Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Financial Statement Error Correction [Flag] | false |
Document Shell Company Report | false |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
ICFR Auditor Attestation Flag | false |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Information [Line Items] | |
Entity Registrant Name | Cordyceps Sunshine Biotech Holdings Co., Ltd. |
Entity Central Index Key | 0001885680 |
Entity File Number | 333-269315 |
Entity Incorporation, State or Country Code | E9 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Contact Personnel [Line Items] | |
Entity Address, Address Line One | 6th Fl., No. 15, Lane 548 |
Entity Address, Address Line Two | Ruiguang Road, |
Entity Address, City or Town | Taipei City |
Entity Address, Country | TW |
Entity Address, Postal Zip Code | 00000 |
Entity Listings [Line Items] | |
Title of 12(b) Security | None |
No Trading Symbol Flag | true |
Security Exchange Name | NONE |
Entity Common Stock, Shares Outstanding | 111,120,000 |
Business Contact [Member] | |
Entity Contact Personnel [Line Items] | |
Contact Personnel Name | Szu Hao Huang |
Contact Personnel Email Address | dalan@cordyceps-sunshine.com |
Entity Address, Address Line One | 6th Fl., No. 15, Lane 548 |
Entity Address, Address Line Two | Ruiguang Road, |
Entity Address, City or Town | Taipei City, |
Entity Address, Country | TW |
Entity Address, Postal Zip Code | 00000 |
Entity Phone Fax Numbers [Line Items] | |
City Area Code | 886 |
Local Phone Number | 2-27489091 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | TPS Thayer LLC |
Auditor Firm ID | 6706 |
Auditor Location | Sugar Land, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 15,278 | $ 6,628 |
Advances and prepayments to suppliers | 4,101 | |
Consummative biological assets | 195,359 | |
Other receivable | 120,336 | 9,502 |
Assets of discontinued operations - current | 481,321 | |
Total current assets | 330,973 | 501,552 |
Property, plant and equipment, net | 2,814,766 | 75,510 |
Operating lease right of use asset, net | 233,697 | 178,166 |
Deferred tax assets | 42,818 | |
Assets of discontinued operations - non-current | 1,349,625 | |
Total assets | 3,422,254 | 2,104,853 |
Current liabilities | ||
Accounts payable and accrued liability | 2,808,409 | |
Operating lease liabilities - current | 106,309 | 57,109 |
Other current liabilities | 1,378,277 | |
Liabilities of discontinued operations - current | 1,085,744 | |
Total current liabilities | 2,928,920 | 2,521,130 |
Long term loan payable | 431,079 | 414,000 |
Operating lease liabilities - noncurrent | 140,986 | 121,057 |
Liabilities of discontinued operations - noncurrent | ||
Total liabilities | 3,500,985 | 3,056,187 |
Commitments and Contingencies | ||
Stockholders’ equity (deficit) | ||
Ordinary shares (par value $0.0001, 500,000,000 shares authorized; 111,120,000 shares issued and outstanding as of December 31, 2023 and 2022) | 11,112 | 11,112 |
Additional paid-in capital | 221,288 | 221,288 |
Accumulated deficit | (400,715) | (1,224,575) |
Accumulated other comprehensive income | 89,584 | 40,841 |
Total stockholders’ equity (deficit) | (78,731) | (951,334) |
Total liabilities and stockholders’ equity (deficit) | 3,422,254 | $ 2,104,853 |
Related Party | ||
Current liabilities | ||
Due to related parties | $ 14,202 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 111,120,000 | 111,120,000 |
Ordinary shares, shares outstanding | 111,120,000 | 111,120,000 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 882,533 | $ 53,304 | |
Total cost of revenues | 116,146 | 13,746 | |
Gross profit | 766,387 | 39,558 | |
Operating expenses: | |||
Research and development | 118,444 | 25,052 | |
Professional fees | 238,139 | 165,202 | 80,558 |
Payroll and employee benefit | 109,295 | 47,782 | |
Other general and administrative expenses | 193,569 | 123,251 | 13,777 |
Total operating expenses | 541,003 | 454,679 | 119,387 |
Income (loss) from operations | 225,384 | (415,121) | (119,387) |
Other income(expense) | |||
Interest income | 7 | 10 | 7 |
Interest expense | (26,535) | ||
Other income(expense) | 459 | ||
Total other expense | (26,069) | 10 | 7 |
Income(loss) before income taxes provisions | 199,315 | (415,111) | (119,380) |
Income tax provisions | (42,221) | ||
Net income(loss) from continuing operations | 241,536 | (415,111) | (119,380) |
Discontinued operation | |||
Loss from discontinued operation, net of income tax | (282,761) | (304,982) | (371,626) |
Gain from sale of discontinued operation, net of income tax | 865,085 | ||
Gain (loss) from discontinued operation, net of income tax | 582,324 | (304,982) | (371,626) |
Net income(loss) | 823,860 | (720,093) | (491,006) |
Foreign currency translation adjustment | 48,743 | 44,572 | (4,395) |
Total comprehensive income(loss) | $ 872,603 | $ (675,521) | $ (495,401) |
Earnings (loss) per common share | |||
Continuing operations - Basic (in Dollars per share) | $ 0 | $ 0 | $ (1.19) |
Discontinued operations - Basic (in Dollars per share) | 0.01 | 0 | (3.72) |
Net income (loss) per common share - Basic (in Dollars per share) | $ 0.01 | $ (0.01) | $ 0 |
Weighted average common shares outstanding, Basic (in Shares) | 111,120,000 | 104,417,534 | 100,000 |
Product Sales | |||
Total revenues | $ 606,615 | ||
Training | |||
Total revenues | 154,107 | ||
Related Parties | |||
Total revenues | 121,811 | 53,304 | |
Total cost of revenues | 29,906 | 13,746 | |
Third Parties | |||
Total cost of revenues | $ 86,240 |
Consolidated Statements of In_2
Consolidated Statements of Income and Comprehensive Income (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Continuing operations -Diluted | $ 0 | $ 0 | $ (1.19) |
Discontinued operations - Diluted | 0.01 | 0 | (3.72) |
Net income (loss) per common share - Diluted | $ 0.01 | $ (0.01) | $ 0 |
Weighted average common shares outstanding, Diluted (in Shares) | 111,120,000 | 104,417,534 | 100,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Ordinary shares | Common Stock | Shares Subscription Receivable | Additional paid-in capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2020 | $ 10,000 | $ (10,000) | $ (13,476) | $ 664 | $ (12,812) | ||
Balance (in Shares) at Dec. 31, 2020 | 100,000,000 | ||||||
Receipt of share subscription receivable | 10,000 | 10,000 | |||||
Proceeds from share subscription | 222,400 | 222,400 | |||||
Net loss | (491,006) | (491,006) | |||||
Foreign currency translation adjustment | (4,395) | (4,395) | |||||
Balance at Dec. 31, 2021 | $ 10,000 | 222,400 | (504,482) | (3,731) | (275,813) | ||
Balance (in Shares) at Dec. 31, 2021 | 100,000,000 | ||||||
Issuance of ordinary shares for share subscription previously received | $ 1,112 | (222,400) | 221,288 | ||||
