Cover
Cover | Nov. 08, 2023 |
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 08, 2023 |
Current Fiscal Year End Date | --08-31 |
Entity File Number | 000-56532 |
Entity Registrant Name | PLASMA INNOVATIVE INC. |
Entity Central Index Key | 0001883835 |
Entity Tax Identification Number | 87-1918342 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 523 School House Rd. |
Entity Address, City or Town | Kennett Square |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19348 |
City Area Code | 267 |
Local Phone Number | 467-5871 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, $0.001 par value per share |
Trading Symbol | PMIN |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current Assets | ||||
Cash | $ 978,862 | $ 63,262 | $ 199,045 | |
Restricted cash | 65,626 | 69,011 | 0 | |
Accounts receivable and other receivables | 245,439 | 117,469 | 52,621 | |
Advance to suppliers | 726,581 | 116,997 | 374,417 | |
Inventory | 633,174 | 1,127,678 | 821,602 | |
Total Current Assets | 2,649,682 | 1,494,417 | 1,447,685 | |
Property, plant and equipment, net | 19,022,766 | 20,770,382 | 22,127,350 | |
Intangible assets, net | 3,052,883 | 3,245,684 | 3,599,148 | |
Value added tax receivable | 2,130,589 | 2,240,487 | 3,040,381 | |
Note receivable | 55,971 | 58,859 | 63,878 | |
Total Non-current Assets | 24,262,209 | 26,315,412 | 28,830,757 | |
Total Assets | 26,911,891 | 27,809,829 | 30,278,442 | |
Current Liabilities | ||||
Short-term bank loans | 7,306,616 | 7,248,583 | 8,810,711 | |
Account payable | 1,434,216 | 1,232,115 | 1,226,829 | |
Due to related party | 30,000 | |||
Accrued expenses and other payables | 2,569,087 | 2,803,079 | 2,429,971 | |
Deferred revenues | 1,434,574 | 1,568,398 | 1,634,078 | |
Total Current liabilities | 12,774,493 | 12,852,175 | 14,101,589 | |
Long-term payable | 1,392,393 | 1,464,214 | ||
Total non-current liabilities | 1,464,214 | |||
Total Liabilities | 14,166,886 | 14,316,389 | 14,101,589 | |
Commitments and Contingencies | [1] | |||
Stockholders Equity | ||||
Common stock, $0.001 par value, 65,000,000 authorized,10,432,800 issued and outstanding as of June 30, 2023 and December 31, 2022. | 10,433 | 10,433 | 10,433 | |
Additional paid in capital | 11,027,688 | 11,027,688 | 11,027,688 | |
Accumulated other comprehensive income (loss) | (634,861) | (148,590) | 1,119,243 | |
Accumulated deficit | (905,683) | (834,220) | (102,373) | |
Total ESG stockholders Equity | 9,497,577 | 10,055,311 | 12,054,991 | |
Noncontrolling interest | 3,247,428 | 3,438,129 | 4,121,862 | |
Total stockholders Equity | 12,745,005 | 13,493,440 | 16,176,853 | |
Total Liabilities and Stockholders Equity | $ 26,911,891 | $ 27,809,829 | $ 30,278,442 | |
[1]Refer to NOTE 12. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ESG [Member] - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 | 65,000,000 |
Common stock, shares issued | 10,432,800 | 10,432,800 | 10,432,800 |
Common stock, shares outstanding | 10,432,800 | 10,432,800 | 10,432,800 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - ESG [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 2,112,342 | $ 1,813,406 | $ 3,678,725 | $ 3,915,881 | $ 7,254,646 | $ 6,100,520 |
Cost of goods sold | 1,389,684 | 1,689,703 | 2,706,607 | 3,377,192 | 7,520,563 | 6,377,060 |
Gross profit | 722,658 | 123,703 | 972,118 | 538,689 | (265,917) | (276,540) |
Operating expenses | ||||||
Selling expense | 25,710 | 10,120 | ||||
General and administrative expense | 479,336 | 688,945 | 853,448 | 1,053,375 | 822,948 | 629,102 |
Total operating expenses | 848,658 | 639,222 | ||||
Loss from operations | 243,322 | (565,242) | 118,670 | (514,686) | (1,114,575) | (915,762) |
Non-operating income (expense) | ||||||
Interest expense | (145,535) | (135,514) | (332,129) | (322,274) | (616,102) | (877,461) |
Other Income | 82,410 | 374,319 | 117,561 | 476,625 | 748,596 | 590,263 |
Total non-operating income (expenses), net | (63,125) | 238,805 | (214,568) | 154,351 | 132,494 | (287,198) |
Income (loss) before income taxes | 180,197 | (326,437) | (95,898) | (360,335) | (982,081) | (1,202,960) |
Income taxes | ||||||
Net income (loss) | 180,197 | (326,437) | (95,898) | (360,335) | (982,081) | (1,202,960) |
Less: income (loss) attributable to noncontrolling interest | 45,914 | (83,176) | (24,435) | (91,813) | (250,234) | (306,514) |
Net income (loss) to ESG Inc. | 134,283 | (243,261) | (71,463) | (268,522) | (731,847) | (896,446) |
Other comprehensive item | ||||||
Foreign currency translation gain (loss) attributable to the Company | (529,676) | (624,139) | (634,860) | (961,386) | (1,267,833) | 693,815 |
Foreign currency translation gain (loss) attributable to noncontrolling interest | (181,107) | (213,406) | (217,073) | (328,719) | (433,499) | 237,230 |
Comprehensive loss attributable to the Company | (395,393) | (867,400) | (706,323) | (1,229,908) | (1,999,680) | (202,631) |
Comprehensive loss attributable to noncontrolling interest | $ (135,193) | $ (296,582) | $ (241,508) | $ (420,532) | $ (683,734) | $ (69,284) |
Net loss per share - basic | $ (0.04) | $ (0.08) | $ (0.07) | $ (0.12) | $ (0.19) | $ (0.02) |
Weighted average shares outstanding - basic | 10,432,802 | 10,432,800 | 10,432,800 | 10,432,800 | 10,432,800 | 10,432,800 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - ESG [Member] - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total Companys Equity [Member] | Noncontrolling Interest [Member] | Total [Member] |
Beginning balance, value at Dec. 31, 2020 | $ 10,433 | $ 11,027,688 | $ 794,073 | $ 425,428 | $ 12,257,622 | $ 4,191,146 | $ 16,448,768 |
Beginning balance, shares at Dec. 31, 2020 | 10,432,800 | ||||||
Net loss | (896,446) | (896,446) | (306,514) | (1,202,960) | |||
Foreign currency translation gain | 693,815 | 693,815 | 237,230 | 931,045 | |||
Ending balance, value at Dec. 31, 2021 | $ 10,433 | 11,027,688 | (102,373) | 1,119,243 | 12,054,991 | 4,121,862 | 16,176,853 |
Ending balance, shares at Dec. 31, 2021 | 10,432,800 | ||||||
Net loss | (25,261) | (25,261) | (8,637) | (33,898) | |||
Foreign currency translation gain | (337,247) | (337,247) | (115,312) | (452,559) | |||
Ending balance, value at Mar. 31, 2022 | $ 10,433 | 11,027,688 | (127,634) | 781,996 | 11,692,483 | 3,997,913 | 15,690,396 |
Ending balance, shares at Mar. 31, 2022 | 10,432,800 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 10,433 | 11,027,688 | (102,373) | 1,119,243 | 12,054,991 | 4,121,862 | 16,176,853 |
Beginning balance, shares at Dec. 31, 2021 | 10,432,800 | ||||||
Net loss | (731,847) | (731,847) | (250,234) | (982,081) | |||
Foreign currency translation gain | (1,267,833) | (1,267,833) | (433,499) | (1,701,332) | |||
Ending balance, value at Dec. 31, 2022 | $ 10,433 | 11,027,688 | (834,220) | (148,590) | 10,055,311 | 3,438,129 | 13,493,440 |
Ending balance, shares at Dec. 31, 2022 | 10,432,800 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 10,433 | 11,027,688 | (127,634) | 781,996 | 11,692,483 | 3,997,913 | 15,690,396 |
Beginning balance, shares at Mar. 31, 2022 | 10,432,800 | ||||||
Net loss | (243,261) | (243,261) | (83,176) | (326,437) | |||
Foreign currency translation gain | (624,139) | (624,139) | (213,406) | (837,545) | |||
Ending balance, value at Jun. 30, 2022 | $ 10,433 | 11,027,688 | (370,895) | 157,857 | 10,825,083 | 3,701,331 | 14,526,414 |
Ending balance, shares at Jun. 30, 2022 | 10,432,800 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 10,433 | 11,027,688 | (834,220) | (148,590) | 10,055,311 | 3,438,129 | 13,493,440 |
Beginning balance, shares at Dec. 31, 2022 | 10,432,800 | ||||||
Net loss | (205,746) | (205,746) | (70,349) | (276,095) | |||
Foreign currency translation gain | 43,405 | 43,405 | 14,841 | 58,246 | |||
Ending balance, value at Mar. 31, 2023 | $ 10,433 | 11,027,688 | (1,039,966) | (105,185) | 9,892,970 | 3,382,621 | 13,275,591 |
Ending balance, shares at Mar. 31, 2023 | 10,432,800 | ||||||
Net loss | 134,283 | 134,283 | 45,914 | 180,197 | |||
Foreign currency translation gain | (529,676) | (529,676) | (181,107) | (710,783) | |||
Ending balance, value at Jun. 30, 2023 | $ 10,433 | $ 11,027,688 | $ (905,683) | $ (634,861) | $ 9,497,577 | $ 3,247,428 | $ 12,745,005 |
Ending balance, shares at Jun. 30, 2023 | 10,432,800 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - ESG [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (95,898) | $ (360,335) | $ (982,081) | $ (1,202,960) |
Adjustments to reconcile loss to net cash used in operating activities: | ||||
Depreciation and amortization | 788,676 | 845,372 | 1,686,277 | 1,730,855 |
Changes in assets and liabilities: | ||||
Accounts receivable and other receivable | (140,022) | (498,586) | (70,635) | (1,632) |
Advance to suppliers | (643,092) | (51,692) | (208,812) | 453,361 |
Inventory | 459,850 | (713,099) | (379,506) | 94,880 |
Value added tax receivable | (69,160) | 110,372 | (611,585) | |
Note receivable | (62,917) | |||
Accounts payable | 274,887 | (117,303) | 104,118 | (2,930) |
Other payable | (33,776) | 214,653 | (164,667) | (402,339) |
Deferred revenue | (59,569) | 71,410 | 64,219 | (119,631) |
Net cash provided by (used in) operating activities | 551,056 | (678,740) | 159,285 | (124,898) |
Cash flows from investing activities: | ||||
Acquisition of property, plant and equipment | (25,581) | (61,055) | (63,198) | (367,623) |
Net cash used in investing activities | (25,581) | (61,055) | (63,198) | (367,623) |
Cash flows from financing activities: | ||||
Due to the related party | 30,000 | |||
Proceeds from loans | 3,319,949 | 12,657,544 | 12,766,084 | 15,032,001 |
Payment of loans payable | (2,886,912) | (12,040,103) | (12,914,527) | (14,501,232) |
Net cash provided by financing activities | 463,037 | 617,441 | (148,443) | 530,769 |
Effect of exchange rate changes on cash | (76,297) | (11,870) | (14,416) | 4,920 |
Net increase (decrease) in cash | 912,215 | (134,224) | (66,772) | 43,168 |
Cash and restricted cash at beginning of the period | 132,273 | 199,045 | 199,045 | 155,877 |
Cash and restricted cash at end of the period | 1,044,488 | 64,821 | 132,273 | 199,045 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | $ 237,447 | $ 321,241 | 712,301 | 1,220,871 |
Supplemental disclosures of non-cash investing and financing activities: | ||||
Purchases of property, plant and equipment by assuming debt | 1,499,273 | |||
Transfer of prepaid expenditure to property, plant and equipment | $ 442,272 | $ 2,187,015 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
