903 | |
Balance (in Shares) at Dec. 31, 2022 | 10,323,268 | |||||||
Net income (Loss) | (23,626,172) | (5,344) | (23,631,516) | |||||
Stock-based compensation expense | 3,040,000 | 3,040,000 | ||||||
Adjustment to reflect the effect of disposal of Tiandihui and Chongaijiujiu | $ (160,014) | 25,170,099 | 25,010,085 | |||||
Foreign currency translation adjustment | (523,315) | (523,315) | ||||||
Balance at Dec. 31, 2023 | $ 206,465 | $ 51,129,439 | $ (26,622,000) | $ (95,066) | $ (430,319) | $ 25,049,157 | ||
Balance (in Shares) at Dec. 31, 2023 | 10,323,268 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net (loss) income | $ (23,626,172) | $ 803,700 | $ (6,120,308) |
Less: net (loss) income from discontinued operations | (15,095,547) | (339,054) | (2,645,831) |
Net income (loss) from continuing operations | (8,530,625) | 1,142,754 | (3,474,477) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 80,149 | 17,114 | 466,720 |
Fair value change of short-term investments | 2,644,576 | (4,161,093) | (495,265) |
Impairment of goodwill | 355,570 | ||
Impairment of long-lived assets other than goodwill | 1,964 | 6,833 | 217,257 |
Inventory write-down | 43,662 | 11,532 | 368,441 |
Allowance for doubtful accounts | 22,674 | 7,210 | 2,168 |
Deferred income taxes | |||
Loss (gain) on disposal of property, plant and equipment | 13,275 | 153,983 | (5,905,889) |
Gain from operating lease contract modification | (408,198) | ||
Amortization of operating lease right-of-use assets | 212,480 | 205,295 | 438,063 |
Non-cash lease expense | (4,786,099) | ||
Stock-based compensation | 3,040,000 | ||
Changes in operating assets and liabilities: | (277,310) | ||
Accounts receivable, net | 47,022 | 2,733 | 127,057 |
Inventories, net | 43,842 | 38,904 | (368,246) |
Operating lease liabilities | (203,739) | (195,626) | 4,830,456 |
Operating lease liabilities – related parties | 278,472 | ||
Advances to suppliers, net | (34,346) | 8,197 | (3,653) |
Prepayments and other current assets, net | (10,418) | 1,017,261 | (1,029,552) |
Accounts payable | (1,748) | (305,382) | 64,427 |
Accounts payable - related parties | (1,033) | (132,081) | 132,192 |
Interest payable | 3,573 | (411,112) | (12,787) |
Interest payable - related parties | 88,778 | ||
Notes payable | |||
Taxes payable | (2,445) | (17,103) | 15,331 |
Advances from customers | (6,974) | ||
Advances from customer - related party | (13,799) | 19,125 | |
Deferred income tax liability | 1,132 | ||
Other current liabilities | (887,302) | 1,054,749 | 793,726 |
Net cash used in operating activities from continuing operations | (3,525,413) | (1,977,789) | (8,154,363) |
Net cash provided by (used in) operating activities from discontinued operations | 1,032,689 | (94,926) | 4,854,800 |
Net cash used in operating activities | (2,492,725) | (2,072,715) | (3,299,563) |
Cash flows from investing activities | |||
Payments to acquire property, plant and equipment | (7,655) | ||
Cash obtained from business acquisition | 171,827 | ||
Payment for business acquisition | (1,020,000) | ||
Purchase of short-term investments | (37,066,925) | (42,483,794) | (4,372,809) |
Proceeds from sale of short-term investments | 31,024,365 | 41,150,967 | 3,578,206 |
Leasehold Improvement | (16,836) | ||
Net cash used in (provided by) investing activities from continuing operations | (6,067,051) | (1,332,827) | (1,642,776) |
Net cash provided by investing activities from discontinued operations | |||
Net cash provided by (used in) investing activities | (6,067,051) | (1,332,827) | (1,642,776) |
Cash flows from financing activities | |||
Proceeds from issuance of common shares | 20,222,188 | ||
Purchase of noncontrolling interest | (100) | ||
Collection of stock subscription receivable | 6,017,781 | ||
Proceeds from related parties | 22,410 | 4,085,071 | |
Repayments to related parties | (6,774) | ||
Proceeds from short-term loans | |||
Repayments of short-term loans | 1,458,040 | ||
Proceeds from short-term loans - related parties | |||
Repayments of short-term loans - related parties | 22,302 | ||
Payment to related party | 1,928,329 | 15,829 | (4,231,327) |
Net cash provided by financing activities from continuing operations | 1,921,554 | 6,055,480 | 21,556,174 |
Net cash provided by financing activities from discontinued operations | (3,604,117) | ||
Net cash provided by financing activities | 1,921,554 | 6,055,480 | 17,952,057 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,557,522) | 985,263 | (247,807) |
Net change in cash, cash equivalents and restricted cash | (8,195,743) | 3,635,201 | 12,761,911 |
Cash, cash equivalents and restricted cash, beginning of the year | 21,857,125 | 18,025,966 | 6,749,064 |
Cash, cash equivalents and restricted cash, end of the year | 13,661,382 | 23,146,176 | 19,510,975 |
Less: cash and restricted cash of discontinued operations at the end of the period | 1,289,051 | 1,485,009 | |
Cash and restricted cash of continued operations at the end of the period | 13,661,382 | 21,857,125 | 18,025,966 |
Supplemental cash flow information | |||
Interest paid | |||
Income taxes paid | |||
Non-cash investing and financing activities | |||
Liabilities assumed in connection with purchase of property, plant and equipment | |||
Notes payable reclassified to short-term loans | |||
Short-term loans settled by transferring an equity investment to the creditor | |||
Cashless exercise of warrants | 22,091 | 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 | 13,661,382 | 21,857,125 | 18,025,966 |
Restricted cash | 1,289,051 | 1,485,009 | |
Total cash, cash equivalents, and restricted cash | $ 13,661,382 | $ 23,146,176 | $ 19,510,975 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022, 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 petfood 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 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 Tiandihui, Ltd., and it entered into bankruptcy proceedings. On December 27, 2023, the Court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed. As a result, Tiandihui has been fully disposed as of December 31, 2023 (see Note 4). 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. Chongai Jiujiu had immaterial operations and suffered recurring operating losses since its inception. In December 2023, the Company transferred all its ownership interests in Chongai Jiujiu to a third party. The disposition of Chongai Jiujiu did not represent a strategic shift of the Company’s business due to the immateriality of its operations, accordingly, discontinued operations of Chongai Jiujiu are not included in these financial notes. 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. 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) On January 22, 2022, Beijing Wenxin Co., Ltd. (“Beijing Wenxin”) was incorporated in Beijing City, PRC. On March 27, 2023, Qingdao Chihong Information Consulting Co., Ltd. (“Qingdao Chihong”) was incorporated in Qingdao City, PRC. 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, 2023 | |
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. Discontinued operations 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 Tiandihui and it entered into bankruptcy proceedings. On December 27, 2023, the court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings werecompleted. As a result, Tiandihui has been fully disposed as of December 31, 2023. A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. In the consolidated statements of operations and comprehensive loss, result from discontinued operations is reported separately from the income and expenses from continuing operations and prior periods are presented on a comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations (see Note 4) Reclassifications In connection with the discontinued operations of a business, certain prior-year amounts have been reclassified for consistency with the current-year presentation. These reclassifications had no effect on the reported results of operations. The assets and liabilities related to the discontinued operations are classified as assets/liabilities held for sale as of December 31, 2022, while results of operations related to the discontinued operations, including comparatives, were reported as losses from discontinued operations for the years ended December 31, 2023, 2022 and 2021. Certain prior-year balance sheet accounts have been reclassified to conform to the current-year presentation. 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, 2023, our revenue from the restaurant business segment only slightly increased by approximately $0.08 million as compared to 2022 and we reported a net loss of approximately $23.63 million and cash flows provided by operating activities of approximately $2.49 million in 2023. We discontinued our petfood business during the first quarter of 2023 and we fully disposed of Tiandihui in December 2023 as a result of the completion of the bankruptcy proceeding, and currently our revenue is substantially generated from the restaurant business segment. Our business turnaround depends, in part, on our ability to successfully introduce manage and acquire new restaurants. If we are not able to effectively manage and acquire new restaurants that successfully generate revenue, we may not be able to grow and maintain our business as anticipated, and our sales may decline and our future business, financial condition and results of operations may be materially adversely affected. 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 Beijing Wenxin, Qingdao Chihong, Tiandihui, Tiandihui Pet Foodstuffs, Tiandihui Foodstuffs Sales and Chongai Jiujiu is Renminbi (“RMB”). The functional currency of TDH Group BVBA is Euro (“€”). 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, 2023 7.0827 7.0467 Year ended December 31, 2022 6.9646 6.7261 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, 2023 0.9012 0.9153 Year ended December 31, 2022 0.9383 0.9485 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. 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 Tiandihui’s bankruptcy proceedings as of December 31, 2022. Restricted cash amounted to $1,289,051 and was included in “current assets held for sales associated with discontinued operation of Tiandihui” as of December 31, 2022. As a result of the completion of Tiandihui’s bankruptcy proceedings, there was no such balance as of December 31, 2023 (see Note 4). Short-term Investments Starting March 2020 and throughout the years ended December 31, 2021, 2022 and 2023, 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, 2023, the asset management company is entitled to 25% of total realized gain if certain condition is met. 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. Changes in fair value, including realized gain of approximately $0.44 million and unrealized loss of approximately $3.08 million for the year ended December 31, 2023. Changes in fair value, including realized gain of approximately $4.19 million and unrealized gain of approximately $0.03 million for the year ended December 31, 2022. Changes in fair value, including realized gain of approximately $0.07 million and unrealized gain of approximately $0.5 million for the year ended December 31, 2021, which were included in “investment income” in the accompanying consolidated statements of operations and comprehensive loss. 