Issuance of ordinary shares for share subscription previously received (in Shares) | 11,120,000 | ||||||
Net loss | (720,093) | (720,093) | |||||
Foreign currency translation adjustment | 44,572 | 44,572 | |||||
Balance at Dec. 31, 2022 | $ 11,112 | 221,288 | (1,224,575) | 40,841 | $ (951,334) | ||
Balance (in Shares) at Dec. 31, 2022 | 111,120,000 | 111,120,000 | |||||
Net loss | 823,860 | $ 823,860 | |||||
Foreign currency translation adjustment | 48,743 | 48,743 | |||||
Balance at Dec. 31, 2023 | $ 11,112 | $ 221,288 | $ (400,715) | $ 89,584 | $ (78,731) | ||
Balance (in Shares) at Dec. 31, 2023 | 111,120,000 | 111,120,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net income (loss) | $ 241,536 | $ (415,111) | $ (119,380) |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization | 56,757 | 24,490 | |
Amortization of operating lease right of use asset | 86,216 | 56,666 | 4,932 |
Deferred income taxes | (42,221) | ||
Changes in assets and liabilities: | |||
Inventories | (192,634) | ||
Advances to suppliers and other current assets | (4,230) | ||
Other receivable | (13,870) | (10,452) | |
Operating lease liability | (72,808) | (56,666) | (4,932) |
Accounts payable and accrued liability | 114,360 | ||
Interest expense accrued | 18,804 | (10,815) | |
Net cash provided by (used in) operating activities from continuing operations | 196,140 | (394,851) | (140,647) |
Net cash provided by (used in) operating activities from discontinued operations | 128,549 | 73,473 | (224,716) |
Net cash provided by (used in) operating activities | 324,689 | (321,378) | (365,363) |
Cash flows from investing activities | |||
Purchase of property and equipment | (207,374) | (100,000) | |
Net cash used in investing activities from continuing operations | (207,374) | (100,000) | |
Net cash provided by(used in) investing activities from discontinued operations | 85,816 | (475) | (10,815) |
Net cash used in investing activities | (121,558) | (475) | (110,815) |
Cash flows from financing activities | |||
Proceeds from common stock subscription | 232,400 | ||
Proceeds from related party | 14,643 | 309,263 | 178,607 |
Repayment to related parties | (82,749) | ||
Net cash provided by financing activities from continuing operations | 14,643 | 309,263 | 328,258 |
Net cash provided by (used in) financing activities from discontinued operations | (274,271) | (63,476) | 246,246 |
Net cash provided by(used in) financing activities | (259,628) | 245,787 | 574,504 |
Effect on changes in foreign exchange rate | 55,738 | (7,518) | 1,064 |
Net increase in cash, and cash equivalents | (759) | (83,584) | 99,390 |
Cash, and cash equivalents, beginning of period | 16,100 | 99,684 | 294 |
Cash, and cash equivalents, end of period | 15,341 | 16,100 | 99,684 |
Less:Cash from discontinued operation | 63 | 9,472 | 197 |
Cash from continued operation, end of period | 15,278 | 6,628 | 99,487 |
Supplemental cash flow information | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
Non-cash investing and financing activities: | |||
Recognition of ROU assets and lease liabilities | 163,656 | 261,351 | |
Termination of ROU assets and lease liabilities | $ 19,873 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization [Abstract] | |
ORGANIZATION | Note 1 - ORGANIZATION Cordyceps Sunshine Biotech Holdings Co., Ltd. (“Cordyceps Sunshine Cayman”) was incorporated on May 4, 2020 under the laws of the Cayman Islands. On June 5, 2020, Cordyceps Sunshine Cayman established a wholly owned subsidiary, Cordyceps Sunshine Biotec Co., Ltd (“Cordyceps Sunshine HK”) in Hongkong. On June 5, 2020, Cordyceps Sunshine HK established a wholly owned subsidiary, Chengdu Skyherb Biotechnology Co., Ltd (“Chengdu Skyherb” or “Cordyceps Sunshine WFOE”) in the People’s Republic of China (“PRC”). On November 3, 2021, Cordyceps Sunshine Cayman established a branch (“Cordyceps Sunshine Taiwan Branch”) in Taiwan, Republic of China (“Taiwan”). On August 17, 2023, Cordyceps Sunshine Cayman established a 100% owned subsidiary, Taiwanofungus Biotech Company Limited.(“Taiwanofungus HK”)in Hongkong. Taiwanofungus HK was not actively engaged in any business so far. Discontinued Operations: The Company realized a gain of $865,085 from the disposal of 100% equity of Cordyceps Sunshine HK, including its subsidiary, Chengdu Skyherb, offset by loss from discontinued operations of $282,761 in the year ended December 31, 2023. As the result, total gain from discontinued operation for the year ended December 31, 2023 amounted $582,324. The Company reclassified Cordyceps Sunshine HK and its subsidiary as discontinued operation and recorded a net gain of $582,324 from discontinued operation in the year ended December 31, 2023. The following diagram illustrates the corporate structure of the Company after giving effect to the Transaction: Cordyceps Sunshine Cayman, its Taiwan branch and its subsidiary, Taiwanofungus HK, are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity. The Company specializes in cultivating Chinese rare medicinal herb, Cattle camphor mushroom raw material and sell of its finished products. Cattle camphor mushroom, Antrodia Cinnamomum |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of 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 pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company,and its Taiwan branch,. All significant intercompany accounts and transactions have been eliminated. Certain amounts in the prior year’s consolidated financial statements and notes have been revised to conform to the current year presentation. These reclassifications had no impact on the reported results of operations and cash flows. Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollar (“USD”), which is the reporting currency of the Company. The functional currency of Cordyceps Sunshine HK is Hong Kong dollar (“HKD”). The functional currency of Chengdu Skyherb is Renminbi (“RMB”). The functional currency of Cordyceps Sunshine Taiwan Branch is New Taiwan dollar (“TWD”). The Company maintains its books and records in its functional currencies. Transactions denominated in currencies other than the functional currencies are translated into the functional currencies at the exchange rates prevailing at the dates of the transactions. At the period end, transactions denominated in currencies other than the functional currencies are translated into the functional currencies at the exchange rates prevailing at the balance sheet date The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“USD”), and the accompanying consolidated financial statements have been expressed in USD. In accordance with ASC Topic 830- 30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not USD are translated into USD, using the exchange rate on the balance sheet date. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive gain (loss) within the statements of changes in shareholders ’ deficit. The exchange rates used for foreign currency translation were as follows: (1) USD$1 = HKD Balance Sheet Period Covered Date Rates Average Rates Year ended December 31, 2023 7.8087 7.8297 Year ended December 31, 2022 7.8015 7.8306 Year ended December 31, 2021 7.7996 7.7727 (2) USD$1 = RMB Balance Sheet Period Covered Date Rates Average Rates Year ended September 30, 2023 6.8972 6.7290 Year ended December 31, 2022 6.8972 6.7290 Year ended December 31, 2021 6.3726 6.4508 The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through local authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. (3) USD$1 = TWD Balance Sheet Period Covered Date Rates Average Rates Year ended December 31, 2023 30.7127 31.1471 Year ended December 31, 2022 30.7300 29.7963 Year ended December 31, 2021 27.7400 27.9366 Statements of Cash Flows In accordance with FASB ASC 830-230, “Statement of Cash Flows”, cash flows from the Company’s operations are calculated based upon the functional currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet s Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as operating environment changes. Significant estimates and assumptions by management include, among others, estimated life and impairment of long-lived assets, , contingencies, valuation of inventories and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations and cash flows. A reclassification has been made to the Consolidated Balance Sheet as of December 31, 2022 to reclassify short term loan of $414,000 to long term loan payable due to amendments of the loan agreements. Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow: Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value. As of the balance sheet date, the estimated fair values of the financial instruments approximated their fair values due to the short-term nature of these instruments. For certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, long term loan and other payables , the carrying amounts approximate their fair values due to the short maturities. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all other highly liquid instruments with original maturities of three months or less. Accounts Receivable and allowance for Credit Losses Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses.The Company adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2021 using a modified retrospective approach. The Company also adopted this guidance to other receivables. To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The Company considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible. In circumstances in which the Company receives payment for accounts receivable that have previously been written off, the Company reverses the allowance and bad debt.The allowance for doubtful receivables was $0 as of December 31, 2023 and 2022. Consumptive biological assets The consumptive biological assets refer to the held for sale, or to be harvested as products in the future. The prepared taiwanofungus cultivate medium is enclosed in a cultivation carrier at the beginning of the cultivation process. Then no materials need to be added until the taiwanofungus grows and matures in the cultivate medium. So the inventoried cost amounts mainly includes the Taiwanofungus cultivate medium that was prepared by the suppliers, director cost, electricity, and rental of the cultivation site, etc. The consumptive biological assets consisting of raw materials, work-in-process, and finished goods are stated at the lower of cost or net realizable value utilizing the weighted average method. The determination of net realizable value of long-term taiwanofungus cultivation costs is based upon quarterly reviews of costs incurred and estimated costs to complete the cultivating process. When costs incurred and the estimate to complete exceed the net realizable value of taiwanofungus cultivated, a loss provision is recorded. The Company review and identify impaired inventory quarterly, including excess or obsolete inventory, based on expected production usage, abnormal production cycle. Impaired inventories are charged to cost of revenues in the period the impairment occurs. The allowance for inventory impairment are removed from the accounts when the relevant inventory is sold or disposed. Property, Plant and Equipment Property and equipment primarily consist of cultivation equipment, office equipment, furniture, tools and construction in progress. Cultivation equipment, office equipment, furniture and tools are stated at cost less accumulated depreciation less any provision required for impairment in value. Depreciation is computed using the straight-line method with residual value rate of 5% based on the estimated useful lives as follows: Buildings and cultivation facilities 20 years (by local laws) Machinery and equipment 3- 10 years Office equipment and furniture The less of 5 years or lease term The Company constructs its cultivation facilities, which is accounted for as construction in progress before completed. In addition to cost under the construction contracts, interest cost and external costs directly related to the construction of such facilities, including equipment installation and shipping costs, are capitalized. Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income. Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2023. The Company recorded a fixed asset impairment of $1,177 for the discontinued operation in the year ended December 31, 2022. Operating Lease The Company leases are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets incurred in the years ended December 31, 2023, and 2022. Research & Development Expenses Research and development expenses relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed when incurred in accordance with the FASB ASC 730, “Research and Development.” Research and development costs in continued operation were $0, $118,444 and $25,052 for the years ended December 31, 2023, 2022 and 2021. Comprehensive Income (Loss) ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income/loss, its components and accumulated balances. Components of comprehensive income/loss include net income/loss and foreign currency translation adjustments. The component of accumulated other comprehensive income (loss) consisted of foreign currency translation adjustments. The accumulated other comprehensive income was $89,584 and $40,841 as of December 31, 2023 and 2022. Revenue Recognition The Company adopted ASC 606 upon inception. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Revenue for the sale of products is derived from contracts with customers, which primarily include the sale of taiwanofungus products. The Company’s sales arrangements do not contain variable consideration. Instead, the Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied, and control of the products has been transferred to the customer. For the vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered and customer acceptance is made. Revenue is recognized for sales of taiwanofungus at the point in time when the taiwanofungus are delivered to or picked up by, and accepted by customers. Costs accumulated during the taiwanofungus cultivating process are recognized as inventory; and charged to cost of goods sold upon taiwanofungus delivery to or pick up by customers. The Company’s return policy allows for the return of damaged or defective products, and the Company absorbs the shipping fee for the return. The Management believes the return is immaterial because the customers inspect and accept the goods upon delivery or pick up. There were no return for the years ended December 31, 2023, and 2022. Payments for taiwanofungus sales received in advance in accordance to the contract is recognized as deferred revenues when received. Income Taxes The Company is subject to the Provisional Regulations on Income Tax The Company accounts for income taxes under the provision of FASB ASC 740- 10, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Earnings per share Basic earnings per ordinary share is computed by dividing net earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary share (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti- dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. For the years ended December 31, 2023, 2022 and 2021, the Company had no dilutive stocks. Concentration of Credit Risk Financial instruments the Company holds that are subject to concentrations of credit risk are cash, notes receivables and accounts receivable arising from its normal business activities. The Company places its cash and restricted cash in what it believes to be credit-worthy financial institutions. The Company routinely assesses the credit status of its customers and, based upon factors surrounding the credit risks, establishes an allowance, if required, for uncollectible accounts. The company believes its accounts receivable and others receivable credit risk exposure beyond such allowance is limited. Related Parties Transactions A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered as a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts of related party transactions due to their related party nature. Segment Reporting ASC 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management determined the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: cultivating and sales of Chinese rare medicinal herb, taiwanofungus raw material and its finished products. Recently Issued Accounting Pronouncements On October 1st, 2022, the Company adopted ASU No. 2021-10, Government Assistance (Topic 832): This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The Company adopted the ASU prospectively on October 1st, 2022. Adoption of this ASU did not have a material impact on our consolidated financial statements. In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Group beginning January 1, 2024 on a prospective basis. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its the consolidated financial position, statements of operations and cash flows. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern [Abstract] | |
GOING CONCERN | Note 3 - GOING CONCERN The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover the operating costs and allow it to continue as a going concern. Though the Company generated net income of $823,860 for the year ended December 31, 2023. But the Company incurred net loss of $720,093 for the year ended December 31, 2022. And as of December 31, 2023, the Company had an accumulated deficit of $400,715. In addition, the Company has relatively limited operating history. These factors among others raise substantial doubt about the ability to continue as a going concern for a reasonable period of time. In order to continue as a going concern, The Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources by obtaining capital from the senior management, principal stockholders, and private placement sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | Note 4 - DISCONTINUED OPERATIONS As discussed in Note 1, on September 28, 2023, Cordyceps Sunshine Biotech Holdings Co., Ltd. (the “Company”), entered into a share purchase agreement (the “Agreement”) with Mr. Xusheng Niu (“Mr. Niu”), Cordyceps Sunshine Biotech Co., Ltd. (Hong Kong), a company incorporated under the laws of Hong Kong (the “Target”), and Chengdu Skyherb Biotechnology Co., Ltd. (China), a wholly foreign-owned enterprise formed under the laws of the People’s Republic of China and a wholly-owned subsidiary of the Target. Pursuant to the Agreement, the Company agreed to sell, and Mr. Niu agreed to purchase, 100% equity interest in the Target, in exchange for cancelling the debt (the “Transaction”) in a total amount of $1,152,328.5 (RMB8,411,156.95) (the “Debt”). The Debt was resulted from several loan agreements entered into by the Company and Mr. Niu since June 29, 2020. Pursuant to those loan agreement, Mr. Niu borrowed and made payments to fund the Company. Upon the closing of the Transaction, Mr. Niu agreed to release the Company from the obligation to repay the Debt and the Debt shall be deemed paid in full. The carrying amount of the major classes of assets and liabilities of discontinued operation as of December 31, 2023 and 2022 consist of the following: September 30, December 31, 2023 2022 Assets of discontinued operation: Current Assets: Cash and cash equivalents $ 63 $ 9,472 Accounts receivable, net 2,790 149,510 Others receivable 3,189 3,378 Advances and prepayments to suppliers 3,860 5,431 Inventory 45,803 313,530 Subtotal current assets from discontinued operation 55,705 481,321 Property, plant and equipment, net (Note 6) 1,180,994 1,349,625 Total assets from discontinued operation $ 1,236,699 $ 1,830,946 Liabilities of discontinued operation: Current Liabilities: Accounts payable $ 785,166 $ 751,135 Accounts payable - related party - 263,628 Accrued expenses 63,887 62,754 Other current liabilities 100,402 8,227 Subtotal current liabilities 949,455 1,085,744 Total liabilities of discontinued operation $ 949,455 $ 1,085,744 The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations consist of the following: For the nine months ended For the Year ended September 30, December 31, December 