ESG [Member] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS ESG Inc. (ESG) was incorporated in October 2022, a Nevada corporation and headquartered at Kennett Square, Pennsylvania, USA, and is a holding company without operations engaged in food production and distribution through our subsidiaries. ESG incorporated ESG China Limited as ESGs wholly owned subsidiary in Hong Kong on November 18, 2022. ESG China Limited incorporated Hainan ESG Technology Co., Ltd., a China corporation (Hainan ESG) with 100% On September 28, 2023, ESG entered into a share exchange agreement with Funan Allied United Farmer Products Co., Ltd., a China corporation incorporated in May 2017 (AUFP), and 74.52% of shareholders of AUFP, (each a Shareholder, and collectively, the Shareholders), through Hainan ESG. Pursuant to such agreement, the Shareholders exchanged their equity of AUFP to Hainan ESG for shares of common stock of ESG, and ESG has agreed to offer 10,432,800 74.52% AUFP incorporated Anhui Allied United Mushroom Technology Co., Ltd. (AUMT) in China in March 2018, to manufacture white button mushroom compost while AUFP incorporated Anhui Allied United Mushroom Co., Ltd. (AUM) in China in April, 2018, to grow fresh white button mushroom and provide mushroom growing management services. AUFP, AUMT and AUM are operating entities in China. Prior to the share exchange, Mr. Zhi Yang owned 30% 25.48% 10% 74.52% 73.15% 13.42% Since the Company is effectively controlled by the same controlling shareholders before and after the share exchange agreement, it is considered under common control. Therefore the above mentioned transactions were accounted for as a recapitalization. The reorganization has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying financial statements of the Company. Our operating subsidiaries are involved in direct white button mushroom composting, growing, food production, distribution as well as import and export of Phase III compost and mushroom related food. With the core business philosophy to develop and operate sustainable and technology-driven food businesses consistent with the principles of Environmental, Sustainable and Governance investing, we believe that the growing global demand for sustainable high quality food presents a unique opportunity to operate companies engaged in this critical area that is being paid increasing attention by global investors. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Companys working capital deficit was $ 10,124,811 11,357,758 Use of estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include allowance for doubtful accounts and advances to suppliers, the valuation of inventories, the useful lives of property, plant, and equipment and the valuation of deferred tax assets. Contingencies Certain conditions may exist as of the date the consolidated financial statements (CFS) are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Companys management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Companys CFS. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Cash and restricted cash Cash includes demand deposits with financial institutions that are highly liquid in nature. Restricted cash includes any cash that is legally restricted as to withdrawal or usage. Account receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customers payment history, its current creditworthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts was nil 0 0 Advances to suppliers, net Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices for premium quality. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company review its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts was nil and nil, respectively. Inventory Inventory is comprised primarily of raw materials, work-in-progress and finished goods. The value of inventory is determined using the weighted average method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported net of allowances. As of June 30, 2023 and December 31, 2022, inventories were $ 633,174 1,127,678 Property, plant and equipment, net Property, plant and equipment are stated at cost, less accumulated depreciation. Major repair and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Repair and maintenance costs are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated useful lives of our property, plant and equipment which generally have the following ranges: buildings and improvements: 20 5 10 3 5 Intangible assets, net Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revise estimates of useful lives or that indicate that impairment exists. All of the Companys intangible assets are subject to amortization. No impairment of intangible assets has been identified as of the balance sheet date. Intangible assets consist of land use rights, patent and purchased software. Intangible assets are stated at cost less accumulated amortization. The land purchased for industrial use has the right of use for 50 years. We amortized the right to use land in 50 years. Patent and software amortized using the straight-line method with estimated useful lives of 12 5 Impairment of long-lived assets In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its present value. Present value generally is determined using the assets expected future undiscounted cash flows or market value, if readily determinable. Assets to be disposed of are reported at the lower of the carrying amount or FV less cost to sell. For the six months and three months ended June 30, 2023 and 2022, there was no Revenue Recognition The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606). FASB ASC Topic 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation. Revenue is generated by selling fresh mushrooms to authorized distributors and wholesalers mainly in Yangzi River Delta. Contracts were signed after the communication of the price, and quantities with customers. Our sales terms generally do not allow to sell without a deposit being made and do not allow for a right of return. Usually, the deposit from the customer equals or more than the sales amount. Control of the mushrooms is transferred upon receipt or loaded in the truck of carriers at our warehouse, as determined by the specific terms of the contract. Upon transfer of control to the customer, which completes our performance obligation, revenue is recognized. Deferred revenue Deferred revenue consists primarily of government grants. Government grants (sometimes referred to as subsidies, subventions, etc.) are as assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants received relating to depreciable assets are recorded as deferred income and recognized in P/L over the life of the related assets and in the proportions in which depreciation expense on those assets is recognized. The Company recorded income when receiving a grant which constitutes compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs. Noncontrolling Interests The Company follows FASB ASC Topic 810, The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed a non-controlling interests interests in the subsidiarys equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance. AUFP and its subsidiaries, AUM and AUMT were 25.48% owned by noncontrolling interest and $ 3,247,428 3,438,129 24,435 91,813 Foreign currency translation and comprehensive income (loss) The accounts of the Companys Chinese entities are maintained in RMB and the accounts of the U.S. parent company are maintained in United States dollar (USD). The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 Foreign Currency Matters. All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, Comprehensive Income. Gains and losses resulting from foreign currency transactions are reflected in the statements of operations. The Company follows FASB ASC Topic 220-10, Comprehensive Income (loss). Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders. The exchange rates used to translate amounts in RMB to USD for the purposes of preparing the CFS were as follows: Schedule of exchange rates June 30, 2023 December 31, 2022 June 30, 2022 Period-end date USD:RMB exchange rate 7.2537 6.8979 6.6995 Average USD for the reporting period: RMB exchange rate 6.9278 6.7366 6.4784 Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) tax payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets also include the prior years net operating losses carried forward. The Company accounts for income for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net effects of temporary difference between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or not be deductible in the future. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include all adjustments necessary for the fair presentation of the Companys financial position for the periods presented. The consolidated financial statements of the Company include the financial statements of the Company and its 74.52% owned subsidiaries in China. All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. The Equity attributable to minority shareholders who own 25.48% of AUFP and its subsidiaries are non controlling interest (NCI). The NCI were $ 3,438,129 4,121,862 Going concern The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the years ended December 31, 2022 and 2021, the Company had a net loss of approximately $0.98 million 982,081 1,202,960 834,220 102,373 Historically, we have funded our operations primarily through our sale of fresh mushrooms and borrowings. Currently, all the loans are short-term borrowings. Management is working to increase long-term loans and equity investment in order to improve our capital structure. However, such additional cash resources may not be available to us on desirable terms, or at all, if and when needed by us. To enhance our ability to continue to operate, we are dedicating resources to generate recurring revenues and sustainable operating cash flows. On one side, we improved efficiency with current facilities, the revenue reached $ 3.68 2.11 18.09 The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Use of estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include allowance for doubtful accounts, advances to suppliers, valuation of inventories, useful lives of property, plant, and equipment and intangible assets. Cash and restricted cash Cash includes demand deposits with financial institutions that are highly liquid in nature. Restricted cash includes any cash that is legally restricted as to withdrawal or usage. Account receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customers payment history, its current creditworthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful. As of December 31, 2022 and 2021, allowance for doubtful accounts was nil 0 0 Advances to suppliers, net Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices for premium quality. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company review its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance. As of December 31, 2022 and 2021, advance to suppliers was $ 116,997 374,417 Inventory Inventory is comprised primarily of raw materials, work-in-progress and finished goods. The value of inventory is determined using the weighted average method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported in net of allowances. As of December 31, 2022 and 2021, inventories were $ 1,127,678 821,602 Property, plant and equipment, net Property, plant and equipment are stated at cost, less accumulated depreciation. Major repair and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Repair and maintenance costs are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated useful lives of our property, plant and equipment which generally have the following ranges: buildings and improvements: 20 5 10 3 5 Intangible assets, net Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revise estimates of useful lives or that indicate that impairment exists. All of the Companys intangible assets are subject to amortization. No impairment of intangible assets has been identified as of the balance sheet date. Intangible assets consist of land use rights, patent and purchased software. Intangible assets are stated at cost less accumulated amortization. The land purchased for industrial use has the right of use for 50 years. We amortized the right to use land in 50 years. Patent and software amortized using the straight-line method with estimated useful lives of 12 5 Impairment of long-lived assets In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its present value. Present value generally is determined using the assets expected future undiscounted cash flows or market value, if readily determinable. Assets to be disposed of are reported at the lower of the carrying amount or FV less cost to sell. For the years ended December 31, 2022 and 2021, there was no Revenue Recognition The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606). FASB ASC Topic 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation. Revenue is generated by selling fresh mushrooms to authorized distributors and wholesalers mainly in Yangzi River Delta. Contracts were signed after the communication of the price, and quantities with customers. Our sales terms generally do not allow to sell without a deposit being made and do not allow for a right of return. Usually, the deposit from the customer equals or more than the sales amount. Control of the mushrooms is transferred upon receipt or loaded in the truck of carriers at our warehouse, as determined by the specific terms of the contract. Upon transfer of control to the customer, which completes our performance obligation, revenue is recognized. Deferred revenue Deferred revenue consists primarily of government grants. Government grants (sometimes referred to as subsidies, subventions, etc.) are as assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants received relating to depreciable assets are recorded as deferred income and recognized in over the life of the related assets. The Company recorded income when receiving a grant which constitutes compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs. Noncontrolling Interests The Company follows FASB ASC Topic 810, The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed a non-controlling interests interests in the subsidiarys equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance. AUFP and its subsidiaries, AUM and AUMT were 25.48% owned by noncontrolling interest and $3,438,129 and $4,121,862 of equity were attributable to noncontrolling interest as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company had losses of $ 250,234 306,514 Concentration of credit risk The Company maintains cash in accounts with state-owned banks within the PRC. Cash in state-owned banks less than $72,486 (RMB500,000) is covered by insurance. Should any institution holding the Companys cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts. Cash denominated in RMB with a U.S. dollar equivalent of $ 132,273 199,045 Foreign currency translation and comprehensive income (loss) The accounts of the Companys Chinese entities are maintained in Chinese Yuan (RMB), and the accounts of the U.S. parent company are maintained in United States dollar (USD). The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 Foreign Currency Matters. All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, Comprehensive Income. Gains and losses resulting from foreign currency transactions are reflected in the statements of operations. The Company follows FASB ASC Topic 220-10, Comprehensive Income (loss). Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders. The exchange rates used to translate amounts in RMB to USD for the purposes of preparing the CFS were as follows: Schedule of exchange rates December 31, 2022 2021 Period-end date USD: RMB exchange rate 6.8979 6.3559 Average USD for the reporting period: RMB exchange rate 6.7366 6.4529 Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) tax payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets also include the prior years net operating losses carried forward. Contingencies Certain conditions may exist as of the date the consolidated financial statements (CFS) are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. In accordance with ASC 450, the Companys management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Companys CFS. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. |
CASH AND RESTRICTED CASH
CASH AND RESTRICTED CASH | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
CASH AND RESTRICTED CASH | NOTE 3 – CASH AND RESTRICTED CASH The cash was $ 978,862 63,262 65,626 69,011 | NOTE 3 – CASH AND RESTRICTED CASH The cash was $ 63,262 199,045 69,011 no |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The following table summarizes our property, plant and equipment: Schedule of property, plant and equipment June 30, December 31, 2023 2022 Buildings and improvements 14,932,757 15,703,002 Machinery, equipment and vehicle fleet 9,003,134 9,441,833 Construction in progress 416,714 438,208 24,352,605 25,583,043 Less accumulated depreciation 5,329,839 4,812,661 Property, plant and equipment - net 19,022,766 20,770,382 Construction in progress was $ 416,714 438,208 | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT The following table summarizes our property, plant and equipment: Schedule of property, plant and equipment December 31, 2022 2021 Buildings and improvements $ 15,703,002 $ 16,061,759 Machinery, equipment and vehicle fleet 9,441,833 9,553,849 Construction in progress 438,208 24,211 Property, plant and equipment - cost 25,583,043 25,639,819 Less: Accumulated depreciation 4,812,661 3,512,469 Property, plant and equipment - net $ 20,770,382 $ 22,127,350 Construction in progress was $ 438,208 24,211 Depreciation expense was $ 1,613,923 1,655,456 |
ACCOUNT RECEIVABLE AND OTHER RE
ACCOUNT RECEIVABLE AND OTHER RECEIVABLES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
ACCOUNT RECEIVABLE AND OTHER RECEIVABLES | NOTE 5: ACCOUNT RECEIVABLE AND OTHER RECEIVABLES Account receivable and other receivable consisted of the following: Schedule of account receivable and other receivable June 30, 2023 December 31, 2022 Accounts receivable $ 143,399 $ 23,910 Other receivable 91,404 82,374 Other receivable- related party * 10,636 11,185 Total $ 245,439 $ 117,469 * The Company paid $10,636 of expenses for one of shareholders. It was expecting to get paid back in December, 2023. | NOTE 5: ACCOUNT RECEIVABLE AND OTHER RECEIVABLES Account receivable and other receivable consisted of the following: Schedule of account receivable and other receivable December 31, 2022 2021 Accounts receivable $ 23,910 $ 23,521 Other receivable 82,374 16,961 Other receivable- related party * 11,185 12,139 Total $ 117,469 $ 52,621 * The Company paid $11,185 of expenses for one of shareholders. It was expecting to get paid back in December 2023. |
INVENTORIES
INVENTORIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
INVENTORIES | NOTE 6: INVENTORIES Inventories consisted of the following: Schedule of inventories June 30, 2023 December 31, 2022 Raw materials $ 385,798 $ 867,543 Finished goods 32,345 34,013 Work in progress - compost 64,405 67,727 - growing mushrooms 150,626 158,395 Total $ 633,174 $ 1,127,678 | NOTE 6: INVENTORIES Inventories consisted of the following: Schedule of inventories December 31, 2022 2021 Raw materials 867,543 576,936 Finished goods 34,013 - Work in progress - compost 67,727 66,990 - growing mushrooms 158,395 177,676 Total 1,127,678 821,602 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
INTANGIBLE ASSETS | NOTE 7: INTANGIBLE ASSETS Schedule of intangible assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following: June 30, 2023 December 31, 2022 Land use right $ 3,256,140 $ 3,424,094 Software 7,535 7,923 Patent 6,893 7,249 Subtotal 3,270,568 3,439,266 Less: Accumulated amortization 217,685 193,582 Total $ 3,052,883 $ 3,245,684 | NOTE 7: INTANGIBLE ASSETS Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following: Schedule of intangible assets December 31, 2022 2021 Land use right $ 3,424,094 $ 3,716,084 Software 7,923 8,599 Patent 7,249 7,867 Subtotal 3,439,266 3,732,550 Less: Accumulated amortization 193,582 133,402 Total $ 3,245,684 $ 3,599,148 Estimated future amortization expense is as follows as of December 31, 2022: Estimated future amortization expense Years ending December 31, Amortization expense 2023 $ 70,662 2024 70,662 2025 70,662 2026 70,662 2027 70,662 Thereafter 2,892,374 Total $ 3,245,684 Amortization expenses for the years ended December 31, 2022 and 2021 were $ 72,354 75,399 |
BANK LOANS
BANK LOANS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