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, 2023 and 2022, 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. 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 Electronic equipment 5 - 10 years Office equipment 5 - 10 years Leasehold improvement Shorter of the lease term or estimated useful life Buildings 20 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 $1,954, $6,833 and $217,257 for the years ended December 31, 2023, 2022 and 2021, 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 $0, $0 and $335,570 for the years ended December 31, 2023, 2022 and 2021, respectively. 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, 2023 and 2022 and indicates the fair value hierarchy of the valuation. Quoted Significant Significant Total Publicly listed equity securities As of December 31, 2023 $ 13,317,882 - - 13,317,882 As of December 31, 2022 $ 9,922,366 - - 9,922,366 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, 2023 and 2022. See Note 15 for further discussion. Earnings (Loss) per Share Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (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. There were no diluted shares for the years ended December 31, 2023, 2022 and 2021. 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 petfood 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 million for the years ended December 31, 2023, 2022 and 2021, 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 14 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, 2023 and 2022, the Company recorded contract liabilities of $4,045 and $11,024, respectively, which were presented as advances from customers on the accompanying consolidated balance sheets. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $6,979, $6,970 and $163,074 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 $475, $1,828 and $4,864 for the years ended December 31, 2023, 2022 and 2021, respectively. Advertising costs amounted to $90,637, $93,197 and $22,019 for the years ended December 31, 2023, 2022 and 2021, 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 Income (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. 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, 2023 (see Note 14). 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, 2023 | |
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. In connection with the acquisition, the Company recognized the intangible assets (mainly include Bo Ling’s Chinese Restaurant, Inc.’s brand name) of $532,895 and goodwill of approximately $355,570. There was no impairment of Bo Ling’s intangible assets during the years ended December 31, 2023 and 2022. The amounts of revenue and net income (loss) of Far Ling’s Inc. and Bo Ling’s Chinese Restaurant, Inc. as included in the Company’s consolidated statement of operations for the years ended December 31, 2023 , 2022 and 2021 are as follows: For the For the From Net revenue $ 3,175,055 $ 3,074,007 $ 606,463 Net income (loss) $ -10,905 $ 104,720 $ -1,215,613 |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATION | Note 4 – DISCONTINUED OPERATION The Company’s subsidiary, Tiandihui, was mainly engaged in the development, manufacture and sale of petfood in China and other regions. 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. On December 27, 2023, the Court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed. As a result, Tiandihui has been fully disposed as of December 31, 2023 and all the material claims against Tiandihui that arose prior to the date of the completion of Tiandihui’s bankruptcy proceedingwere resolved. The discontinued operation represents a strategic shift that has a major effect on the Company’s operations and financial results, which trigger discontinued operations accounting in accordance with ASC 205-20-45. The assets and liabilities related to the discontinued operations are classified as assets/liabilities held for sale as of December 31, 2022, while results of operations related to the discontinued operations for the years ended December 31, 2022 and 2021, were reported as income (loss) from discontinued operations. Prior to the final bankruptcy property distribution plan approved by the Court on December 27, 2023, Tiandihui had short-term bank loans of $4,986,206 as of December 31, 2022, payable to several PRC financial institutions, which were also corporately or personally guaranteed.Tiandihui also pledged certain property and equipment as collateral to further guarantee these loans. As a result of the Court approved bankruptcy property distribution plan, Tiandihui’s liabilities arising from the bankruptcy proceedings were fully discharged as of December 31, 2023. The Company recorded a loss from the disposition of Tiandihui in the amount of $15,095,547 for the year ended December 31, 2023. The results of discontinued operations for years ended December 31, 2023, 2022 and 2021 are as follows: For the Years Ended December 31, 2023 2022 2021 Revenue $ - $ 159 $ 10,794 Cost of revenues - (5,260 ) (342,496 ) Gross profit - (5,101 ) (331,02 ) Operating expenses (138,263 ) (140,073 ) (621,760 ) (Loss) income from discontinued operations (138,263 ) (145,174 ) (953,462 ) Other income (expense), net (14,957,284 ) (193,880 ) (1,692,369 ) (Loss) income before tax (15,095,547 ) (339,054 ) (2,645,831 ) Net (loss) income from discontinued operations $ (15,095,547 ) $ (339,054 ) $ (2,645,831 ) |
Accounts Receivable, Net and Ac
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net | 12 Months Ended |
Dec. 31, 2023 | |
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 consisted of the following: December 31, December 31, Accounts receivable $ 11,369 $ 58,739 Less: Allowance for credit losses (6,408 ) (29,421 ) Accounts receivable, net $ 4,961 $ 29,318 The changes in allowance for credit losses consisted of the following: For the Years Ended December 31, 2023 2022 2021 Balance, beginning of the year $ 29,421 $ 19,221 $ 16,656 Provision for credit losses (22,782 ) 11,642 2,168 Write-off uncollectable accounts receivable - - - Translation adjustment (231 ) (1,442 ) 397 Balance, end of the year $ 6,408 $ 29,421 $ 19,221 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | Note 6 – INVENTORIES As of December 31, 2023 and 2022, inventories consisted of the following: December 31, December 31, Raw materials $ 26,413 $ 27,069 Work in process - - Finished goods - 43,707 Total 26,413 70,776 Inventory write-down (26,413 ) (69,789 ) Translation adjustments - - Inventories, net $ - $ 987 The Company recorded write-down of potentially obsolete or slow-moving inventories of $0, $226 and $216,325 for the years ended December 31, 2023, 2022 and 2021, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment, Net [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | Note 7 – PROPERTY, PLANT AND EQUIPMENT, NET As of December 31, 2023 and 2022, property, plant and equipment consisted of the following: December 31, December 31, 2023 2022 Machinery equipment $ 3,550 $ 7,524 Electronic equipment 17,784 Office equipment 16,854 6,088 Leasehold improvement 13,743 Buildings 735,795 735,795 Total property, plant and equipment 769,924 767,190 Less: accumulated depreciation (87,288 ) (62,547 ) Less: impairment loss - (6,599 ) Translation adjustments - - Property, plant and equipment, net $ 682,636 $ 698,044 Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $26.860, $62,547 and $31,095, respectively. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets [Abstract] | |
INTANGIBLE ASSETS | Note 8 – INTANGIBLE ASSETS December 31, December 31, Intangible assets- brand name $ 533,816 $ 535,815 Accumulated amortization (107,500 ) (53,975 ) Intangible assets, net $ 426,316 $ 481,840 The intangible assets mainly include Bo Ling’s Chinese Restaurant, Inc.’s brand name to attract customers and bring in increased revenue to benefit the Company. During the years ended December 31, 2023, 2022 and 2021, amortization expense amounted to $55,524, $34,507 and $28,253, respectively. Estimated future amortization expense is as follows: Years ended December 31, Amortization 2024 $ 53,290 2025 53,290 2026 53,290 2027 53,290 2028 53,290 Thereafter 159,866 $ 426,316 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | Note 9 – OTHER CURRENT LIABILITIES Other current liabilities mainly consist of interest payable, wages payable and other payables. Wages payable include salaries and bonuses of employees. As of December 31, 2023 2022 Other Payables $ 196,050 $ 1,061,162 Interest Payable 3,574 - Wages Payable 112,355 151,258 Total $ 311,979 $ 1,212,420 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 10 – RELATED PARTY TRANSACTIONS The related parties had transactions for the years ended December 31, 2023, 2022 and 2021 consist of the following: Name of Related Party Nature of Relationship at December 31, 2023 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 CFO Yanjuan Wang Rongfeng Cui’s wife Yan Fu Former Sales Vice President Yuxiang Qi Dandan Liu’s mother Tide (Shanghai) Industrial Co. Ltd. Owned by Rongfeng Cui and Yanjuan Wang Qingdao Like Pet Supplies Co., Ltd. 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 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. Solely owned by Rongbing Cui Huangdao Hanyinhe Software Development Center Co., Ltd. Solely owned by Xiaomei Wang 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 to related parties from continuing operations Due to related parties consisted of the following: December 31, December 31, 2023 2022 Dandan Liu 1,963,457 - Rongfeng Cui - 33,624 Feng Zhang - 22,123 Products Inc. 19,973 - Total $ 1,983,430 $ 55,747 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, 2023 2022 Rongfeng Cui $ 277,408 $ 266,451 Total $ 277,408 $ 266,451 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 payments of €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 were 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, 2023, 2022 and 2021, such failure to pay 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, 2022, the loan had $69,566 of interest outstanding. In connection with the bankruptcy proceedings of Tiandijhui, on December 27, 2023, the Court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed. Pursuant to the judgment and decision by the Court, loans payable plus accrued interest to be paid to Dandan Liu were not approved by the bankruptcy distribution plan. As a result, the loans are included in the loss from discontinued operation of Tiandihui for the year ended December 31, 2023. 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. Pursuant to the judgment and decision by the Court in connection with the bankruptcy distribution plan, only RMB 94,270 (approximately $13,284) in principal of the loan was approved by the court. The Company made the payment of RMB 94,270 (approximately $13,284) to Yuxiang Qi in December 2023. The interest expenses for the loans from related parties amounted to $0, $0 and $29,581 for the years ended December 31, 2023, 2022 and 2021, respectively. Accounts payable to related parties December 31, December 31, 2023 2022 Richard Ng $ - $ 1,033 Total $ - $ 1,033 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | Note 11 – 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 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. 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. 