31, 2023 2022 2021 Sales $ 299,881 $ 395,481 $ 879,318 Costs of goods sold 349,810 501,711 1,055,530 Gross Profit (Loss) (49,929 ) (106,230 ) (176,212 ) Selling expenses - 3,441 27,298 General and administrative expenses 232,890 117,910 154,283 Total Operating Expenses 232,890 121,351 181,581 Other income (expenses) 58 (76,609 ) (13,482 ) Lose before Income Tax (282,761 ) (304,190 ) (371,275 ) Income Tax Expense - 792 351 Loss from discontinued operation $ (282,761 ) (304,982 ) (371,626 ) Gain from disposal, net of tax 865,085 - - Total gain (loss) from discontinued operations, net of income taxes $ 582,324 $ (304,982 ) $ (371,626 ) The Company realized a gain of $865,085 from the disposal of 100% equity of Cordyceps Sunshine Biotech Co., Ltd. (Hong Kong), including its subsidiary, Chengdu Skyherb Biotechnology Co., Ltd. (China), offset by loss from discontinued operations of $282,761 in the year ended December 31, 2023. As the result, total gain from discontinued operation for the year ended December 31, 2023 amounted $582,324. The Company reclassified Cordyceps Sunshine Biotech Co., Ltd. (Hong Kong) and its subsidiary as discontinued operation and recorded a net gain of $582,324 from discontinued operation in the year ended December 31, 2023. |
Other Receivable
Other Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Other Receivable [Abstract] | |
OTHER RECEIVABLE | Note 5 - OTHER RECEIVABLE The following is the breakdown of other receivable December 31, December 31, 2023 2022 Deposit $ 14,066 $ 9,502 Deductible input business tax 106,270 - Total 120,336 9,502 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | Note 6 - PROPERTY, PLANT AND EQUIPMENT The following is a summary of property, plant and equipment: December 31, December 31, 2023 2022 Cultivation facilities $ 2,734,357 $ - Vehicles 48,515 - Office equipment and furniture 113,597 100,000 Total 2,896,469 100,000 Less: Accumulated depreciation (81,703 ) (24,490 ) Total property, plant and equipment, net $ 2,814,766 $ 75,510 Depreciation expense charged to operations was $56,757 and 24,490 for the years ended December 31, 2023 and 2022, |
Account Payable and Accrued Lia
Account Payable and Accrued Liability | 12 Months Ended |
Dec. 31, 2023 | |
Account Payable and Accrued Liability [Abstract] | |
ACCOUNT PAYABLE AND ACCRUED LIABILITY | Note 7 - ACCOUNT PAYABLE AND ACCRUED LIABILITY Out of the total balance of $2,808,409, the account payable balance of $2,781,520 represents the payable to Taiwan Xinding Biological Research and Development Co., Ltd, for the purchase of Cultivation facilities. Total value of the purchased Cultivation facilities was $3,076,235. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | Note 8 - OTHER CURRENT LIABILITIES The other current liabilities of $1,378,277 as of December 31, 2022 represents the balance due to Mr Xusheng Niu. On July 5, 2023, the Company entered into an agreement with Mr. Xusheng Niu, and its subsidiary, Chengdu Skyherb, on transferring all of the account records of borrowing and repayment transactions and realated interest between Mr. Xusheng Niu and Chengdu Skyherb, from Chengdu Skyherb to Cordyceps Sunshine Cayman. According to the agreement, Cordyceps Sunshine Cayman replaced Chengdu Skyherb in assuming all previous debts and claims with Mr. Xusheng Niu. On September 28, 2023, the Company agreed to sell, and Mr. Niu agreed to purchase, 100% equity interest in Cordyceps Sunshine Biotech Co., Ltd. (Hong Kong), in exchange for cancelling the debt in a total amount of $1,152,328.5 (RMB8,411,156.95). Pls refer to Note 4 for detail. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 9 - RELATED PARTY TRANSACTIONS The Company had transactions with the following related parties: Name of Related Party Nature of Relationship Mr. Szuhao Huang Director, Chief Executive Officer (“CEO”) Mr. Yenhung Liu Director of the Company Chengdu Zhonghe sunshine Biotechnology Co., Ltd (“Chengdu Zhonghe”) A company whose legal representative is Mr. Yenhung Liu Gasar Biotechnology Co., Ltd A company managed by Mr. Szuhao Huang, Foshan Xiongluyu Tea Co., Ltd. A company whose legal representative is Mrs. Xiangtao Yao (1) Due to related parties Due to lack of cash resources, Mr. Szuhao Huang made fund to Cordyceps Sunshine Taiwan Branch to finance its operation. These funds were interest free before January 1, 2023 ,non-secured, due on demand. In 2022, Mr. Huang agreed to offset his advances to the Company with the Company’s advance to Gasar Biotechnology Co., Ltd. According to the supplementary agreement, these funds bore an interest rate of 4.125% from January 1, 2023.The balance due to Mr. Szuhao Huang was $14,202,and $0, as of December 31, 2023 and 2022 respectively. (2) Sales to related parties The Company sold newly developed products processed with cordyceps and taiwanofungus of $121,811, $ $53,304 and $0 to Gasar Biotechnology Co., Ltd. For the years ended December 31, 2023, 2022 and 2021 respectively. The related cost of revenue was $29,906, $13,746 and $0 for the years ended December 31, 2023, 2022 and 2021 respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | Note 10 - LEASES The Company has operating leases for corporate offices and employees ’ accommodation. These leases have remaining lease terms of 36 months to 49 months. The Company has elected to not recognize lease assets and liabilities for leases with a term less than twelve months. The Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate. The Company determines the incremental borrowing rates for these leases based primarily on lease terms were 4.75% in PRC, 3.22% and 3.94% in Taiwan. Amortization expense charged to operations was $86,216, $56,666 and $4,932 for the years ended December 31, 2023,2022 and 2021. The components of lease costs, lease term and discount rate with respect of corporate offices and employees’ accommodation leases with an initial term of more than 12 months are as follows: For years ended December 31, 2023 2022 2021 Operating lease cost $ 77,468 $ 52,507 $ 4,452 December 31, December 31, December 31, Weighted Average Remaining Lease Term - Operating leases 2.17 3.00 4.00 Weighted Average Discount Rate - Operating leases 3.22 % 3.22 % 3.22 % As of December 31, 2023, the future maturity of lease liabilities is as follows: For the year ended December 31, Amount 2024 $ 106,309 2025 110,853 2026 30,133 2027 - Thereafter - Total lease payment at Present Value $ 247,295 |
Long-Term Loans Payable
Long-Term Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Loans Payable [Abstract] | |