BANK LOANS | NOTE 8: BANK LOANS Short-term bank borrowings consisted of the following: Schedule of short-term bank loans June 30, 2023 interest rate due date December 31, 2022 interest rate due date Agricultural Bank of China Funan Branch $ 827,164 3.70 % 4/10/24 $ 869,830 3.90 % 4/11/23 Anhui Funan Rural Commercial Bank 1,930,049 5.90 % 12/23/23 2,029,603 5.90 % 12/23/23 Anhui Funan Rural Commercial Bank 827,164 5.90 % 1/25/24 1,449,717 7.48 % 3/29/23 Anhui Funan Rural Commercial Bank 1,378,607 5.90 % 3/28/24 869,830 5.9 % 1/25/23 Funan Yinghuai Rural Commercial Bank 827,164 5.50 % 6/28/24 869,830 5.20 % 6/15/23 Bank of China Funan Branch 1,102,885 3.60 % 3/15/24 1,159,773 3.85 % 3/15/23 Industrial and Commercial Bank of China 275,721 3.8 % 4/28/24 - - - Industrial and Commercial Bank of China 137,861 3.8 % 5/28/24 - - - Total $ 7,306,616 - - $ 7,248,583 - - $ 1,102,885 1,159,773 827,164 869,830 | NOTE 8: BANK LOANS Short-term bank loans consisted of the following: Schedule of short-term bank loans December 31, 2022 Interest rate Due date 2021 Interest rate Due date Agricultural Bank of China Funan Branch 869,830 3.90 % 4/11/23 944,005 3.85 % 3/29/22 Anhui Funan Rural Commercial Bank 2,029,603 5.90 % 12/23/23 1,573,341 5.22 % 11/29/22 Anhui Funan Rural Commercial Bank 1,449,717 7.48 % 3/29/23 2,202,678 7.58 % 12/25/22 Anhui Funan Rural Commercial Bank 869,830 5.9 % 1/25/23 1,573,341 8.52 % 3/24/22 Funan Yinghuai Rural Commercial Bank 869,830 5.20 % 6/15/23 944,005 4.00 % 6/26/22 Bank of China Funan Branch 1,159,773 3.85 % 3/15/23 1,573,341 3.85 % 3/10/22 Total 7,248,583 - - 8,810,711 - - $ 1,159,773 1,573,341 869,830 944,005 As of the date of this consolidated financial statements is issued, all the outstanding loans as of December 31, 2022 have been renewed. $ 869,830 April 10. 2024 June 28, 2024 1,159,773 March 15, 2024 2,029,603 1,449,717 November 29, 2023 March 28, 2024 January 25, 2024 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 10: ACCRUED EXPENSES AND OTHER PAYABLE Schedule of accrued expenses and other current liabilities Accrued expenses and other payable consisted of the following: June 30, 2023 December 31, 2022 Advances from customers $ 102,151 $ 48,646 Salary payable 126,626 142,737 Tax payable 6,357 18,527 Other payable 2,333,953 2,593,169 Total $ 2,569,087 $ 2,803,079 Other payable was primarily comprised of loans from non-bank institutions, unrelated individuals, and interest accumulated. $ 1,378,607 5.9% December 23, 2023 689,303 | NOTE 9: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: Schedule of accrued expenses and other current liabilities December 31, 2022 2021 Advances from customers $ 48,646 $ 146,105 Salary payable 142,737 147,685 Tax payable 18,527 - Other payable 2,593,169 2,136,181 Total $ 2,803,079 $ 2,429,971 Other payable consisted of the following: Schedule of other payable December 31, 2022 interest rate due date 2021 interest rate due date Funan Agricultural Investment Co. Ltd 289,943 6.00 % 6/26/23 314,668 6 % 12/15/22 Funan Small Business financing service center 1,449,717 5.90 % 12/23/23 786,671 5.22 % 11/29/22 Individual 724,858 - 8/29/23 786,671 - - Interest accumulated and other 128,650 - - 248,172 - - Total 2,593,168 - - 2,136,182 Other payable was primarily comprised of loans from non-bank institutions and unrelated individuals, related interest accumulated. The loan from unrelated individual was interest free and paid in full on August 29, 2023. |
VALUE ADDED TAX RECEIVABLE
VALUE ADDED TAX RECEIVABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
VALUE ADDED TAX RECEIVABLE | NOTE 11: VALUE ADDED TAX RECEIVABLE Selling merchandise in China is generally subject to the value-added tax (VAT). The Company and its subsidiaries primary operations are classified as agriculture products and its revenue is exempt from VAT and income tax. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The heavy investment in property and equipment produces VAT input of $ 2,130,589 2,240,487 | NOTE 10: VALUE ADDED TAX RECEIVABLE Selling merchandise in China is generally subject to the value-added tax (VAT). The Company and its subsidiaries primary operations are classified as agriculture products and its revenue is exempt from VAT and income tax. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). VAT input was primarily due to purchase of property, plant and equipment. As of December 31, 2022 and 2021, VAT input was $ 2,240,487 3,040,381 |
ASSET ACQUISITION
ASSET ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
ESG [Member] | |
ASSET ACQUISITION | NOTE 11: ASSET ACQUISITION On May 11, 2021, Anhui Allied United Mushroom Co., Ltd. signed the Agreement (Agreement) with Suhua Yang and Hao Yan the owners of Funan Zhihua Mushroom Co., Ltd. (Target Company). As the consideration of transferring 100% 2,151,383 14,840,028 25,612 176,667 On June 2, 2021, the 100% equity of Target Company was transferred to and registered under the name of AUM as a holder on behalf Shareholders according to the Agreement. On December 31, 2022, Shareholders and AUM signed Supplementary Agreement to remove the provision that AUM as holder on behalf of Shareholders so AUM becomes a legally real shareholder of Target Company. The payment of consideration will begin from May 1, 2023. On April 30, 2023, Shareholders and AUM agreed that the payment of consideration will begin on the production of growing rooms, which is December 1, 2023. Following the guidance of ASC 805, we performed the screen test to evaluate whether the acquired set is a business or a group of assets. The group of assets was buildings and equipment related to growing mushrooms and didnt include an input and a substantive process that together significantly contribute to the ability to create outputs because the target company had no employees and no operations. The transaction was accounted for as an asset acquisition in accordance with ASC 805 -50. As discussed in ASC 805-20, an assets acquisition cost or the consideration transferred by the acquiring entity is assumed to be equal to the fair value of the net assets acquired, unless contrary evidence exists. If the consideration given is in the form of liabilities incurred or equity interests issued, the liabilities incurred and equity interests issued shall be initially recognized at the date of acquisition. The fair value of the net assets acquired which was evaluated by a third party was $ 1,464,214 1% 1,464,214 1,464,214 Target Company was dissolved after the asset acquisition. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 13: COMMITMENTS AND CONTINGENCIES Commitments On January 5, 2022, Funan Modern Recycling Agriculture Investment Co., Ltd. (FMRA) signed an agreement with AUFP to fund AUFP $ 18.09 115 Legal contingencies The Company is involved in a couple of legal proceedings. Management has identified certain legal matters where we believe an unfavorable outcome is resealable estimated. Management believes that the total liabilities of the Company that may arise as a result of currently pending proceedings will not have a material adverse effect on the Company taken as a whole. On November 10, 2022, Funan Yuanlangju Construction Co., Ltd. filed a lawsuit against AUFP for $ 60,147 50,740 On December 2, 2022, Liu Pengpeng filed a lawsuit against AUFP for $ 66,066 | NOTE 12: COMMITMENTS AND CONTINGENCIES Commitments On January 5, 2022, AUFP entered into construction agreement with Funan Modern Recycling Agriculture Investment Co., Ltd. (FMRA) to expand the composting facilities, including 6 bunkers and 22 tunnels. According to the agreement, the construction cost of the facilities is estimated to $ 18.09 115 Legal contingencies The Company is involved in a couple of legal proceedings. Management has identified certain legal mattes where we believe an unfavorable outcome is resealable estimated. Management believes that the total liabilities of the Company that may arise as a result of currently pending proceedings will not have a material adverse effect on the Company taken as a whole. (Refer to NOTE 16) On November 10, 2022, Funan Yuanlangju Construction Co., Ltd. filed a lawsuit against AUFP for $ 60,147 50,740 50,740 On December 2, 2022, Liu Pengpeng filed a lawsuit against AUFP for $ 66,066 On September 3, 2021, Anhui Daquan Construction Company (Daquan) filed a lawsuit against Funan Zhihua Mushroom Co., Ltd. (a merged company, Zhihua) on unpaid contractual price of $ 48,744 26,095 26,095 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
RELATED PARTY TRANSACTIONS | NOTE 14: RELATED PARTY TRANSACTIONS AUM paid advances to Funan Zhihua Plant Nutrition Co., Ltd, whose legal representative was the CEO of the Company in 2021. The advance to supplier–related party was $ 8,685 9,133 AUM paid an expense of $ 63,878 55,971 58,859 | NOTE 13: RELATED PARTY TRANSACTIONS Zhi Yang, founder of the Company and CEO, paid $ 21,311 AUM paid advances to Funan Zhihua Plant Nutrition Co., Ltd, whose legal representative was the CEO of the Company in 2021. The advance to supplier–related party was $ 9,133 9,912 AUM paid an expense of $ 63,878 58,859 63,878 |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
DEFERRED REVENUE | NOTE 15: DEFERRED REVENUE Deferred revenue was asset-based government grants received. Deferred revenue was $ 1,434,574 1,568,398 | NOTE 14: DEFERRED REVENUE As of December 31, 2022 and 2021, deferred revenue was $ 1,568,398 1,634,078 696,716 580,995 169,238 527,478 121,457 459,538 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
ESG [Member] | |
INCOME TAXES | NOTE 15: INCOME TAXES The company is subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled. ESG Inc, ESG China Limited and Hainan ESG Tech are holding companies without operations. In China the Corporate Income Tax Law generally applies an income tax rate of 25% to all enterprises. In corporate income tax article 86, Regulations for the Implementation of the Enterprise Income Tax Law article 27(1) of stipulate: the income of an enterprise engaged in agriculture, forestry, animal husbandry, and fishery projects may be exempted or reduced from income tax. Refer to: (1) Enterprises are exempted from enterprise income tax on income derived from the following items: 1. Planting of vegetables, grains, potatoes.. Funan Allied Untied Farmer Products, Anhui Allied United Mushroom Technology and Anhui Allied United Mushroom are engaged in agricultural production in China, and their income tax are exempted. Net income and net loss were not offset among the operating subsidiaries. Net income of $ 1,570,354 1,677,348 392,589 419,337 There were no uncertain tax positions as of December 31, 2022 and 2021. As of December 31, 2022, the Company had net operating loss (NOL) carryforwards of $ 7,188,204 The following table reconciles the U.S. statutory rates to the Companys effective tax rate for the years ended December 31, 2022 and 2021: Schedule of effective income tax rate reconciliation 2022 2021 US federal statutory rates (21 %) (21 %) Tax rate difference between PRC and U.S. (4 %) (4 %) Effect of income tax exemption on certain income (40.93 %) (34.33 %) Change in valuation allowance 65.93 % 59.33 % Effective tax rate $ - $ - The provision for income tax expense (benefit) for the years ended December 31, 2022 and 2021 consisted of the following: Schedule of provision for income tax expense (benefit) 2022 2021 Income tax expense - current $ - $ - Income tax benefit -deferred (632,368 ) (724,667 ) Increase in valuation allowance 632,368 724,667 Total income tax expense $ - $ - The Companys net deferred tax asset as of December 31, 2022 and 2021 is as follows: Schedule of deferred tax asset 2022 2021 Deferred tax asset Net operating loss $ (1,797,051 ) $ (1,164,684 ) Less: valuation allowance 1,797,051 1,164,683 Net deferred tax asset $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