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, 2023 2022 2021 United states income tax rate 21.00 % 21.00 % 21.00 % HK statutory income tax rate 16.50 % 16.50 % 16.50 % PRC statutory income tax rate difference 0.00 % 8.50 % 8.50 % Effect of additional deduction on R&D expense and salary for disabled workers 0.00 % 0.00 % 0.00 % Effect of expenses not deductible for tax purposes 0.00 % -17.41 % -17.38 % Valuation allowance recognized with respect to the loss in subsidiaries -37.50 % -28.59 % -28.52 % Other -0.00 % 0.00 % -0.10 % Total - % - % - % Accounting for Uncertainty in Income Taxes The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. 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, 2023 and 2022. Deferred tax assets and liabilities as of December 31, 2023 and 2022 are composed of the following: As of 2023 2022 Deferred tax assets, non-current Net operating loss carrying forward $ - $ 6,356,742 Total deferred tax assets Valuation allowance - (6,356,742 ) Total deferred tax assets $ - $ - |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 12 – STOCKHOLDERS’ EQUITY Common shares In April 2021, a total of 455,000 common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) 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 500,000 of its common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) at purchase price of $17.80 per share (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split). The registered direct Offering closed on September 30, 2021 and the Company received approximately $8.2 million net proceeds from the issuance of 500,000) common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) 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 750,000 its common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) at purchase price of $12.80 per share (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split). The registered direct offering closed on November 3, 2021 and the Company received approximately $8.9 million net proceeds from the issuance of 750,000 common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) to investors, after deducting placement agent fees and estimated offering expenses. On June 14, 2022, our Board approved to effect a reverse stock split of our common shares at the ratio of one-for-twenty with the market effective date of June 14, 2022. The objective of the reverse stock split was to enable our Company to regain compliance with NASDAQ Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq. As a result of the reverse stock split, each twenty common shares outstanding automatically combined and converted to one issued and outstanding common share without any action on the part of the shareholder. As a result of this stock reverse split, all common stocks issued prior to June 14, 2022 have been retrospectively restated and reflected in the consolidated financial statements. On July 26, 2022, we completed a private placement of securities, and entered into a securities purchase agreement with eight accredited investors pursuant to which we sold to the investors an aggregate 4,000,000 of our common shares, at a price of $1.50 per share and warrants at a price of $0.01 per warrant to purchase up to an aggregate 4,000,000 of our common shares, for gross proceeds of $6,040,000 and received net proceeds of $6,017,781 after deducting fees and expenses related to the transaction. The warrants have an exercise price of $2.44 per share, and a term of two years. The warrants are immediately exercisable upon issuance and have a cashless exercise feature. The securities 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. Investor warrants In connection with the Company’s registered direct offering as consummated on September 30, 2021, pursuant to the securities purchase agreement, the Company also agreed to sell to the investors warrants exercisable for an aggregate of 1,000,000 of its common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split), with warrant purchase price of $0.01 per warrant. The warrants were exercisable immediately as of the date of issuance at an exercise price of $41.20 per share (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) and expired twenty-four (24) months from the date of issuance. The warrants were also be exercised on a cashless basis. In addition, in connection with the Company’s registered direct offering as consummated on November 3, 2021, pursuant to the securities purchase agreement, the Company also agreed to sell to the investors warrants exercisable for an aggregate of 1,500,000 of its common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split), with warrant purchase price of $0.01 per warrant. The warrants were exercisable immediately as of the date of issuance at an exercise price of $29.40 per share (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) and expired twenty-four (24) months from the date of issuance. The warrants were also be exercised on a cashless basis. As of December 31, 2021, 2,500,000 warrants (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) were issued and outstanding and 1,528,000 warrants (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) have been exercised on the cashless basis in exchange for 1,221,181 of the Company’s common shares (as adjusted for the Company’s June 14, 2022 1-for-20 reverse stock split) and the Company did not receive any proceeds from the exercise of these warrants. An, additional 972,00 For the above-mentioned investor warrants, the Company couldcompel the exercise of the warrants if the closing price of the Company’s common shares exceeded$6.00 for ten (10) consecutive trading days commencing six (6) months after issuance. The exercisability of the warrants was limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 9.99% of the Company’s common shares. As of the date of this Annual Report, all investor warrants issued in the September and November 2021 registered direct offerings have been exercised and none remain outstanding. On July 26, 2022, in connection with our private placement of securities as mentioned above, in which we sold to the investors an aggregate 4,000,000 of our common shares, at a price of $1.50 per share and warrants at a price of $0.01 per warrant to purchase up to an aggregate 4,000,000 of our common shares, for gross proceeds of $6,040,000. The warrants have an exercise price of $2.44 per share, and with an original term of two years. The warrants were immediately exercisable upon issuance and have a cashless exercise feature. On July 11, 2023, the Company and investors agreed to extend the exercise period of the warrants to July 26, 2027. The Company recorded additional stock compensation expense of $3,040,000 for the year ended December 31, 2023 related to this modification. The Company estimates the fair value of the warrants issued using the Black-Scholes option pricing model and assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The fair value of the warrants were estimated using the following assumptions: July 11, Exercise price $ 2.44 Stock Price $ 1.28 Term (in years) 4.04 Volatility 115.59% -166.99 % Risk-free interest rate 4.52 % Dividend yield 0 The following table summarizes the investor warrants activities for the years ended December 31, 2023, 2022 and 2021 was as follows: Number of Weighted Weighted Outstanding, December 31, 2020 - - - Granted 50,000,000 $ 34.20 2.00 Exercised (30,560,000 ) 34.20 1.87 Exercisable, December 31, 2021 19,440,000 $ 32.60 1.75 Granted 4,000,000 2.44 2.00 Exercised (19,440,000 ) 32.60 0.75 Outstanding, December 31, 2022 4,000,000 $ 2.44 1.68 Outstanding, December 31, 2023 4,000,000 $ 2.44 3.57 Exercisable, December 31, 2023 4,000,000 $ 2.44 3.57 Statutory reserve 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. As of December 31, 2022, the Company had statutory reserve in the amount of $160,014. In connection with the bankruptcy determination and disposition of Tiandihui as disclosed in Note 4, the prior year recorded statutory reserve of $160,014 was written off. As of December 31, 2023, the balance of statutory reserve was $0. 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. In connection with the bankruptcy determination and disposition of Tiandihui as disclosed in Note 4, prior year restricted assets associated with Tiandihui were written off. As of December 31, 2023 and 2022, total restricted net assets were $2,900,000 and $14,666,369, respectively. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Major Customers | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations of Credit Risk and Major Customers [Abstract] | |
CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS | Note 13 – CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS Customers For the years ended December 31, 2023, 2022 and 2021 , Suppliers For the years ended December 31, 2022, 2021 and 2020, suppliers accounting for 10% or more of the Company’s purchase were as follows: For the Years Ended December 31, Supplier 2023 2022 2021 Supplier D * % * % * % Supplier E * % * % * % Supplier F * % * % * % Supplier G * % * % 35.57 % Supplier H 28.24 % 28.29 % * % Supplier I 26.58 % 20.37 % * % Supplier J 22.81 % 18.61 % * % Supplier K 15.98 % 15.69 % * % * Less than 10% As of December 31, 2023, no single supplier accounted for more than 10% of the Company’s total accounts payable. As of December 31, 2022, Supplier G’s balance accounted for 39.87% of the Company’s total accounts payable. |
Segment and Revenue Analysis
Segment and Revenue Analysis | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Revenue Analysis [Abstract] | |
SEGMENT AND REVENUE ANALYSIS | Note 14 – SEGMENT AND REVENUE ANALYSIS The company is mainly engaged in 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 petfood sales and restaurant business operations. Certain entity-wide disclosures relating to revenues for the years ended December 31, 2023, 2022 and 2021 are as follows: For the year ended December 31, 2023 Petfood Restaurant Total Revenue from continuing operations $ 754 $ 3,175,055 $ 3,175,809 Net (loss) income from continuing operations $ (8,525,064 ) (10,905 ) $ (8,535,969 ) Net loss from discontinued operations $ (15,095,547 ) - $ (15,095,547 ) Total Net (loss) income $ (23,620,611 ) $ (10,905 ) $ (23,631,516 ) Depreciation and amortization $ 74,056 $ 4,210 $ 78,266 Total assets $ 27,591,002 $ 1,310,395 $ 28,901,397 For the year ended December 31, 2022 Petfood Restaurant Total Revenue from continuing operations $ 24,726 $ 3,074,007 $ 3,098,733 Net (loss) income from continuing operations $ 1,089,347 104,720 $ 1,194,067 Net loss from discontinued operations $ (339,054 ) - $ (339,054 ) Total Net income $ 750,293 $ 104,720 $ 855,013 Depreciation and amortization $ 62,164 $ 54,358 $ 116,522 Total assets $ 34,480,238 $ 1,502,768 $ 36,513,397 For the year ended December 31, 2021 Petfood Restaurant Total Revenue from continuing operations $ 474,632 $ 606,463 $ 1,081,095 Net loss from continuing operations $ (2,854,514 ) $ (1,215,613 ) $ (4,070,127 ) Net loss from discontinued operations $ (2,645,831 ) $ - $ (2,645,831 ) Total Net loss $ (5,500,345 ) $ (1,215,613 ) $ (6,715,958 ) Depreciation and amortization $ 395,094 $ 13,646 $ 408,740 Total assets $ 26,969,867 $ 5,078,090 $ 32,047,957 The net revenue generated from different marketing channels consists of the following: For the Years Ended December 31, 2023 2022 2021 Overseas sales $ - - 134,896 Domestic sales 754 25,849 308,267 Electronic commerce - - 34,590 Restaurant revenue 3,175,055 3,074,007 606,463 Less: Sale tax and addition - (1,123 ) (3,121 ) Total net revenue from continuing operations $ 3,175,809 3,098,733 1,081,095 The net revenue generated from different product lines and services is set forth as following: For the Years Ended December 31, 2023 2022 2021 Pet chews $ - 8,367 46,112 Dried pet snacks - 8,005 293,325 Wet canned petfood - 1,290 10,760 Dental health snacks - 550 6,127 Baked pet biscuits - - - Restaurant revenue 3,175,055 3,074,007 606,463 Others 754 7,637 121,429 Less: Sales tax and addition - (1,123 ) (3,121 ) Total net revenue from continuing operations $ 3,175,809 3,098,733 1,081,095 The net revenue generated from different countries is set forth as following: For the Years Ended December 31, 2023 2022 2021 South Korea $ - - 37,320 China 754 25,849 342,857 United Kingdom - - - Germany - - - U.S. 3,175,055 3,074,007 606,463 Other countries - - 97,576 Less: Sales tax and addition - (1,123 ) (3,121 ) Total net revenue from continuing operations $ 3,175,809 3,098,733 1,081,095 “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 restaurant business operations are located in the United States. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases [Abstract] | |