LONG-TERM LOANS PAYABLE | Note 11 - LONG-TERM LOANS PAYABLE In June 2020 through September 2020, Cordyceps Sunshine Cayman entered into loan agreements to borrow totally $414,000 from six individuals to finance its operation. These loans were non-interest bearing, non-secured, and had a term of one year which was subsequently extended to June 30, 2025. The outstanding balance of these loans amounted to $431,079, and $414,000 as of December 31, 2023 and 2022, respectively . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | Note 12 - INCOME TAXES Cayman Islands Under the current laws of Cordyceps Sunshine Cayman is not subject to tax on income or capital gain. In addition, payments of dividends by the Company to their shareholders are not subject to withholding tax in the Cayman Islands. Taiwan, Republic of China Cordyceps Sunshine Biotech Holdings Co., Ltd. is incorporated in the Cayman Islands, and has established a branch in Taiwan. It is a branch office of a foreign company and is not an independent legal entity, subject to the provisions of the For-profit Income Tax Act. The applicable sales tax rate is 5%, and the applicable income tax rate is 20%. Taiwan Branch had net taxable operating losses of approximately $437,550 carried forward for 2023. Detail of net operating loss carry forward from Cordyceps Taiwan is as follows: Year Amount 2021 63,864 2022 373,686 NOL Total Balance 437,550 As of December 31, 2023, the Company had net taxable operating losses of approximately $226,444 carried forward for the future years. The Taiwan Income Tax allows the enterprises to offset their future taxable income with taxable operating losses carried forward in a 10 year period. The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows: For the years ended December 31, 2023 2022 Net income before provision for income taxes $ 226,444 $ (304,982 ) Taiwan statutory tax rate 20 % 20 % Income tax at statutory tax rate 45,289 - Income tax expense(benefit) $ (42,221 ) $ - Effective tax rates -19 % 0 % China, PRC Chengdu Skyherb was incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. Accounting for Uncertainty in Income Taxes The tax authority of the PRC and Taiwan government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC and Taiwan after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC and Taiwan entities’ tax filings results are subject to examination. It is therefore uncertain as to whether the PRC and Taiwan tax authority may take different views about the Company’s PRC and Taiwan entities ’tax filings, which may lead to additional tax liabilities. ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely than-not” approach. The management evaluated the Company’s tax positions and concluded that no provision for uncertainty in income taxes was necessary as of December 31, 2023, 2022 and 2021. |
Concentrations, Risks and Uncer
Concentrations, Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations, Risks and Uncertainties [Abstract] | |
CONCENTRATIONS, RISKS AND UNCERTAINTIES | Note 13 - CONCENTRATIONS, RISKS AND UNCERTAINTIES Concentration The Company offers taiwanofungus products for sale while depends on limited suppliers for materials. Accordingly, the Company has a concentration risk related to its customers and suppliers. Failure to maintain existing relationships with the customers and suppliers or to establish new relationships in the future could negatively affect the Company’s ability to generate revenue and obtain materials in a timely manner. The concentration on customers ’ sales is as follows: For the year ended For the year ended Amount % Amount % Customer A - related party $ 121,811 14.49 % $ 53,304 100.00 % The concentration on suppliers ‘purchases is as follows: For the year ended For the year ended Amount % Amount % Supplier A $ 116,146 100.00 % $ 13,746 100.00 % Credit risk Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. The Company held cash and cash equivalents which were deposited in financial institutions located in Mainland China, and each bank account is insured by the local government authority with the maximum limit of RMB 500,000 (equivalent to approximately $71,821). The Company also held cash and cash equivalents which were deposited in financial institutions located in Taiwan, and each bank account is insured by the local government authority with the maximum limit of TWD 3,000,000 (equivalent to approximately $ 108, 147 The Company’s operations are carried out in PRC and Taiwan. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and Taiwan as well as by the general state of economy of PRC and Taiwan. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti- inflationary measures, currency conversion and remittance abroad, rates and methods of taxation among other factors. Liquidity risk The Company is also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage. Other risk The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, such as the COVID- 19 outbreak and spread, which could significantly disrupt the Company’s operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 14 - SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC 855- 10 for the disclosure of subsequent events. The Company evaluated subsequent events through the July 5, 2024, the financial statements were issued and determined the Company did not have any material subsequent event. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 823,860 | $ (720,093) | $ (491,006) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of 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 pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company,and its Taiwan branch,. All significant intercompany accounts and transactions have been eliminated. Certain amounts in the prior year’s consolidated financial statements and notes have been revised to conform to the current year presentation. These reclassifications had no impact on the reported results of operations and cash flows. |