SUBSEQUENT EVENTS | NOTE 16: SUBSEQUENT EVENTS On November 6, 2023, the Company entered share exchange with Plasma Innovative Inc. (“PMIN”), a Nevada corporation. PMIN acquired the Company shares from the Company shareholders in exchange for the issuance by PMIN to the Company shareholders of an aggregate of 10,432,800 0.001 The Company evaluated all events and transactions that occurred after June 30, 2023 through the date of the consolidated financial statements were available to be issued and concluded that there were no other material subsequent events. | NOTE 16: SUBSEQUENT EVENTS On February 20, 2023, land use right of 46,393 square meters was transferred to Funan Recycling Agriculture Investment Co., Ltd. (FMRA) according to the agreement. (Refer to NOTE 12) On November 6, 2023, the Company entered share exchange with Plasma Innovative Inc., a Nevada corporation (“PMIN”). PMIN acquired the Company shares from the Company shareholders in exchange for the issuance by PMIN to the Company shareholders of an aggregate of 10,432,800 0.001 The Company evaluated all events and transactions that occurred after December 31, 2022 through the date of the consolidated financial statements were available to be issued and concluded that there were no other material subsequent events. |
BASIS OF PRESENTATION AND PRINC
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | 6 Months Ended |
Jun. 30, 2023 | |
ESG [Member] | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | NOTE 1 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION ESGs operating subsidiaries are involved in direct white button mushroom composting, growing, food production, distribution as well as import and export of Phase III compost and food to strategize. The consolidated condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Companys annual report for the year ended December 31, 2022. The Company follows the same accounting policies in preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. The accompanying consolidated financial statements include ESG Inc. and its 74.52% |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The following table summarizes our property, plant and equipment: Schedule of property, plant and equipment June 30, December 31, 2023 2022 Buildings and improvements 14,932,757 15,703,002 Machinery, equipment and vehicle fleet 9,003,134 9,441,833 Construction in progress 416,714 438,208 24,352,605 25,583,043 Less accumulated depreciation 5,329,839 4,812,661 Property, plant and equipment - net 19,022,766 20,770,382 Construction in progress was $ 416,714 438,208 | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT The following table summarizes our property, plant and equipment: Schedule of property, plant and equipment December 31, 2022 2021 Buildings and improvements $ 15,703,002 $ 16,061,759 Machinery, equipment and vehicle fleet 9,441,833 9,553,849 Construction in progress 438,208 24,211 Property, plant and equipment - cost 25,583,043 25,639,819 Less: Accumulated depreciation 4,812,661 3,512,469 Property, plant and equipment - net $ 20,770,382 $ 22,127,350 Construction in progress was $ 438,208 24,211 Depreciation expense was $ 1,613,923 1,655,456 |
DUE TO RELATED PARTIES
DUE TO RELATED PARTIES | 6 Months Ended |
Jun. 30, 2023 | |
ESG [Member] | |
DUE TO RELATED PARTIES | NOTE 9: DUE TO RELATED PARTIES ESG Inc. issued 12 30,000 ESG canceled the 12 million shares, and the $30,000 of paid in capital became short term debt. |
ACCRUED EXPENSES AND OTHER PAYA
ACCRUED EXPENSES AND OTHER PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
ACCRUED EXPENSES AND OTHER PAYABLE | NOTE 10: ACCRUED EXPENSES AND OTHER PAYABLE Schedule of accrued expenses and other current liabilities Accrued expenses and other payable consisted of the following: June 30, 2023 December 31, 2022 Advances from customers $ 102,151 $ 48,646 Salary payable 126,626 142,737 Tax payable 6,357 18,527 Other payable 2,333,953 2,593,169 Total $ 2,569,087 $ 2,803,079 Other payable was primarily comprised of loans from non-bank institutions, unrelated individuals, and interest accumulated. $ 1,378,607 5.9% December 23, 2023 689,303 | NOTE 9: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: Schedule of accrued expenses and other current liabilities December 31, 2022 2021 Advances from customers $ 48,646 $ 146,105 Salary payable 142,737 147,685 Tax payable 18,527 - Other payable 2,593,169 2,136,181 Total $ 2,803,079 $ 2,429,971 Other payable consisted of the following: Schedule of other payable December 31, 2022 interest rate due date 2021 interest rate due date Funan Agricultural Investment Co. Ltd 289,943 6.00 % 6/26/23 314,668 6 % 12/15/22 Funan Small Business financing service center 1,449,717 5.90 % 12/23/23 786,671 5.22 % 11/29/22 Individual 724,858 - 8/29/23 786,671 - - Interest accumulated and other 128,650 - - 248,172 - - Total 2,593,168 - - 2,136,182 Other payable was primarily comprised of loans from non-bank institutions and unrelated individuals, related interest accumulated. The loan from unrelated individual was interest free and paid in full on August 29, 2023. |
OTHER INCOME (GRANTS)
OTHER INCOME (GRANTS) | 6 Months Ended |
Jun. 30, 2023 | |
ESG [Member] | |
OTHER INCOME (GRANTS) | NOTE 12: OTHER INCOME (GRANTS) Other income was primarily government grants. The total government grants were $ 102,873 59,569 43,304 696,716 169,238 527,478 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - ESG [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include all adjustments necessary for the fair presentation of the Companys financial position for the periods presented. The consolidated financial statements of the Company include the financial statements of the Company and its 74.52% owned subsidiaries in China. All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. The Equity attributable to minority shareholders who own 25.48% of AUFP and its subsidiaries are non controlling interest (NCI). The NCI were $ 3,438,129 4,121,862 | |
Going Concern | Going Concern The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Companys working capital deficit was $ 10,124,811 11,357,758 | Going concern The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the years ended December 31, 2022 and 2021, the Company had a net loss of approximately $0.98 million 982,081 1,202,960 834,220 102,373 Historically, we have funded our operations primarily through our sale of fresh mushrooms and borrowings. Currently, all the loans are short-term borrowings. Management is working to increase long-term loans and equity investment in order to improve our capital structure. However, such additional cash resources may not be available to us on desirable terms, or at all, if and when needed by us. To enhance our ability to continue to operate, we are dedicating resources to generate recurring revenues and sustainable operating cash flows. On one side, we improved efficiency with current facilities, the revenue reached $ 3.68 2.11 18.09 The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Use of estimates | Use of estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include allowance for doubtful accounts and advances to suppliers, the valuation of inventories, the useful lives of property, plant, and equipment and the valuation of deferred tax assets. | Use of estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include allowance for doubtful accounts, advances to suppliers, valuation of inventories, useful lives of property, plant, and equipment and intangible assets. |
Cash and restricted cash | Cash and restricted cash Cash includes demand deposits with financial institutions that are highly liquid in nature. Restricted cash includes any cash that is legally restricted as to withdrawal or usage. | Cash and restricted cash Cash includes demand deposits with financial institutions that are highly liquid in nature. Restricted cash includes any cash that is legally restricted as to withdrawal or usage. |
Account receivable | Account receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customers payment history, its current creditworthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts was nil 0 0 | Account receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customers payment history, its current creditworthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful. As of December 31, 2022 and 2021, allowance for doubtful accounts was nil 0 0 |
Advances to suppliers, net | Advances to suppliers, net Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices for premium quality. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company review its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts was nil and nil, respectively. | Advances to suppliers, net Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices for premium quality. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company review its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance. As of December 31, 2022 and 2021, advance to suppliers was $ 116,997 374,417 |
Inventory | Inventory Inventory is comprised primarily of raw materials, work-in-progress and finished goods. The value of inventory is determined using the weighted average method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported net of allowances. As of June 30, 2023 and December 31, 2022, inventories were $ 633,174 1,127,678 | Inventory Inventory is comprised primarily of raw materials, work-in-progress and finished goods. The value of inventory is determined using the weighted average method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported in net of allowances. As of December 31, 2022 and 2021, inventories were $ 1,127,678 821,602 |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment are stated at cost, less accumulated depreciation. Major repair and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Repair and maintenance costs are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated useful lives of our property, plant and equipment which generally have the following ranges: buildings and improvements: 20 5 10 3 5 | Property, plant and equipment, net Property, plant and equipment are stated at cost, less accumulated depreciation. Major repair and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Repair and maintenance costs are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated useful lives of our property, plant and equipment which generally have the following ranges: buildings and improvements: 20 5 10 3 5 |