OPERATING LEASES | Note 15 – OPERATING LEASES The company has signed one lease agreement for office premises and restaurant premises. On October 6, 2010, Far Ling Restaurant entered into a lease agreement with the landlord to lease the space for the restaurant for 15 years and six months, which can be renewed for 10 years. On April 4, 2022, Far Ling signed supplemental lease agreement with the landlord to modify the lease agreement, with new lease terms expired by December 31, 2026, and monthly lease payment of $20,000 starting from Jan 2022. As a result of this change, the lease agreement has been modified, which may have significant impact on the reported ROU assets and corresponding lease liability. A lease modification is a change to the terms and conditions of a contract resulting in a change to either the scope or consideration for a lease. This could be a change that either adds or terminates the right to use a portion or all of the underlying asset(s) or changes the lease term. If the lease modification only partially reduces the lessee’s rights to the underlying asset(s), this is accounted for as a partial termination. In this scenario, the lease liability is remeasured based on the new payment terms, and the ROU asset is reduced based on either the proportionate change in the lease liability or the proportionate change in the asset. As a result of the above mentioned lease modification, the remaining lease term of the Company’s leases ranges from approximately 3 years. The estimated effect of lease renewal and termination options, as applicable, was included in the consolidated financial statements in current period. Other lease related expenses amounted to $60,975 for repair and maintenance, $4,680 for parking, and $92,686 for water utility for the year ended December 31, 2023. The components of lease expense were as follows: For the Years Ended December 31, 2023 2022 2021 Operating lease cost $ 212,480 $ 214,959 $ 85,481 Short-term lease costs - - - Total lease cost $ 212,480 $ 214,959 $ 85,481 Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 240,000 $ 42,484 $ 10,075 Weighted-average remaining lease term 3.0 years 4.0 years 14.2 years Weighted-average discount rate 3.50 % 3.50 % 3.75 % Supplemental balance sheet information related to leases was as follows: As of December 31, 2023 2022 Operating lease right-of-use assets $ 571,168 $ 783,658 Total lease right-of-use assets 571,168 783,658 Operating lease liabilities, current 219,917 212,814 Operating lease liabilities, non-current 463,196 683,113 Total operating lease liabilities $ 683,113 $ 895,927 The following table summarizes the maturity of our operating lease liabilities as of December 31, 2023: 2024 240,000 2025 240,000 2026 240,000 Total 720,000 Less imputed interest (36,887 ) Total operating lease liabilities $ 683,113 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 16 – COMMITMENTS AND CONTINGENCIES COMMITMENTS The Company provides counter guarantee to Gaochuang including a cash deposit of RMB300,000 (approximately $43,075) and asset pledge of four invention patents and certain property, plant and equipment with net book value of $219,404 and $239,670 as of December 31, 2022 and 2021, 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 “current liabilities held for sale associated with discontinued operation of Tiandihui” on the consolidated balance sheets as of December 31, 2022 and 2021. The loan payable to Gaochuang was pledged and guaranteed by the aforementioned assets and guarantors, respectively, under the counter guarantee. On December 27, 2023, the Court announced that the bankruptcy property distribution plan of Qingdao Tiandihui Foodstuffs Co., Ltd. had been implemented and the bankruptcy proceedings had completed. As a result, Tiandihui has been fully disposed as of December 31, 2023, and substantially all the material claims against Tiandihui that arose prior to the date of the bankruptcy completion were addressed, including the loan payable to Gaochuang. CONTINGENCIES From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Since November 2019, the Company has been involved in a number of claims pending in various courts, in arbitration, or otherwise unresolved as of December 31, 2022. These claims are substantially related to non-payment of wage payables, non-payment of vendor payables and non-payment of loans and notes payables. These legal proceedings led to, among others actions, certain of the Tianddihui’s bank accounts and property, plant and equipment judicially frozen by the court as of December 31, 2022 and 2021. On March 13, 2021, the land and factory buildings above the land owned by Tiandihui. were actioned by the court for $5,098,461 (RMB 33.14 million). In 2021, we paid RMB3.73 million to substantially settle the labor arbitration cases with our former employees, and certain proceeds were used to repay the bank loans. 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 Tiandihui and it entered into bankruptcy proceedings. On December 27, 2023, the Court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed. As a result, Tiandihui has been fully disposed as of December 31, 2023, and s all the material claims against Tiandihui that arose prior to the date of the completion of it bankruptcy proceedings were resolved. However, we may be subject to claims that were not discharged in the bankruptcy proceedings, if any. To the extent any pre-bankruptcy liability still remains, the ultimate resolution of such claims and other obligations may have a material adverse effect on our future operating results, profitability and financial condition. In addition, the Company has historically incurred losses and it is uncertain whether the Company may continue to incur losses in the future. As a result of the discontinued operations of the pet food business as disclosed above, if the Company is unable to successfully manage its restaurant business or acquire new business, the Company may be unable to sustain or increase its profitability in the future. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 17 – Subsequent Events The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to December 31, 2023 to the date these audited consolidated financial statements were issued, and has determined that it does not have any material events to disclose. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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. |
Discontinued operations | Discontinued operations 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 Tiandihui and it entered into bankruptcy proceedings. On December 27, 2023, the court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings werecompleted. As a result, Tiandihui has been fully disposed as of December 31, 2023. A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. In the consolidated statements of operations and comprehensive loss, result from discontinued operations is reported separately from the income and expenses from continuing operations and prior periods are presented on a comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations (see Note 4) |
Reclassifications | Reclassifications In connection with the discontinued operations of a business, certain prior-year amounts have been reclassified for consistency with the current-year presentation. These reclassifications had no effect on the reported results of operations. The assets and liabilities related to the discontinued operations are classified as assets/liabilities held for sale as of December 31, 2022, while results of operations related to the discontinued operations, including comparatives, were reported as losses from discontinued operations for the years ended December 31, 2023, 2022 and 2021. Certain prior-year balance sheet accounts have been reclassified to conform to the current-year presentation. |
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, 2023, our revenue from the restaurant business segment only slightly increased by approximately $0.08 million as compared to 2022 and we reported a net loss of approximately $23.63 million and cash flows provided by operating activities of approximately $2.49 million in 2023. We discontinued our petfood business during the first quarter of 2023 and we fully disposed of Tiandihui in December 2023 as a result of the completion of the bankruptcy proceeding, and currently our revenue is substantially generated from the restaurant business segment. Our business turnaround depends, in part, on our ability to successfully introduce manage and acquire new restaurants. If we are not able to effectively manage and acquire new restaurants that successfully generate revenue, we may not be able to grow and maintain our business as anticipated, and our sales may decline and our future business, financial condition and results of operations may be materially adversely affected. 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. |
Concentration of Credit Risk | Our business turnaround depends, in part, on our ability to successfully introduce manage and acquire new restaurants. |
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 Beijing Wenxin, Qingdao Chihong, Tiandihui, Tiandihui Pet Foodstuffs, Tiandihui Foodstuffs Sales and Chongai Jiujiu is Renminbi (“RMB”). The functional currency of TDH Group BVBA is Euro (“€”). 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, 2023 7.0827 7.0467 Year ended December 31, 2022 6.9646 6.7261 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, 2023 0.9012 0.9153 Year ended December 31, 2022 0.9383 0.9485 |
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. |
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 Tiandihui’s bankruptcy proceedings as of December 31, 2022. Restricted cash amounted to $1,289,051 and was included in “current assets held for sales associated with discontinued operation of Tiandihui” as of December 31, 2022. As a result of the completion of Tiandihui’s bankruptcy proceedings, there was no such balance as of December 31, 2023 (see Note 4). |