Foreign Currency Translation | Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollar (“USD”), which is the reporting currency of the Company. The functional currency of Cordyceps Sunshine HK is Hong Kong dollar (“HKD”). The functional currency of Chengdu Skyherb is Renminbi (“RMB”). The functional currency of Cordyceps Sunshine Taiwan Branch is New Taiwan dollar (“TWD”). The Company maintains its books and records in its functional currencies. Transactions denominated in currencies other than the functional currencies are translated into the functional currencies at the exchange rates prevailing at the dates of the transactions. At the period end, transactions denominated in currencies other than the functional currencies are translated into the functional currencies at the exchange rates prevailing at the balance sheet date The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“USD”), and the accompanying consolidated financial statements have been expressed in USD. In accordance with ASC Topic 830- 30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not USD are translated into USD, using the exchange rate on the balance sheet date. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive gain (loss) within the statements of changes in shareholders ’ deficit. The exchange rates used for foreign currency translation were as follows: (1) USD$1 = HKD Balance Sheet Period Covered Date Rates Average Rates Year ended December 31, 2023 7.8087 7.8297 Year ended December 31, 2022 7.8015 7.8306 Year ended December 31, 2021 7.7996 7.7727 (2) USD$1 = RMB Balance Sheet Period Covered Date Rates Average Rates Year ended September 30, 2023 6.8972 6.7290 Year ended December 31, 2022 6.8972 6.7290 Year ended December 31, 2021 6.3726 6.4508 The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through local authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. (3) USD$1 = TWD Balance Sheet Period Covered Date Rates Average Rates Year ended December 31, 2023 30.7127 31.1471 Year ended December 31, 2022 30.7300 29.7963 Year ended December 31, 2021 27.7400 27.9366 |
Statements of Cash Flows | Statements of Cash Flows In accordance with FASB ASC 830-230, “Statement of Cash Flows”, cash flows from the Company’s operations are calculated based upon the functional currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet s |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as operating environment changes. Significant estimates and assumptions by management include, among others, estimated life and impairment of long-lived assets, , contingencies, valuation of inventories and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. |
Reclassification of prior year presentation | Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations and cash flows. A reclassification has been made to the Consolidated Balance Sheet as of December 31, 2022 to reclassify short term loan of $414,000 to long term loan payable due to amendments of the loan agreements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow: Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value. As of the balance sheet date, the estimated fair values of the financial instruments approximated their fair values due to the short-term nature of these instruments. For certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, long term loan and other payables , the carrying amounts approximate their fair values due to the short maturities. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all other highly liquid instruments with original maturities of three months or less. |
Accounts Receivable and allowance for Credit Losses | Accounts Receivable and allowance for Credit Losses Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses.The Company adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2021 using a modified retrospective approach. The Company also adopted this guidance to other receivables. To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The Company considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible. In circumstances in which the Company receives payment for accounts receivable that have previously been written off, the Company reverses the allowance and bad debt.The allowance for doubtful receivables was $0 as of December 31, 2023 and 2022. |
Consumptive biological assets | Consumptive biological assets The consumptive biological assets refer to the held for sale, or to be harvested as products in the future. The prepared taiwanofungus cultivate medium is enclosed in a cultivation carrier at the beginning of the cultivation process. Then no materials need to be added until the taiwanofungus grows and matures in the cultivate medium. So the inventoried cost amounts mainly includes the Taiwanofungus cultivate medium that was prepared by the suppliers, director cost, electricity, and rental of the cultivation site, etc. The consumptive biological assets consisting of raw materials, work-in-process, and finished goods are stated at the lower of cost or net realizable value utilizing the weighted average method. The determination of net realizable value of long-term taiwanofungus cultivation costs is based upon quarterly reviews of costs incurred and estimated costs to complete the cultivating process. When costs incurred and the estimate to complete exceed the net realizable value of taiwanofungus cultivated, a loss provision is recorded. The Company review and identify impaired inventory quarterly, including excess or obsolete inventory, based on expected production usage, abnormal production cycle. Impaired inventories are charged to cost of revenues in the period the impairment occurs. The allowance for inventory impairment are removed from the accounts when the relevant inventory is sold or disposed. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment primarily consist of cultivation equipment, office equipment, furniture, tools and construction in progress. Cultivation equipment, office equipment, furniture and tools are stated at cost less accumulated depreciation less any provision required for impairment in value. Depreciation is computed using the straight-line method with residual value rate of 5% based on the estimated useful lives as follows: Buildings and cultivation facilities 20 years (by local laws) Machinery and equipment 3- 10 years Office equipment and furniture The less of 5 years or lease term The Company constructs its cultivation facilities, which is accounted for as construction in progress before completed. In addition to cost under the construction contracts, interest cost and external costs directly related to the construction of such facilities, including equipment installation and shipping costs, are capitalized. Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income. |
Impairment of long-lived assets | Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2023. The Company recorded a fixed asset impairment of $1,177 for the discontinued operation in the year ended December 31, 2022. |
Operating Lease | Operating Lease The Company leases are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets incurred in the years ended December 31, 2023, and 2022. |
Research & Development Expenses | Research & Development Expenses Research and development expenses relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed when incurred in accordance with the FASB ASC 730, “Research and Development.” Research and development costs in continued operation were $0, $118,444 and $25,052 for the years ended December 31, 2023, 2022 and 2021. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income/loss, its components and accumulated balances. Components of comprehensive income/loss include net income/loss and foreign currency translation adjustments. The component of accumulated other comprehensive income (loss) consisted of foreign currency translation adjustments. The accumulated other comprehensive income was $89,584 and $40,841 as of December 31, 2023 and 2022. |