Intangible assets, net | Intangible assets, net Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revise estimates of useful lives or that indicate that impairment exists. All of the Companys intangible assets are subject to amortization. No impairment of intangible assets has been identified as of the balance sheet date. Intangible assets consist of land use rights, patent and purchased software. Intangible assets are stated at cost less accumulated amortization. The land purchased for industrial use has the right of use for 50 years. We amortized the right to use land in 50 years. Patent and software amortized using the straight-line method with estimated useful lives of 12 5 | Intangible assets, net Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revise estimates of useful lives or that indicate that impairment exists. All of the Companys intangible assets are subject to amortization. No impairment of intangible assets has been identified as of the balance sheet date. Intangible assets consist of land use rights, patent and purchased software. Intangible assets are stated at cost less accumulated amortization. The land purchased for industrial use has the right of use for 50 years. We amortized the right to use land in 50 years. Patent and software amortized using the straight-line method with estimated useful lives of 12 5 |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its present value. Present value generally is determined using the assets expected future undiscounted cash flows or market value, if readily determinable. Assets to be disposed of are reported at the lower of the carrying amount or FV less cost to sell. For the six months and three months ended June 30, 2023 and 2022, there was no | Impairment of long-lived assets In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its present value. Present value generally is determined using the assets expected future undiscounted cash flows or market value, if readily determinable. Assets to be disposed of are reported at the lower of the carrying amount or FV less cost to sell. For the years ended December 31, 2022 and 2021, there was no |
Revenue Recognition | Revenue Recognition The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606). FASB ASC Topic 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation. Revenue is generated by selling fresh mushrooms to authorized distributors and wholesalers mainly in Yangzi River Delta. Contracts were signed after the communication of the price, and quantities with customers. Our sales terms generally do not allow to sell without a deposit being made and do not allow for a right of return. Usually, the deposit from the customer equals or more than the sales amount. Control of the mushrooms is transferred upon receipt or loaded in the truck of carriers at our warehouse, as determined by the specific terms of the contract. Upon transfer of control to the customer, which completes our performance obligation, revenue is recognized. | Revenue Recognition The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606). FASB ASC Topic 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation. Revenue is generated by selling fresh mushrooms to authorized distributors and wholesalers mainly in Yangzi River Delta. Contracts were signed after the communication of the price, and quantities with customers. Our sales terms generally do not allow to sell without a deposit being made and do not allow for a right of return. Usually, the deposit from the customer equals or more than the sales amount. Control of the mushrooms is transferred upon receipt or loaded in the truck of carriers at our warehouse, as determined by the specific terms of the contract. Upon transfer of control to the customer, which completes our performance obligation, revenue is recognized. |
Deferred revenue | Deferred revenue Deferred revenue consists primarily of government grants. Government grants (sometimes referred to as subsidies, subventions, etc.) are as assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants received relating to depreciable assets are recorded as deferred income and recognized in P/L over the life of the related assets and in the proportions in which depreciation expense on those assets is recognized. The Company recorded income when receiving a grant which constitutes compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs. | Deferred revenue Deferred revenue consists primarily of government grants. Government grants (sometimes referred to as subsidies, subventions, etc.) are as assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants received relating to depreciable assets are recorded as deferred income and recognized in over the life of the related assets. The Company recorded income when receiving a grant which constitutes compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs. |
Noncontrolling Interests | Noncontrolling Interests The Company follows FASB ASC Topic 810, The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed a non-controlling interests interests in the subsidiarys equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance. AUFP and its subsidiaries, AUM and AUMT were 25.48% owned by noncontrolling interest and $ 3,247,428 3,438,129 24,435 91,813 | Noncontrolling Interests The Company follows FASB ASC Topic 810, The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed a non-controlling interests interests in the subsidiarys equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance. AUFP and its subsidiaries, AUM and AUMT were 25.48% owned by noncontrolling interest and $3,438,129 and $4,121,862 of equity were attributable to noncontrolling interest as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company had losses of $ 250,234 306,514 |
Concentration of credit risk | Concentration of credit risk The Company maintains cash in accounts with state-owned banks within the PRC. Cash in state-owned banks less than $72,486 (RMB500,000) is covered by insurance. Should any institution holding the Companys cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts. Cash denominated in RMB with a U.S. dollar equivalent of $ 132,273 199,045 | |
Foreign currency translation and comprehensive income (loss) | Foreign currency translation and comprehensive income (loss) The accounts of the Companys Chinese entities are maintained in RMB and the accounts of the U.S. parent company are maintained in United States dollar (USD). The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 Foreign Currency Matters. All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, Comprehensive Income. Gains and losses resulting from foreign currency transactions are reflected in the statements of operations. The Company follows FASB ASC Topic 220-10, Comprehensive Income (loss). Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders. The exchange rates used to translate amounts in RMB to USD for the purposes of preparing the CFS were as follows: Schedule of exchange rates June 30, 2023 December 31, 2022 June 30, 2022 Period-end date USD:RMB exchange rate 7.2537 6.8979 6.6995 Average USD for the reporting period: RMB exchange rate 6.9278 6.7366 6.4784 | Foreign currency translation and comprehensive income (loss) The accounts of the Companys Chinese entities are maintained in Chinese Yuan (RMB), and the accounts of the U.S. parent company are maintained in United States dollar (USD). The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 Foreign Currency Matters. All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, Comprehensive Income. Gains and losses resulting from foreign currency transactions are reflected in the statements of operations. The Company follows FASB ASC Topic 220-10, Comprehensive Income (loss). Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders. The exchange rates used to translate amounts in RMB to USD for the purposes of preparing the CFS were as follows: Schedule of exchange rates December 31, 2022 2021 Period-end date USD: RMB exchange rate 6.8979 6.3559 Average USD for the reporting period: RMB exchange rate 6.7366 6.4529 |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) tax payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets also include the prior years net operating losses carried forward. The Company accounts for income for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net effects of temporary difference between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or not be deductible in the future. | Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) tax payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets also include the prior years net operating losses carried forward. |
Contingencies | Contingencies Certain conditions may exist as of the date the consolidated financial statements (CFS) are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Companys management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Companys CFS. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. | Contingencies Certain conditions may exist as of the date the consolidated financial statements (CFS) are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. In accordance with ASC 450, the Companys management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Companys CFS. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
Schedule of exchange rates | Schedule of exchange rates June 30, 2023 December 31, 2022 June 30, 2022 Period-end date USD:RMB exchange rate 7.2537 6.8979 6.6995 Average USD for the reporting period: RMB exchange rate 6.9278 6.7366 6.4784 | Schedule of exchange rates December 31, 2022 2021 Period-end date USD: RMB exchange rate 6.8979 6.3559 Average USD for the reporting period: RMB exchange rate 6.7366 6.4529 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
Schedule of property, plant and equipment | Schedule of property, plant and equipment June 30, December 31, 2023 2022 Buildings and improvements 14,932,757 15,703,002 Machinery, equipment and vehicle fleet 9,003,134 9,441,833 Construction in progress 416,714 438,208 24,352,605 25,583,043 Less accumulated depreciation 5,329,839 4,812,661 Property, plant and equipment - net 19,022,766 20,770,382 | Schedule of property, plant and equipment December 31, 2022 2021 Buildings and improvements $ 15,703,002 $ 16,061,759 Machinery, equipment and vehicle fleet 9,441,833 9,553,849 Construction in progress 438,208 24,211 Property, plant and equipment - cost 25,583,043 25,639,819 Less: Accumulated depreciation 4,812,661 3,512,469 Property, plant and equipment - net $ 20,770,382 $ 22,127,350 |
ACCOUNT RECEIVABLE AND OTHER _2
ACCOUNT RECEIVABLE AND OTHER RECEIVABLES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
Schedule of account receivable and other receivable | Schedule of account receivable and other receivable June 30, 2023 December 31, 2022 Accounts receivable $ 143,399 $ 23,910 Other receivable 91,404 82,374 Other receivable- related party * 10,636 11,185 Total $ 245,439 $ 117,469 | Schedule of account receivable and other receivable December 31, 2022 2021 Accounts receivable $ 23,910 $ 23,521 Other receivable 82,374 16,961 Other receivable- related party * 11,185 12,139 Total $ 117,469 $ 52,621 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