Short-term Investments | Short-term Investments Starting March 2020 and throughout the years ended December 31, 2021, 2022 and 2023, 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, 2023, the asset management company is entitled to 25% of total realized gain if certain condition is met. 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. Changes in fair value, including realized gain of approximately $0.44 million and unrealized loss of approximately $3.08 million for the year ended December 31, 2023. Changes in fair value, including realized gain of approximately $4.19 million and unrealized gain of approximately $0.03 million for the year ended December 31, 2022. Changes in fair value, including realized gain of approximately $0.07 million and unrealized gain of approximately $0.5 million for the year ended December 31, 2021, which were included in “investment income” in the accompanying consolidated statements of operations and comprehensive loss. |
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, 2023 and 2022, 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. |
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 Electronic equipment 5 - 10 years Office equipment 5 - 10 years Leasehold improvement Shorter of the lease term or estimated useful life Buildings 20 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 $1,954, $6,833 and $217,257 for the years ended December 31, 2023, 2022 and 2021, 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 $0, $0 and $335,570 for the years ended December 31, 2023, 2022 and 2021, respectively. 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, 2023 and 2022 and indicates the fair value hierarchy of the valuation. Quoted Significant Significant Total Publicly listed equity securities As of December 31, 2023 $ 13,317,882 - - 13,317,882 As of December 31, 2022 $ 9,922,366 - - 9,922,366 |
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, 2023 and 2022. See Note 15 for further discussion. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (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. There were no diluted shares for the years ended December 31, 2023, 2022 and 2021. |
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 petfood 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 million for the years ended December 31, 2023, 2022 and 2021, 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 14 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, 2023 and 2022, the Company recorded contract liabilities of $4,045 and $11,024, respectively, which were presented as advances from customers on the accompanying consolidated balance sheets. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $6,979, $6,970 and $163,074 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 $475, $1,828 and $4,864 for the years ended December 31, 2023, 2022 and 2021, respectively. Advertising costs amounted to $90,637, $93,197 and $22,019 for the years ended December 31, 2023, 2022 and 2021, 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 Income (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. |
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, 2023 (see Note 14). |
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, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Exchange Rates Used to Translate Amounts in USD | 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, 2023 7.0827 7.0467 Year ended December 31, 2022 6.9646 6.7261 Period Covered Balance Average Year ended December 31, 2023 0.9012 0.9153 Year ended December 31, 2022 0.9383 0.9485 |
Schedule of Property and Equipment Estimated Useful Lives | 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 Electronic equipment 5 - 10 years Office equipment 5 - 10 years Leasehold improvement Shorter of the lease term or estimated useful life Buildings 20 years |
Schedule of Assets Measured at Fair Value | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation. Quoted Significant Significant Total Publicly listed equity securities As of December 31, 2023 $ 13,317,882 - - 13,317,882 As of December 31, 2022 $ 9,922,366 - - 9,922,366 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of revenue and net loss | The amounts of revenue and net income (loss) of Far Ling’s Inc. and Bo Ling’s Chinese Restaurant, Inc. as included in the Company’s consolidated statement of operations for the years ended December 31, 2023 , 2022 and 2021 are as follows: For the For the From Net revenue $ 3,175,055 $ 3,074,007 $ 606,463 Net income (loss) $ -10,905 $ 104,720 $ -1,215,613 |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Discontinued Operations | The results of discontinued operations for years ended December 31, 2023, 2022 and 2021 are as follows: For the Years Ended December 31, 2023 2022 2021 Revenue $ - $ 159 $ 10,794 Cost of revenues - (5,260 ) (342,496 ) Gross profit - (5,101 ) (331,02 ) Operating expenses (138,263 ) (140,073 ) (621,760 ) (Loss) income from discontinued operations (138,263 ) (145,174 ) (953,462 ) Other income (expense), net (14,957,284 ) (193,880 ) (1,692,369 ) (Loss) income before tax (15,095,547 ) (339,054 ) (2,645,831 ) Net (loss) income from discontinued operations $ (15,095,547 ) $ (339,054 ) $ (2,645,831 ) |
Accounts Receivable, Net and _2
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: December 31, December 31, Accounts receivable $ 11,369 $ 58,739 Less: Allowance for credit losses (6,408 ) (29,421 ) Accounts receivable, net $ 4,961 $ 29,318 |
Schedule of Allowance for Credit Losses | The changes in allowance for credit losses consisted of the following: For the Years Ended December 31, 2023 2022 2021 Balance, beginning of the year $ 29,421 $ 19,221 $ 16,656 Provision for credit losses (22,782 ) 11,642 2,168 Write-off uncollectable accounts receivable - - - Translation adjustment (231 ) (1,442 ) 397 Balance, end of the year $ 6,408 $ 29,421 $ 19,221 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | As of December 31, 2023 and 2022, inventories consisted of the following: December 31, December 31, Raw materials $ 26,413 $ 27,069 Work in process - - Finished goods - 43,707 Total 26,413 70,776 Inventory write-down (26,413 ) (69,789 ) Translation adjustments - - Inventories, net $ - $ 987 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property, Plant and Equipment | As of December 31, 2023 and 2022, property, plant and equipment consisted of the following: December 31, December 31, 2023 2022 Machinery equipment $ 3,550 $ 7,524 Electronic equipment 17,784 Office equipment 16,854 6,088 Leasehold improvement 13,743 Buildings 735,795 735,795 Total property, plant and equipment 769,924 767,190 Less: accumulated depreciation (87,288 ) (62,547 ) Less: impairment loss - (6,599 ) Translation adjustments - - Property, plant and equipment, net $ 682,636 $ 698,044 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets [Abstract] | |
Schedule of intangible assets | December 31, December 31, Intangible assets- brand name $ 533,816 $ 535,815 Accumulated amortization (107,500 ) (53,975 ) Intangible assets, net $ 426,316 $ 481,840 |
Schedule of estimated future amortization expense | Estimated future amortization expense is as follows: Years ended December 31, Amortization 2024 $ 53,290 2025 53,290 2026 53,290 2027 53,290 2028 53,290 Thereafter 159,866 $ 426,316 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities mainly consist of interest payable, wages payable and other payables. Wages payable include salaries and bonuses of employees. As of December 31, 2023 2022 Other Payables $ 196,050 $ 1,061,162 Interest Payable 3,574 - Wages Payable 112,355 151,258 Total $ 311,979 $ 1,212,420 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties had Transactions | The related parties had transactions for the years ended December 31, 2023, 2022 and 2021 consist of the following: Name of Related Party Nature of Relationship at December 31, 2023 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 CFO Yanjuan Wang Rongfeng Cui’s wife Yan Fu Former Sales Vice President Yuxiang Qi Dandan Liu’s mother Tide (Shanghai) Industrial Co. Ltd. Owned by Rongfeng Cui and Yanjuan Wang Qingdao Like Pet Supplies Co., Ltd. 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 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. Solely owned by Rongbing Cui Huangdao Hanyinhe Software Development Center Co., Ltd. Solely owned by Xiaomei Wang 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 to Related Parties | Due to related parties consisted of the following: December 31, December 31, 2023 2022 Dandan Liu 1,963,457 - Rongfeng Cui - 33,624 Feng Zhang - 22,123 Products Inc. 19,973 - Total $ 1,983,430 $ 55,747 |
Schedule of Short Term Loans from Related Parties | Short-term loans from related parties December 31, December 31, 2023 2022 Rongfeng Cui $ 277,408 $ 266,451 Total $ 277,408 $ 266,451 |
Schedule of Accounts Payable to Related Parties | Accounts payable to related parties December 31, December 31, 2023 2022 Richard Ng $ - $ 1,033 Total $ - $ 1,033 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Reconciliations of the Statutory Income Tax Rate | 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, 2023 2022 2021 United states income tax rate 21.00 % 21.00 % 21.00 % HK statutory income tax rate 16.50 % 16.50 % 16.50 % PRC statutory income tax rate difference 0.00 % 8.50 % 8.50 % Effect of additional deduction on R&D expense and salary for disabled workers 0.00 % 0.00 % 0.00 % Effect of expenses not deductible for tax purposes 0.00 % -17.41 % -17.38 % Valuation allowance recognized with respect to the loss in subsidiaries -37.50 % -28.59 % -28.52 % Other -0.00 % 0.00 % -0.10 % Total - % - % - % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities as of December 31, 2023 and 2022 are composed of the following: As of 2023 2022 Deferred tax assets, non-current Net operating loss carrying forward $ - $ 6,356,742 Total deferred tax assets Valuation allowance - (6,356,742 ) Total deferred tax assets $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity [Abstract] | |
Schedule of Stock Price Volatility, Expected Life, Risk-Free Interest Rate and Dividend Yield | The fair value of the warrants were estimated using the following assumptions: July 11, Exercise price $ 2.44 Stock Price $ 1.28 Term (in years) 4.04 Volatility 115.59% -166.99 % Risk-free interest rate 4.52 % Dividend yield 0 |
Schedule of Investor Warrants Activities | The following table summarizes the investor warrants activities for the years ended December 31, 2023, 2022 and 2021 was as follows: Number of Weighted Weighted Outstanding, December 31, 2020 - - - Granted 50,000,000 $ 34.20 2.00 Exercised (30,560,000 ) 34.20 1.87 Exercisable, December 31, 2021 19,440,000 $ 32.60 1.75 Granted 4,000,000 2.44 2.00 Exercised (19,440,000 ) 32.60 0.75 Outstanding, December 31, 2022 4,000,000 $ 2.44 1.68 Outstanding, December 31, 2023 4,000,000 $ 2.44 3.57 Exercisable, December 31, 2023 4,000,000 $ 2.44 3.57 |
Concentrations of Credit Risk_2
Concentrations of Credit Risk and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Suppliers [Member] | |
Concentrations of Credit Risk and Major Customers (Tables) [Line Items] | |