Schedule of inventories | Inventories consisted of the following: Schedule of inventories June 30, 2023 December 31, 2022 Raw materials $ 385,798 $ 867,543 Finished goods 32,345 34,013 Work in progress - compost 64,405 67,727 - growing mushrooms 150,626 158,395 Total $ 633,174 $ 1,127,678 | Schedule of inventories December 31, 2022 2021 Raw materials 867,543 576,936 Finished goods 34,013 - Work in progress - compost 67,727 66,990 - growing mushrooms 158,395 177,676 Total 1,127,678 821,602 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) - ESG [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of intangible assets | Schedule of intangible assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following: June 30, 2023 December 31, 2022 Land use right $ 3,256,140 $ 3,424,094 Software 7,535 7,923 Patent 6,893 7,249 Subtotal 3,270,568 3,439,266 Less: Accumulated amortization 217,685 193,582 Total $ 3,052,883 $ 3,245,684 | Schedule of intangible assets December 31, 2022 2021 Land use right $ 3,424,094 $ 3,716,084 Software 7,923 8,599 Patent 7,249 7,867 Subtotal 3,439,266 3,732,550 Less: Accumulated amortization 193,582 133,402 Total $ 3,245,684 $ 3,599,148 |
Estimated future amortization expense | Estimated future amortization expense Years ending December 31, Amortization expense 2023 $ 70,662 2024 70,662 2025 70,662 2026 70,662 2027 70,662 Thereafter 2,892,374 Total $ 3,245,684 |
BANK LOANS (Tables)
BANK LOANS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
Schedule of short-term bank loans | Schedule of short-term bank loans June 30, 2023 interest rate due date December 31, 2022 interest rate due date Agricultural Bank of China Funan Branch $ 827,164 3.70 % 4/10/24 $ 869,830 3.90 % 4/11/23 Anhui Funan Rural Commercial Bank 1,930,049 5.90 % 12/23/23 2,029,603 5.90 % 12/23/23 Anhui Funan Rural Commercial Bank 827,164 5.90 % 1/25/24 1,449,717 7.48 % 3/29/23 Anhui Funan Rural Commercial Bank 1,378,607 5.90 % 3/28/24 869,830 5.9 % 1/25/23 Funan Yinghuai Rural Commercial Bank 827,164 5.50 % 6/28/24 869,830 5.20 % 6/15/23 Bank of China Funan Branch 1,102,885 3.60 % 3/15/24 1,159,773 3.85 % 3/15/23 Industrial and Commercial Bank of China 275,721 3.8 % 4/28/24 - - - Industrial and Commercial Bank of China 137,861 3.8 % 5/28/24 - - - Total $ 7,306,616 - - $ 7,248,583 - - | Schedule of short-term bank loans December 31, 2022 Interest rate Due date 2021 Interest rate Due date Agricultural Bank of China Funan Branch 869,830 3.90 % 4/11/23 944,005 3.85 % 3/29/22 Anhui Funan Rural Commercial Bank 2,029,603 5.90 % 12/23/23 1,573,341 5.22 % 11/29/22 Anhui Funan Rural Commercial Bank 1,449,717 7.48 % 3/29/23 2,202,678 7.58 % 12/25/22 Anhui Funan Rural Commercial Bank 869,830 5.9 % 1/25/23 1,573,341 8.52 % 3/24/22 Funan Yinghuai Rural Commercial Bank 869,830 5.20 % 6/15/23 944,005 4.00 % 6/26/22 Bank of China Funan Branch 1,159,773 3.85 % 3/15/23 1,573,341 3.85 % 3/10/22 Total 7,248,583 - - 8,810,711 - - |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) - ESG [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities Accrued expenses and other payable consisted of the following: June 30, 2023 December 31, 2022 Advances from customers $ 102,151 $ 48,646 Salary payable 126,626 142,737 Tax payable 6,357 18,527 Other payable 2,333,953 2,593,169 Total $ 2,569,087 $ 2,803,079 | Schedule of accrued expenses and other current liabilities December 31, 2022 2021 Advances from customers $ 48,646 $ 146,105 Salary payable 142,737 147,685 Tax payable 18,527 - Other payable 2,593,169 2,136,181 Total $ 2,803,079 $ 2,429,971 |
Schedule of other payable | Schedule of other payable December 31, 2022 interest rate due date 2021 interest rate due date Funan Agricultural Investment Co. Ltd 289,943 6.00 % 6/26/23 314,668 6 % 12/15/22 Funan Small Business financing service center 1,449,717 5.90 % 12/23/23 786,671 5.22 % 11/29/22 Individual 724,858 - 8/29/23 786,671 - - Interest accumulated and other 128,650 - - 248,172 - - Total 2,593,168 - - 2,136,182 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - ESG [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2022 2021 US federal statutory rates (21 %) (21 %) Tax rate difference between PRC and U.S. (4 %) (4 %) Effect of income tax exemption on certain income (40.93 %) (34.33 %) Change in valuation allowance 65.93 % 59.33 % Effective tax rate $ - $ - |
Schedule of provision for income tax expense (benefit) | Schedule of provision for income tax expense (benefit) 2022 2021 Income tax expense - current $ - $ - Income tax benefit -deferred (632,368 ) (724,667 ) Increase in valuation allowance 632,368 724,667 Total income tax expense $ - $ - |
Schedule of deferred tax asset | Schedule of deferred tax asset 2022 2021 Deferred tax asset Net operating loss $ (1,797,051 ) $ (1,164,684 ) Less: valuation allowance 1,797,051 1,164,683 Net deferred tax asset $ - $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
Schedule of property, plant and equipment | Schedule of property, plant and equipment June 30, December 31, 2023 2022 Buildings and improvements 14,932,757 15,703,002 Machinery, equipment and vehicle fleet 9,003,134 9,441,833 Construction in progress 416,714 438,208 24,352,605 25,583,043 Less accumulated depreciation 5,329,839 4,812,661 Property, plant and equipment - net 19,022,766 20,770,382 | Schedule of property, plant and equipment December 31, 2022 2021 Buildings and improvements $ 15,703,002 $ 16,061,759 Machinery, equipment and vehicle fleet 9,441,833 9,553,849 Construction in progress 438,208 24,211 Property, plant and equipment - cost 25,583,043 25,639,819 Less: Accumulated depreciation 4,812,661 3,512,469 Property, plant and equipment - net $ 20,770,382 $ 22,127,350 |
ACCRUED EXPENSES AND OTHER PA_2
ACCRUED EXPENSES AND OTHER PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
ESG [Member] | ||
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities Accrued expenses and other payable consisted of the following: June 30, 2023 December 31, 2022 Advances from customers $ 102,151 $ 48,646 Salary payable 126,626 142,737 Tax payable 6,357 18,527 Other payable 2,333,953 2,593,169 Total $ 2,569,087 $ 2,803,079 | Schedule of accrued expenses and other current liabilities December 31, 2022 2021 Advances from customers $ 48,646 $ 146,105 Salary payable 142,737 147,685 Tax payable 18,527 - Other payable 2,593,169 2,136,181 Total $ 2,803,079 $ 2,429,971 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - ESG [Member] - shares | Sep. 28, 2023 | Jun. 30, 2023 | Jan. 16, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock shares, outstanding | 10,432,800 | 10,432,800 | 10,432,800 | 10,432,800 | |
Hainan ESG [Member] | |||||
Ownership percentage | 100% | ||||
Hainan ESG [Member] | Fuyang Zhihan Agricultural Information Co. Ltd. [Member] | |||||
Ownership percentage | 73.15% | ||||
Subsidiary [Member] | |||||
Ownership percentage | 74.52% | 74.52% | |||
AUFP [Member] | |||||
Ownership percentage | 74.52% | ||||
AUFP [Member] | Mr. Zhi Yang [Member] | |||||
Ownership percentage | 30% | ||||
AUFP [Member] | Zhihan [Member] | |||||
Ownership percentage | 25.48% | ||||
AUFP [Member] | Mr. Chris Alonzo [Member] | |||||
Ownership percentage | 10% | ||||
ESG [Member] | Mr. Christopher Alonzo [Member] | |||||
Ownership percentage | 13.42% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - ESG [Member] | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Period-end date USD: RMB exchange rate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Exchange rate | 7.2537 | 6.8979 | 6.6995 | 6.3559 |
Average USD for the reporting period: RMB exchange rate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Exchange rate | 6.9278 | 6.7366 | 6.4784 | 6.4529 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - ESG [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 05, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||||
Noncontrolling interest | $ 3,247,428 | $ 3,247,428 | $ 3,438,129 | $ 4,121,862 | |||
Net loss | (180,197) | $ 326,437 | 95,898 | $ 360,335 | 982,081 | 1,202,960 | |
Accumulated deficit | 905,683 | 905,683 | 834,220 | 102,373 | |||
Revenue | 2,110,000 | 3,680,000 | |||||
Debt financing cost | $ 18,090,000 | ||||||
Allowance for doubtful accounts | 0 | 0 | 0 | 0 | |||
Advances to suppliers, net | 116,997 | 374,417 | |||||
Inventories | 633,174 | 633,174 | 1,127,678 | 821,602 | |||
Impairment loss | 0 | 0 | 0 | 0 | |||
Income (loss) attributable to noncontrolling interest | (45,914) | $ 83,176 | 24,435 | $ 91,813 | 250,234 | 306,514 | |
Cash | 132,273 | $ 199,045 | |||||
Working capital deficit | $ 10,124,811 | $ 10,124,811 | $ 11,357,758 | ||||
Patents [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Finite lived intangible asset, useful life | 12 years | 12 years | 12 years | ||||
Maximum [Member] | Software [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Finite lived intangible asset, useful life | 5 years | 5 years | 5 years | ||||
Building Improvements [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment estimated useful lives | 20 years | 20 years | 20 years | ||||
Machinery and Equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment estimated useful lives | 5 years | 5 years | 5 years | ||||
Machinery and Equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment estimated useful lives | 10 years | 10 years | 10 years | ||||
Office Equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment estimated useful lives | 3 years | 3 years | 3 years | ||||
Office Equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment estimated useful lives | 5 years | 5 years | 5 years |
CASH AND RESTRICTED CASH (Detai
CASH AND RESTRICTED CASH (Details Narrative) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash | $ 978,862 | $ 63,262 | $ 199,045 |
Restricted cash | $ 65,626 | $ 69,011 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 24,352,605 | $ 25,583,043 | $ 25,639,819 |
Less: accumulated depreciation | 5,329,839 | 4,812,661 | 3,512,469 |
Total property and equipment, net | 19,022,766 | 20,770,382 | 22,127,350 |
Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 14,932,757 | 15,703,002 | 16,061,759 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,003,134 | 9,441,833 | 9,553,849 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 416,714 | $ 438,208 | $ 24,211 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - ESG [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Construction in progress | $ 438,208 | $ 24,211 | $ 416,714 |
Depreciation expense | $ 1,613,923 | $ 1,655,456 |
ACCOUNT RECEIVABLE AND OTHER _3
ACCOUNT RECEIVABLE AND OTHER RECEIVABLES (Details) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Accounts receivable | $ 143,399 | $ 23,910 | $ 23,521 | |||
Other receivable | 91,404 | 82,374 | 16,961 | |||
Other receivable- related party | 10,636 | [1] | 11,185 | [1],[2] | 12,139 | [2] |
Total | $ 245,439 | $ 117,469 | $ 52,621 | |||