Schedule of Customers and Suppliers | For the years ended December 31, 2022, 2021 and 2020, suppliers accounting for 10% or more of the Company’s purchase were as follows: For the Years Ended December 31, Supplier 2023 2022 2021 Supplier D * % * % * % Supplier E * % * % * % Supplier F * % * % * % Supplier G * % * % 35.57 % Supplier H 28.24 % 28.29 % * % Supplier I 26.58 % 20.37 % * % Supplier J 22.81 % 18.61 % * % Supplier K 15.98 % 15.69 % * % * Less than 10% |
Segment and Revenue Analysis (T
Segment and Revenue Analysis (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Revenue Analysis [Abstract] | |
Schedule of Entity-Wide Disclosures Relating to Revenues | For the year ended December 31, 2023 Petfood Restaurant Total Revenue from continuing operations $ 754 $ 3,175,055 $ 3,175,809 Net (loss) income from continuing operations $ (8,525,064 ) (10,905 ) $ (8,535,969 ) Net loss from discontinued operations $ (15,095,547 ) - $ (15,095,547 ) Total Net (loss) income $ (23,620,611 ) $ (10,905 ) $ (23,631,516 ) Depreciation and amortization $ 74,056 $ 4,210 $ 78,266 Total assets $ 27,591,002 $ 1,310,395 $ 28,901,397 For the year ended December 31, 2022 Petfood Restaurant Total Revenue from continuing operations $ 24,726 $ 3,074,007 $ 3,098,733 Net (loss) income from continuing operations $ 1,089,347 104,720 $ 1,194,067 Net loss from discontinued operations $ (339,054 ) - $ (339,054 ) Total Net income $ 750,293 $ 104,720 $ 855,013 Depreciation and amortization $ 62,164 $ 54,358 $ 116,522 Total assets $ 34,480,238 $ 1,502,768 $ 36,513,397 For the year ended December 31, 2021 Petfood Restaurant Total Revenue from continuing operations $ 474,632 $ 606,463 $ 1,081,095 Net loss from continuing operations $ (2,854,514 ) $ (1,215,613 ) $ (4,070,127 ) Net loss from discontinued operations $ (2,645,831 ) $ - $ (2,645,831 ) Total Net loss $ (5,500,345 ) $ (1,215,613 ) $ (6,715,958 ) Depreciation and amortization $ 395,094 $ 13,646 $ 408,740 Total assets $ 26,969,867 $ 5,078,090 $ 32,047,957 |
Schedule of Net Revenues Generated from Different Reportable Segment | For the Years Ended December 31, 2023 2022 2021 Overseas sales $ - - 134,896 Domestic sales 754 25,849 308,267 Electronic commerce - - 34,590 Restaurant revenue 3,175,055 3,074,007 606,463 Less: Sale tax and addition - (1,123 ) (3,121 ) Total net revenue from continuing operations $ 3,175,809 3,098,733 1,081,095 For the Years Ended December 31, 2023 2022 2021 Pet chews $ - 8,367 46,112 Dried pet snacks - 8,005 293,325 Wet canned petfood - 1,290 10,760 Dental health snacks - 550 6,127 Baked pet biscuits - - - Restaurant revenue 3,175,055 3,074,007 606,463 Others 754 7,637 121,429 Less: Sales tax and addition - (1,123 ) (3,121 ) Total net revenue from continuing operations $ 3,175,809 3,098,733 1,081,095 For the Years Ended December 31, 2023 2022 2021 South Korea $ - - 37,320 China 754 25,849 342,857 United Kingdom - - - Germany - - - U.S. 3,175,055 3,074,007 606,463 Other countries - - 97,576 Less: Sales tax and addition - (1,123 ) (3,121 ) Total net revenue from continuing operations $ 3,175,809 3,098,733 1,081,095 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Years Ended December 31, 2023 2022 2021 Operating lease cost $ 212,480 $ 214,959 $ 85,481 Short-term lease costs - - - Total lease cost $ 212,480 $ 214,959 $ 85,481 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 240,000 $ 42,484 $ 10,075 Weighted-average remaining lease term 3.0 years 4.0 years 14.2 years Weighted-average discount rate 3.50 % 3.50 % 3.75 % |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: As of December 31, 2023 2022 Operating lease right-of-use assets $ 571,168 $ 783,658 Total lease right-of-use assets 571,168 783,658 Operating lease liabilities, current 219,917 212,814 Operating lease liabilities, non-current 463,196 683,113 Total operating lease liabilities $ 683,113 $ 895,927 |
Schedule of Maturity of our Operating Lease Liabilities | The following table summarizes the maturity of our operating lease liabilities as of December 31, 2023: 2024 240,000 2025 240,000 2026 240,000 Total 720,000 Less imputed interest (36,887 ) Total operating lease liabilities $ 683,113 |
Organization (Details)
Organization (Details) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 19, 2016 USD ($) | Jul. 19, 2016 CNY (¥) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Jun. 04, 2021 | Aug. 24, 2020 | Sep. 09, 2016 | Feb. 21, 2016 | |
Organization [Line Items] | |||||||||
Equity interest | 100% | ||||||||
TDH Holdings, Inc [Member] | |||||||||
Organization [Line Items] | |||||||||
Equity interest | 0.01% | 99.99% | 99% | ||||||
TDH Petfood LLC [Member] | |||||||||
Organization [Line Items] | |||||||||
Equity interest | 1% | ||||||||
Consideration of business acquisition | $ 100 | ||||||||
TDH HK [Member] | |||||||||
Organization [Line Items] | |||||||||
Equity interest | 100% | ||||||||
Tiandihui [Member] | |||||||||
Organization [Line Items] | |||||||||
Equity interest | 100% | 100% | |||||||
Consideration of business acquisition | $ 87,849 | ¥ 610,000 | |||||||
TDH Foods Limited [Member] | |||||||||
Organization [Line Items] | |||||||||
Equity interest | 100% | ||||||||
Far Ling’s Inc. [Member] | |||||||||
Organization [Line Items] | |||||||||
Equity interest | 51% | ||||||||
Bo Ling’s Chinese Restaurant, Inc. [Member] | |||||||||
Organization [Line Items] | |||||||||
Equity interest | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Feb. 21, 2016 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Incurred net loss | $ 80,000 | ||||
Cash flows provided by operating activities | 23,630,000 | ||||
Cash flows from operating activities | $ 2,490,000 | ||||
Restricted cash amount | $ 1,289,051 | ||||
Realized gain percentage | 25% | ||||
Realized gain | $ 440,000 | 4,190,000 | |||
Unrealized loss | 3,080,000 | $ 30,000 | |||
Gross realized gain | $ 70,000 | ||||
Unrealized gain | 500,000 | ||||
Non-controlling interest percentage | 49% | ||||
Impairment loss on long-lived assets other | 1,954 | $ 6,833 | 217,257 | ||
Impairment loss on goodwill | $ 0 | 0 | 335,570 | ||
Non-controlling interest percentage | 100% | ||||
Number of sources generated revenue | 2 | ||||
Allowance for sales revenue | $ 0 | 0 | 0 | ||
Contract liabilities | 4,045 | 11,024 | |||
Contract liabilities as revenue | 6,979 | 6,970 | 163,074 | ||
Shipping and handling expenses | 475 | 1,828 | 4,864 | ||
Advertising costs | $ 90,637 | $ 93,197 | $ 22,019 | ||
Number of segments | 2 | ||||
Far Ling’s Inc. [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Non-controlling interest percentage | 49% | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Non-controlling interest percentage | 20% | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Non-controlling interest percentage | 50% | ||||
Business Combination [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Business combination equity interests acquired percentage | 51% | ||||
Bo Ling’s Chinese Restaurant, Inc. [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Business combination equity interests acquired percentage | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rates Used to Translate Amounts in USD | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 7.0827 | 6.9646 |
Average Rates | 7.0467 | 6.7261 |
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 | 0.9012 | 0.9383 |
Average Rates | 0.9153 | 0.9485 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment Estimated Useful Lives | 12 Months Ended |
Dec. 31, 2023 | |
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 |
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 |
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] | |
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment Estimated Useful Lives [Line Items] | |
Estimated useful lives | 20 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Assets Measured at Fair Value - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Publicly listed equity securities | ||
Publicly listed equity securities | $ 13,317,882 | $ 9,922,366 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Publicly listed equity securities | ||
Publicly listed equity securities | 13,317,882 | 9,922,366 |
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 | |
Oct. 31, 2021 | Dec. 31, 2023 | |
Far Ling’s Inc. [Member] | ||
Business Combination [Line Items] | ||
Company equity interest | 51% | |
Bo Ling’s Chinese Restaurants, Inc.[Member] | ||
Business Combination [Line Items] | ||
Company equity interest | 100% | |
Far Ling’s Inc. [Member] | ||
Business Combination [Line Items] | ||
Equity interest | 51% | |
Total cash consideration | $ 850,000 | |
Bo Ling’s Chinese Restaurants, Inc.[Member] | ||
Business Combination [Line Items] | ||
Equity interest | 100% | |
Total cash consideration | $ 170,000 | |
Intangible assets | $ 532,895 | |
Good will | $ 355,570 |
Business Combination (Details)
Business Combination (Details) - Schedule of revenue and net loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of revenue and net loss [Abstract] | |||
Net Revenue | $ 3,175,055 | $ 3,074,007 | $ 606,463 |
Net income (loss) | $ (10,905) | $ 104,720 | $ (1,215,613) |
Discontinued Operation (Details
Discontinued Operation (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Discontinued Operations [Abstract] | |
Short-term bank loans | $ 4,986,206 |
Disposition amount | $ 15,095,547 |
Discontinued Operation (Detai_2
Discontinued Operation (Details) - Schedule of Discontinued Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Discontinued Operations [Abstract] | |||
Revenue | $ 159 | $ 10,794 | |
Cost of revenues | (5,260) | (342,496) | |
Gross profit | (5,101) | (33,102) | |
Operating expenses | (138,263) | (140,073) | (621,760) |
(Loss) income from discontinued operations | (138,263) | (145,174) | (953,462) |
Other income (expense), net | (14,957,284) | (193,880) | (1,692,369) |
(Loss) income before tax | (15,095,547) | (339,054) | (2,645,831) |
Net (loss) income from discontinued operations | $ (15,095,547) | $ (339,054) | $ (2,645,831) |
Accounts Receivable, Net and _3
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net (Details) - Schedule of Accounts Receivable, Net - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Accounts Receivable, Net [Abstract] | ||||
Accounts receivable | $ 11,369 | $ 58,739 | ||
Less: Allowance for credit losses | (6,408) | (29,421) | $ (19,221) | $ (16,656) |
Accounts receivable, net | $ 4,961 | $ 29,318 |
Accounts Receivable, Net and _4
Accounts Receivable, Net and Accounts Receivable-Related Parties, Net (Details) - Schedule of Allowance for Credit Losses - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Allowance for Credit Losses [Abstract] | |||
Balance, beginning of the year | $ 29,421 | $ 19,221 | $ 16,656 |
Provision for credit losses | (22,782) | 11,642 | 2,168 |
Write-off uncollectable accounts receivable | |||
Translation adjustment | (231) | (1,442) | 397 |
Balance, end of the year | $ 6,408 | $ 29,421 | $ 19,221 |
Inventories (Details)
Inventories (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories [Abstract] | |||
Write-down of potentially obsolete or slow-moving inventories | $ 0 | $ 226 | $ 216,325 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 26,413 | $ 27,069 |
Work in process | ||
Finished goods | 43,707 | |
Total | 26,413 | 70,776 |
Inventory write-down | (26,413) | (69,789) |
Translation adjustments | ||
Inventories, net | $ 987 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net [Abstract] | |||
Depreciation expense | $ 26.86 | $ 62,547 | $ 31,095 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of Property, Plant and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 769,924 | $ 767,190 |
Less: accumulated depreciation | (87,288) | (62,547) |
Less: impairment loss | (6,599) | |
Translation adjustments | ||
Property, plant and equipment, net | 682,636 | 698,044 |
Machinery equipment [Member] | ||
Schedule of Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 3,550 | 7,524 |
Electronic equipment [Member] | ||
Schedule of Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 17,784 | |
Office equipment [Member] | ||
Schedule of Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 16,854 | 6,088 |
Leasehold improvement [Member] | ||
Schedule of Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 13,743 | |
Buildings [Member] | ||
Schedule of Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 735,795 | $ 735,795 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets [Abstract] | |||
Amortization expense | $ 55,524 | $ 34,507 | $ 28,253 |
Intangible assets (Details) - S
Intangible assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of intangible assets [Abstract] | ||
Intangible assets- brand name | $ 533,816 | $ 535,815 |
Accumulated amortization | (107,500) | (53,975) |
Intangible assets, net | $ 426,316 | $ 481,840 |
Intangible assets (Details) -_2
Intangible assets (Details) - Schedule of estimated future amortization expense - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Estimated Future Amortization Expense [Abstract] | ||
2024 | $ 53,290 | |
2025 | 53,290 | |
2026 | 53,290 | |
2027 | 53,290 | |
2028 | 53,290 | |
Thereafter | 159,866 | |
Total | $ 426,316 | $ 481,840 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of Other Current Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Liabilities [Abstract] | ||
Other Payables | $ 196,050 | $ 1,061,162 |
Interest Payable | 3,574 | |
Wages Payable | 112,355 | 151,258 |
Total | $ 311,979 | $ 1,212,420 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 EUR (€) | Mar. 31, 2019 USD ($) | Mar. 31, 2019 CNY (¥) | Jun. 30, 2018 | May 31, 2018 USD ($) | May 31, 2018 CNY (¥) | Mar. 31, 2018 USD ($) | Mar. 31, 2018 EUR (€) | |
Related Party Transactions [Line Items] | ||||||||||||||||||
Aggregate amount | $ 11,500 | $ 69,000 | $ 69,000 | € 10,000 | € 60,000 | € 60,000 | $ 69,000 | € 60,000 | $ 69,000 | € 60,000 | $ 288,000 | € 250,000 | ||||||
Interest rate | 15% | |||||||||||||||||
Past due interest rate | 24% | 24% | 24% | |||||||||||||||
Interest outstanding | 69,566 | |||||||||||||||||
Interest expenses | $ 0 | $ 0 | $ 29,581 | |||||||||||||||
Minimum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Interest rate | 3% | 3% | ||||||||||||||||
Maturity date | January 2019 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Interest rate | 15% | 15% | ||||||||||||||||
Maturity date | May 2019 | |||||||||||||||||
Dandan Liu [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | $ 539,000 | ¥ 3,484,500 | ||||||||||||||||
Dandan Liu [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | $ 466,000 | ¥ 3,000,000 | ||||||||||||||||
Dandan Liu [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | $ 471,000 | ¥ 3,030,000 | ||||||||||||||||
Yuxiang Qi [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | $ 13,284 | ¥ 94,270 | ||||||||||||||||
Yuxiang Qi [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | $ 13,284 | |||||||||||||||||
Yuxiang Qi [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | ¥ | ¥ 94,270 | |||||||||||||||||
Yuxiang Qi [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | 462,000 | 3,000,000 | ||||||||||||||||
Maturity date | December 2018 | |||||||||||||||||
Yuxiang Qi [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||
Principal amount | $ 522,000 | ¥ 3,405,000 | ||||||||||||||||
Maturity date | May 2019 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Related Parties had Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Dandan Liu [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Chairman of the Board, Shareholder, Chief Executive Officer (“CEO”) |
Rongfeng Cui [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | 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] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Former Chief Financial Officer (“CFO”), Rongfeng Cui’s brother |
Feng Zhang [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | CFO |
Yanjuan Wang [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Rongfeng Cui’s wife |
Yan Fu [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Former Sales Vice President |
Yuxiang Qi [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Dandan Liu’s mother |
Tide (Shanghai) Industrial Co. Ltd. (“Tide”) [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Owned by Rongfeng Cui and Yanjuan Wang |
Qingdao Like Pet Supplies Co., Ltd. (“Like”) [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | 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] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Owned by Rongfeng Cui and Yanjuan Wang |
Huangdao Ding Ge Zhuang Kangkang Family Farm (“Kangkang Family Farm”) [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Controlled by Rongfeng Cui’s father |
TDH Group BVBA [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | 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] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | 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] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Solely owned by Rongbing Cui |
Huangdao Hanyinhe Software Development Center Co., Ltd. (“Hanyinhe”) [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Solely owned by Xiaomei Wang |
Beijing Quanmin Chongai Information Technology Co., Ltd. (“Quanmin Chongai”) [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Rongbing Cui serves as supervisor of Quanmin Chongai |
LAI LINGS LENEXA [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Raymond Ng is the son of Richard Ng |
Products Inc. [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Owned by Richard Ng |
Bo Lings at Zona Rosa in the Northland [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Owned by Richard Ng |
Richard Ng [Member] | |
Schedule of Related Parties had Transactions [Line Items] | |
Name of Related Party | Richard owns 49% control of Far Ling’s Inc. |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Due to Related Parties - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Due to Related Parties [Line Items] | ||
Due to related parties | $ 1,983,430 | $ 55,747 |
Dandan Liu [Member] | ||
Schedule of Due to Related Parties [Line Items] | ||
Due to related parties | 1,963,457 | |
Rongfeng Cui [Member] | ||
Schedule of Due to Related Parties [Line Items] | ||
Due to related parties | 33,624 | |
Feng Zhang [Member] | ||
Schedule of Due to Related Parties [Line Items] | ||
Due to related parties | 22,123 | |
Products Inc. [Member] | ||
Schedule of Due to Related Parties [Line Items] | ||
Due to related parties | $ 19,973 |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of Short Term Loans from Related Parties - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Short Term Loans from Related Parties [Line Items] | ||
Short-term loans from related parties | $ 277,408 | $ 266,451 |
Rongfeng Cui [Member] | ||
Schedule of Short Term Loans from Related Parties [Line Items] | ||
Short-term loans from related parties | $ 277,408 | $ 266,451 |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of Accounts Payable to Related Parties - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Payable to Related Parties [Line Items] | ||
Accounts payable to related parties | $ 1,033 | |
Richard Ng [Member] | ||
Schedule of Accounts Payable to Related Parties [Line Items] | ||
Accounts payable to related parties | $ 1,033 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |||
Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||||
Federal income tax at a statutory rate | 0% | 8.50% | 8.50% | |
Enterprise income tax rate, percentage | 25% | |||
Hong Kong [Member] | ||||
Income Taxes [Line Items] | ||||
TDH Percentage | 16.50% | |||
United State [Member] | ||||
Income Taxes [Line Items] | ||||
Federal income tax at a statutory rate | 21% | |||
TDH Group BVBA [Member] | ||||
Income Taxes [Line Items] | ||||
TDH Percentage | 29.58% | |||
TDH Group BVBA [Member] | TDH Income [Member] | United State [Member] | ||||
Income Taxes [Line Items] | ||||
Federal income tax at a statutory rate | 21% | |||
Far Ling’s Inc. [Member] | United State [Member] | ||||
Income Taxes [Line Items] | ||||
Percentage of equity interests | 51% | |||
Bo Ling’s Chinese Restaurant, Inc. [Member] | United State [Member] | ||||
Income Taxes [Line Items] | ||||
Percentage of equity interests | 100% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Reconciliations of the Statutory Income Tax Rate | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliations of the Statutory Income Tax Rate [Abstract] | |||
United states income tax rate | 21% | 21% | 21% |
HK statutory income tax rate | 16.50% | 16.50% | 16.50% |
PRC statutory income tax rate difference | 0% | 8.50% | 8.50% |
Effect of additional deduction on R&D expense and salary for disabled workers | 0% | 0% | 0% |
Effect of expenses not deductible for tax purposes | 0% | (17.41%) | (17.38%) |
Valuation allowance recognized with respect to the loss in subsidiaries | (37.50%) | (28.59%) | (28.52%) |
Other | 0% | 0% | (0.10%) |
Total |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets, non-current | ||
Net operating loss carrying forward | $ 6,356,742 | |
Total deferred tax assets | ||
Valuation allowance | (6,356,742) | |
Total deferred tax assets |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |||||||
Jul. 26, 2022 | Jun. 14, 2022 | Nov. 03, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity [Line Items] | ||||||||
Stock issued sale of shares | 455,000 | |||||||
Cash proceeds (in Dollars) | $ 2,730,000 | $ 6,017,781 | $ 20,222,188 | |||||
Issuance of common shares | 750,000 | 500,000 | ||||||
Shares issued, price share (in Dollars per share) | $ 12.8 | $ 17.8 | ||||||
Net proceeds (in Dollars) | $ 6,017,781 | $ 8,900,000 | $ 8,200,000 | |||||
Issuance shares | 750,000 | 500,000 | ||||||
Warrants exercise price (in Dollars per share) | $ 2.44 | |||||||
Aggregate common shares | 4,000,000 | |||||||
Gross proceeds (in Dollars) | $ 6,040,000 | |||||||
Warrant term | 2 years | |||||||
Additional warrants | 97,200 | |||||||
Exchange for common shares | 1,104,587 | |||||||
Closing price of common shares (in Dollars) | $ 6 | |||||||
Common shares | 9.99% | |||||||
Additional stock compensation expense (in Dollars) | $ 3,040,000 | |||||||
Tax rate | 10% | |||||||
Capital percentage | 50% | |||||||
Statutory reserve amount (in Dollars) | $ 160,014 | 160,014 | ||||||
Total restricted net assets (in Dollars) | 2,900,000 | $ 14,666,369 | ||||||
Private Placement [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Warrants exercise price (in Dollars per share) | $ 2.44 | |||||||
Tiandihui [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Statutory reserve amount (in Dollars) | $ 0 | |||||||
Warrant Purchase [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Warrants exercise price (in Dollars per share) | $ 0.01 | |||||||