[1]The Company paid $10,636 of expenses for one of shareholders. It was expecting to get paid back in December, 2023.[2]The Company paid $11,185 of expenses for one of shareholders. It was expecting to get paid back in December 2023. |
INVENTORIES (Details)
INVENTORIES (Details) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | |||
Raw materials | $ 385,798 | $ 867,543 | $ 576,936 |
Finished goods | 32,345 | 34,013 | |
Total inventories | 633,174 | 1,127,678 | 821,602 |
Compost [Member] | |||
Inventory [Line Items] | |||
Work in progress | 64,405 | 67,727 | 66,990 |
Growing Mushrooms [Member] | |||
Inventory [Line Items] | |||
Work in progress | $ 150,626 | $ 158,395 | $ 177,676 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | $ 3,270,568 | $ 3,439,266 | $ 3,732,550 |
Less: Accumulated amortization | 217,685 | 193,582 | 133,402 |
Total | 3,052,883 | 3,245,684 | 3,599,148 |
Land Use Right [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | 3,256,140 | 3,424,094 | 3,716,084 |
Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | 7,535 | 7,923 | 8,599 |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | $ 6,893 | $ 7,249 | $ 7,867 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 70,662 | ||
2024 | 70,662 | ||
2025 | 70,662 | ||
2026 | 70,662 | ||
2027 | 70,662 | ||
Thereafter | 2,892,374 | ||
Total | $ 3,052,883 | $ 3,245,684 | $ 3,599,148 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
ESG [Member] | ||
Amortization expenses | $ 72,354 | $ 75,399 |
BANK LOANS (Details)
BANK LOANS (Details) - ESG [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 7,306,616 | $ 7,248,583 | $ 8,810,711 |
Interest rate | 5.90% | ||
Due date | Dec. 23, 2023 | ||
Agricultural Bank of China Funan Branch [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 827,164 | $ 869,830 | $ 944,005 |
Interest rate | 3.70% | 3.90% | 3.85% |
Due date | Apr. 10, 2024 | Apr. 11, 2023 | Mar. 29, 2022 |
Anhui Funan Rural Commercial Bank [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 1,930,049 | $ 2,029,603 | $ 1,573,341 |
Interest rate | 5.90% | 5.90% | 5.22% |
Due date | Dec. 23, 2023 | Dec. 23, 2023 | Nov. 29, 2022 |
Anhui Funan Rural Commercial Bank One [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 827,164 | $ 1,449,717 | $ 2,202,678 |
Interest rate | 5.90% | 7.48% | 7.58% |
Due date | Jan. 25, 2024 | Mar. 29, 2023 | Dec. 25, 2022 |
Anhui Funan Rural Commercial Bank Two [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 1,378,607 | $ 869,830 | $ 1,573,341 |
Interest rate | 5.90% | 5.90% | 8.52% |
Due date | Mar. 28, 2024 | Jan. 25, 2023 | Mar. 24, 2022 |
Funan Yinghuai Rural Commercial Bank [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 827,164 | $ 869,830 | $ 944,005 |
Interest rate | 5.50% | 5.20% | 4% |
Due date | Jun. 28, 2024 | Jun. 15, 2023 | Jun. 26, 2022 |
Bank of China Funan Branch [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 1,102,885 | $ 1,159,773 | $ 1,573,341 |
Interest rate | 3.60% | 3.85% | 3.85% |
Due date | Mar. 15, 2024 | Mar. 15, 2023 | Mar. 10, 2022 |
Industrial and Commercial Bank of China [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 275,721 | ||
Interest rate | 3.80% | ||
Due date | Apr. 28, 2024 | ||
Industrial and Commercial Bank of China One [Member] | |||
Short-Term Debt [Line Items] | |||
Short-term bank loans | $ 137,861 | ||
Interest rate | 3.80% | ||
Due date | May 28, 2024 |
BANK LOANS (Details Narrative)
BANK LOANS (Details Narrative) - ESG [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Short term debt | $ 7,248,583 | $ 7,306,616 | $ 8,810,711 |
Bank of China Funan Branch [Member] | |||
Short-Term Debt [Line Items] | |||
Short term debt | $ 1,159,773 | 1,102,885 | 1,573,341 |
Expiry date | Apr. 10, 2024 | ||
Funan Yinghuai Rural Commercial Bank [Member] | |||
Short-Term Debt [Line Items] | |||
Short term debt | $ 869,830 | 827,164 | 944,005 |
Expiry date | Jun. 28, 2024 | ||
Agricultural Bank of China Funan Branch [Member] | |||
Short-Term Debt [Line Items] | |||
Short term debt | $ 869,830 | 827,164 | 944,005 |
Expiry date | Mar. 15, 2024 | ||
Anhui Funan Rural Commercial Bank [Member] | |||
Short-Term Debt [Line Items] | |||
Short term debt | $ 2,029,603 | 1,930,049 | 1,573,341 |
Expiry date | Nov. 29, 2023 | ||
Anhui Funan Rural Commercial Bank One [Member] | |||
Short-Term Debt [Line Items] | |||
Short term debt | $ 1,449,717 | 827,164 | 2,202,678 |
Expiry date | Mar. 28, 2024 | ||
Anhui Funan Rural Commercial Bank Two [Member] | |||
Short-Term Debt [Line Items] | |||
Short term debt | $ 869,830 | $ 1,378,607 | $ 1,573,341 |
Expiry date | Jan. 25, 2024 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Advances from customers | $ 102,151 | $ 48,646 | $ 146,105 |
Salary payable | 126,626 | 142,737 | 147,685 |
Tax payable | 6,357 | 18,527 | |
Other payable | 2,333,953 | 2,593,169 | 2,136,181 |
Total | $ 2,569,087 | $ 2,803,079 | $ 2,429,971 |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details 1) - ESG [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Other payable | $ 2,593,168 | $ 2,136,182 | |
Interest rate | 5.90% | ||
Funan Agricultural Investment Co. Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payable | $ 289,943 | $ 314,668 | |
Interest rate | 6% | 6% | |
Due date | Jun. 26, 2023 | Dec. 15, 2022 | |
Funan Small Business financing service center [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payable | $ 1,449,717 | $ 786,671 | |
Interest rate | 5.90% | 5.22% | |
Due date | Dec. 23, 2023 | Nov. 29, 2022 | |
Individual Counterparty [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payable | $ 724,858 | $ 786,671 | |
Due date | Aug. 29, 2023 | ||
AOCI Attributable to Noncontrolling Interest [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payable | $ 128,650 | $ 248,172 |
VALUE ADDED TAX RECEIVABLE (Det
VALUE ADDED TAX RECEIVABLE (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ESG [Member] | |||
VAT value | $ 2,130,589 | $ 2,240,487 | $ 3,040,381 |
ASSET ACQUISITION (Details Narr
ASSET ACQUISITION (Details Narrative) - ESG [Member] | 1 Months Ended | ||
May 11, 2021 USD ($) | May 11, 2021 CNY (¥) | Aug. 29, 2023 USD ($) | |
Payment to shareholders | $ 2,151,383 | ¥ 14,840,028 | $ 689,303 |
Monthly payment | 25,612 | ¥ 176,667 | |
Fair value of the net assets acquired | $ 1,464,214 | ||
Monthly interest rate | 1% | 1% | |
Fair value of the net liability acquired | $ 1,464,214 | ||
Funan Zhihua Mushroom Co., Ltd. [Member] | |||
Consideration percentage | 100% | 100% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - ESG [Member] ¥ in Thousands | 1 Months Ended | |||||||
Jul. 07, 2023 USD ($) | Jun. 06, 2023 USD ($) | Sep. 03, 2021 USD ($) | Jul. 31, 2023 USD ($) | Dec. 02, 2022 USD ($) | Nov. 10, 2022 USD ($) | Jan. 05, 2022 USD ($) | Jan. 05, 2022 CNY (¥) | |
Construction cost | $ 18,090,000 | ¥ 115,000 | ||||||
Legal fees | $ 60,147 | |||||||
Unpaid contractual price | $ 48,744 | |||||||
Lawsuit damage | $ 26,095 | $ 26,095 | ||||||
AUFP [Member] | ||||||||
Settlement payment | $ 50,740 | $ 50,740 | ||||||
Liu Pengpeng [Member] | ||||||||
Legal fees | $ 66,066 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - ESG [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Advance from related party | $ 8,685 | $ 9,133 | $ 9,912 |
Expense paid | 63,878 | 63,878 | |
Note receivable | $ 55,971 | 58,859 | $ 63,878 |
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Advance from related party | $ 21,311 |
DEFERRED REVENUE (Details Narra
DEFERRED REVENUE (Details Narrative) - ESG [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred revenue | $ 1,434,574 | $ 1,568,398 | $ 1,634,078 |
Recognized deferred revenue | 696,716 | 580,995 | |
Asset-based grants | $ 43,304 | 169,238 | 121,457 |
Income-based grants | $ 527,478 | $ 459,538 |
INCOME TAXES (Details)
INCOME TAXES (Details) - ESG [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
US federal statutory rates | (21.00%) | (21.00%) |
Tax rate difference between PRC and U.S. | (4.00%) | (4.00%) |
Effect of income tax exemption on certain income | (40.93%) | (34.33%) |
Change in valuation allowance | 65.93% | 59.33% |
Effective tax rate |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - ESG [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax expense - current | ||||||
Income tax benefit -deferred | (632,368) | (724,667) | ||||
Increase in valuation allowance | 632,368 | 724,667 | ||||
Total income tax expense |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - ESG [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss | $ (1,797,051) | $ (1,164,684) |
Less: valuation allowance | 1,797,051 | 1,164,683 |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - ESG [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net income | $ 1,570,354 | $ 1,677,348 |
Estimated tax savings | 392,589 | 419,337 |
Net operating los carryforwards | 1,797,051 | $ 1,164,684 |
CHINA | ||
Net operating los carryforwards | $ 7,188,204 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - ESG [Member] - $ / shares | Nov. 06, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Stock issued during period, shares, new issues | 10,432,800 | |||
Common stock at par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
BASIS OF PRESENTATION AND PRI_2
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Details Narrative) | Sep. 28, 2023 | Jun. 30, 2023 |
Subsidiary [Member] | ESG [Member] | ||
Ownership percentage | 74.52% | 74.52% |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ESG [Member] | |||
Construction in progress | $ 416,714 | $ 438,208 | $ 24,211 |
DUE TO RELATED PARTIES (Details
DUE TO RELATED PARTIES (Details Narrative) - ESG [Member] - USD ($) | 1 Months Ended | |||
Feb. 28, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Common stock shares issued | 10,432,800 | 10,432,800 | 10,432,800 | |
Common stock value | $ 10,433 | $ 10,433 | $ 10,433 | |
Mr. Zhi Yang [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common stock shares issued | 12,000,000 | |||
Common stock value | $ 30,000 | |||
Shares canceled, description | ESG canceled the 12 million shares, and the $30,000 of paid in capital became short term debt. |
ACCRUED EXPENSES AND OTHER PA_3
ACCRUED EXPENSES AND OTHER PAYABLE (Details Narrative) - ESG [Member] | 1 Months Ended | 6 Months Ended | ||
May 11, 2021 USD ($) | May 11, 2021 CNY (¥) | Aug. 29, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Other borrowings | $ 1,378,607 | |||
Interest rate | 5.90% | |||
Due date | Dec. 23, 2023 | |||
Repayment of related party debt | $ 2,151,383 | ¥ 14,840,028 | $ 689,303 |
OTHER INCOME (GRANTS) (Details
OTHER INCOME (GRANTS) (Details Narrative) - ESG [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total government grants | $ 102,873 | $ 696,716 | |
Income-based government grants | 59,569 | 527,478 | |
Asset- based grants | $ 43,304 | $ 169,238 | $ 121,457 |