Investor Warrants [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Shares issued, price share (in Dollars per share) | $ 29.4 | $ 41.2 | ||||||
Aggregate purchase price | 1,000,000 | |||||||
Warrants exercise price (in Dollars per share) | $ 0.01 | |||||||
Aggregate common shares | 1,500,000 | |||||||
Warrant price (in Dollars per share) | $ 0.01 | |||||||
Jishan Sun, Zou Ventures LLC [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Issuance of common shares | 4,000,000 | |||||||
Shares issued, price share (in Dollars per share) | $ 1.5 | |||||||
Aggregate purchase price | 4,000,000 | |||||||
TDH Group BVBA [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Issuance of common shares | 2,500,000 | |||||||
Warrants exercised for cashless | 1,221,181 | |||||||
Tdh Japan [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Issued and outstanding | 1,528,000 | |||||||
Zhonghua Liu [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Cash proceeds (in Dollars) | $ 0.01 | |||||||
Dandan Liu [Member] | ||||||||
Stockholders' Equity [Line Items] | ||||||||
Cash proceeds (in Dollars) | $ 6,040,000 | |||||||
Issuance of common shares | 4,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Stock Price Volatility, Expected Life, Risk-Free Interest Rate and Dividend Yield | Jul. 11, 2023 USD ($) $ / shares |
Stockholders' Equity (Details) - Schedule of Stock Price Volatility, Expected Life, Risk-Free Interest Rate and Dividend Yield [Line Items] | |
Exercise price (in Dollars per share) | $ 2.44 |
Stock Price (in Dollars per share) | $ 1.28 |
Term (in years) | 4 years 14 days |
Risk-free interest rate | 4.52% |
Dividend yield (in Dollars) | $ | $ 0 |
Minimum [Member] | |
Stockholders' Equity (Details) - Schedule of Stock Price Volatility, Expected Life, Risk-Free Interest Rate and Dividend Yield [Line Items] | |
Volatility | 115.59% |
Maximum [Member] | |
Stockholders' Equity (Details) - Schedule of Stock Price Volatility, Expected Life, Risk-Free Interest Rate and Dividend Yield [Line Items] | |
Volatility | 166.99% |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Investor Warrants Activities - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Investor Warrants Activities [Abstract] | |||
Number of Warrants, Outstanding beginning balance | 4,000,000 | ||
Weighted Average Exercise Price, Outstanding beginning balance | $ 2.44 | ||
Weighted Average Remaining Contractual Term (years), Outstanding beginning balance | |||
Number of warrants, Granted | 4,000,000 | 50,000,000 | |
Weighted Average Exercise Price, Granted | $ 2.44 | $ 34.2 | |
Weighted Average Remaining Contractual Term (years), Granted | 2 years | 2 years | |
Number of warrants, Exercised | 4,000,000 | (19,440,000) | (30,560,000) |
Weighted Average Exercise Price, Exercised | $ 2.44 | $ 32.6 | $ 34.2 |
Weighted Average Remaining Contractual Term (years), Exercised | 3 years 6 months 25 days | 9 months | 1 year 10 months 13 days |
Number of Warrants, Exercisable ending balance | 4,000,000 | ||
Weighted Average Exercise Price, Outstanding ending balance | $ 2.44 | ||
Weighted Average Remaining Contractual Term (years), Outstanding ending balance | 3 years 6 months 25 days | ||
Number of Warrants, Outstanding ending balance | 4,000,000 | ||
Weighted Average Exercise Price, Outstanding ending balance | $ 2.44 | ||
Weighted Average Remaining Contractual Term (years), Outstanding ending balance | 1 year 8 months 4 days | ||
Number of Warrants, Exercisable beginning balance | 19,440,000 | ||
Weighted Average Exercise Price, Outstanding beginning balance | $ 32.6 | ||
Weighted Average Remaining Contractual Term (years), Outstanding beginning balance | 1 year 9 months |
Concentrations of Credit Risk_3
Concentrations of Credit Risk and Major Customers (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Supplier G [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |
Concentrations of Credit Risk and Major Customers (Details) [Line Items] | |
Concentration risk percentage | 39.87% |
Concentrations of Credit Risk_4
Concentrations of Credit Risk and Major Customers (Details) - Schedule of Customers and Suppliers - Accounts Payable [Member] - Supplier Concentration Risk [Member] | 12 Months Ended | ||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Supplier D [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | [1] | ||||||
Supplier E [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | [1] | ||||||
Supplier F [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | [1] | ||||||
Supplier G [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | [1] | [1] | 35.57% | ||||
Supplier H [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 28.24% | 28.29% | [1] | ||||
Supplier I [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 26.58% | 20.37% | [1] | ||||
Supplier J [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 22.81% | 18.61% | [1] | ||||
Supplier K [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 15.98% | 15.69% | [1] | ||||
[1] Less than 10% |
Segment and Revenue Analysis (D
Segment and Revenue Analysis (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Revenue Analysis [Abstract] | |
Number of operating segments | 2 |
Percentage of total revenue | 10% |
Segment and Revenue Analysis _2
Segment and Revenue Analysis (Details) - Schedule of Entity-Wide Disclosures Relating to Revenues - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of entity-wide disclosures relating to revenues [Line Items] | |||
Revenue from continuing operations | $ 3,175,809 | $ 3,098,733 | $ 1,081,095 |
Net (loss) income from continuing operations | (8,535,969) | 1,194,067 | (4,070,127) |
Net loss from discontinued operations | (15,095,547) | (339,054) | (2,645,831) |
Total Net (loss) income | (23,631,516) | 855,013 | (6,715,958) |
Depreciation and amortization | 78,266 | 116,522 | 408,740 |
Total assets | 28,901,397 | 36,513,397 | 32,047,957 |
Petfood sales [Member] | |||
Schedule of entity-wide disclosures relating to revenues [Line Items] | |||
Revenue from continuing operations | 754 | 24,726 | 474,632 |
Net (loss) income from continuing operations | (8,525,064) | 1,089,347 | (2,854,514) |
Net loss from discontinued operations | (15,095,547) | (339,054) | (2,645,831) |
Total Net (loss) income | (23,620,611) | 750,293 | (5,500,345) |
Depreciation and amortization | 74,056 | 62,164 | 395,094 |
Total assets | 27,591,002 | 34,480,238 | 26,969,867 |
Restaurant business [Member] | |||
Schedule of entity-wide disclosures relating to revenues [Line Items] | |||
Revenue from continuing operations | 3,175,055 | 3,074,007 | 606,463 |
Net (loss) income from continuing operations | (10,905) | 104,720 | (1,215,613) |
Net loss from discontinued operations | |||
Total Net (loss) income | (10,905) | 104,720 | (1,215,613) |
Depreciation and amortization | 4,210 | 54,358 | 13,646 |
Total assets | $ 1,310,395 | $ 1,502,768 | $ 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Less: Sale tax and addition | $ (1,123) | $ (3,121) | |
Total net revenue from continuing operations | 3,175,809 | 3,098,733 | 1,081,095 |
Overseas sales [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 134,896 | ||
Domestic sales [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 754 | 25,849 | 308,267 |
Electronic commerce [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 34,590 | ||
Restaurant revenue [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 3,175,055 | 3,074,007 | 606,463 |
Pet chews [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 8,367 | 46,112 | |
Dried pet snacks [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 8,005 | 293,325 | |
Wet canned pet food [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 1,290 | 10,760 | |
Dental health snacks [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 550 | 6,127 | |
Baked pet biscuits [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | |||
Others [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 754 | 7,637 | 121,429 |
South Korea [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 37,320 | ||
China [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 754 | 25,849 | 342,857 |
United Kingdom [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | |||
Germany [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | |||
U.S. [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | 3,175,055 | 3,074,007 | 606,463 |
Other countries [Member] | |||
Schedule of Net Revenues Generated from Different Reportable Segment [Line Items] | |||
Total net revenue | $ 97,576 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 12 Months Ended | ||
Jan. 01, 2022 | Dec. 31, 2023 | Oct. 06, 2010 | |
Operating leases [Line Items] | |||
Lease term | 15 years | ||
Renewed term | 10 years | ||
Lease payment | $ 20,000 | ||
Other lease | $ 60,975 | ||
Repair and maintenance | 92,686 | ||
Repair and Maintenance [Member] | |||
Operating leases [Line Items] | |||
Repair and maintenance | $ 4,680 | ||
Minimum [Member] | |||
Operating leases [Line Items] | |||
Remaining lease term | 3 years |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Components of Lease Expense - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Components of Lease Expense [Abstract] | |||
Operating lease cost | $ 212,480 | $ 214,959 | $ 85,481 |
Short-term lease costs | |||
Total lease cost | $ 212,480 | $ 214,959 | $ 85,481 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Supplemental Cash Flow Information Related to Leases - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Supplemental Cash Flow Information Related to Leases [Abstract] | |||
Operating cash flow from operating leases | $ 240,000 | $ 42,484 | $ 10,075 |
Weighted-average remaining lease term | 3 years | 4 years | 14 years 2 months 12 days |
Weighted-average discount rate | 3.50% | 3.50% | 3.75% |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Leases - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Supplemental Balance Sheet Information Related to Leases [Abstract] | ||
Operating lease right-of-use assets | $ 571,168 | $ 783,658 |
Total lease right-of-use assets | 571,168 | 783,658 |
Operating lease liabilities, current | 219,917 | 212,814 |
Operating lease liabilities, non-current | 463,196 | 683,113 |
Total operating lease liabilities | $ 683,113 | $ 895,927 |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of Maturity of our Operating Lease Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Maturity of our Operating Lease Liabilities [Abstract] | ||
2024 | $ 240,000 | |
2025 | 240,000 | |
2026 | 240,000 | |
Total | 720,000 | |
Less imputed interest | (36,887) | |
Total operating lease liabilities | $ 683,113 | $ 895,927 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||||||
Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 13, 2021 USD ($) | Mar. 13, 2021 CNY (¥) | |
Commitments and Contingencies [Line Items] | |||||||
Property, plant and equipment with net book value | $ | $ 219,404 | $ 239,670 | |||||
Land and factory buildings | $ | $ 5,098,461 | ||||||
Settlement amount (in Yuan Renminbi) | ¥ | ¥ 3,730,000 | ||||||
Qingdao Tiandihui Foodstuffs Co., Ltd. [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Land and factory buildings | ¥ | ¥ 33,140,000 | ||||||
Gaochuang [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Cash deposit | $ 43,075 | ¥ 300,000 |