Revenue Recognition | Revenue Recognition The Company adopted ASC 606 upon inception. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Revenue for the sale of products is derived from contracts with customers, which primarily include the sale of taiwanofungus products. The Company’s sales arrangements do not contain variable consideration. Instead, the Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied, and control of the products has been transferred to the customer. For the vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered and customer acceptance is made. Revenue is recognized for sales of taiwanofungus at the point in time when the taiwanofungus are delivered to or picked up by, and accepted by customers. Costs accumulated during the taiwanofungus cultivating process are recognized as inventory; and charged to cost of goods sold upon taiwanofungus delivery to or pick up by customers. The Company’s return policy allows for the return of damaged or defective products, and the Company absorbs the shipping fee for the return. The Management believes the return is immaterial because the customers inspect and accept the goods upon delivery or pick up. There were no return for the years ended December 31, 2023, and 2022. Payments for taiwanofungus sales received in advance in accordance to the contract is recognized as deferred revenues when received. |
Income Taxes | Income Taxes The Company is subject to the Provisional Regulations on Income Tax The Company accounts for income taxes under the provision of FASB ASC 740- 10, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Earnings per share | Earnings per share Basic earnings per ordinary share is computed by dividing net earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary share (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti- dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. For the years ended December 31, 2023, 2022 and 2021, the Company had no dilutive stocks. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments the Company holds that are subject to concentrations of credit risk are cash, notes receivables and accounts receivable arising from its normal business activities. The Company places its cash and restricted cash in what it believes to be credit-worthy financial institutions. The Company routinely assesses the credit status of its customers and, based upon factors surrounding the credit risks, establishes an allowance, if required, for uncollectible accounts. The company believes its accounts receivable and others receivable credit risk exposure beyond such allowance is limited. |
Related Parties Transactions | Related Parties Transactions A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered as a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts of related party transactions due to their related party nature. |
Segment Reporting | Segment Reporting ASC 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management determined the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: cultivating and sales of Chinese rare medicinal herb, taiwanofungus raw material and its finished products. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On October 1st, 2022, the Company adopted ASU No. 2021-10, Government Assistance (Topic 832): This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The Company adopted the ASU prospectively on October 1st, 2022. Adoption of this ASU did not have a material impact on our consolidated financial statements. In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Group beginning January 1, 2024 on a prospective basis. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its the consolidated financial position, statements of operations and cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Exchange Rates used for Foreign Currency Translation | The exchange rates used for foreign currency translation were as follows: Balance Sheet Period Covered Date Rates Average Rates Year ended December 31, 2023 7.8087 7.8297 Year ended December 31, 2022 7.8015 7.8306 Year ended December 31, 2021 7.7996 7.7727 Balance Sheet Period Covered Date Rates Average Rates Year ended September 30, 2023 6.8972 6.7290 Year ended December 31, 2022 6.8972 6.7290 Year ended December 31, 2021 6.3726 6.4508 Balance Sheet Period Covered Date Rates Average Rates Year ended December 31, 2023 30.7127 31.1471 Year ended December 31, 2022 30.7300 29.7963 Year ended December 31, 2021 27.7400 27.9366 |
Schedule of Property, Plant and Equipment Estimated Useful Lives | Depreciation is computed using the straight-line method with residual value rate of 5% based on the estimated useful lives as follows: Buildings and cultivation facilities 20 years (by local laws) Machinery and equipment 3- 10 years Office equipment and furniture The less of 5 years or lease term |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Assets And Liabilities of Discontinued Operation | The carrying amount of the major classes of assets and liabilities of discontinued operation as of December 31, 2023 and 2022 consist of the following: September 30, December 31, 2023 2022 Assets of discontinued operation: Current Assets: Cash and cash equivalents $ 63 $ 9,472 Accounts receivable, net 2,790 149,510 Others receivable 3,189 3,378 Advances and prepayments to suppliers 3,860 5,431 Inventory 45,803 313,530 Subtotal current assets from discontinued operation 55,705 481,321 Property, plant and equipment, net (Note 6) 1,180,994 1,349,625 Total assets from discontinued operation $ 1,236,699 $ 1,830,946 Liabilities of discontinued operation: Current Liabilities: Accounts payable $ 785,166 $ 751,135 Accounts payable - related party - 263,628 Accrued expenses 63,887 62,754 Other current liabilities 100,402 8,227 Subtotal current liabilities 949,455 1,085,744 Total liabilities of discontinued operation $ 949,455 $ 1,085,744 For the nine months ended For the Year ended September 30, December 31, December 31, 2023 2022 2021 Sales $ 299,881 $ 395,481 $ 879,318 Costs of goods sold 349,810 501,711 1,055,530 Gross Profit (Loss) (49,929 ) (106,230 ) (176,212 ) Selling expenses - 3,441 27,298 General and administrative expenses 232,890 117,910 154,283 Total Operating Expenses 232,890 121,351 181,581 Other income (expenses) 58 (76,609 ) (13,482 ) Lose before Income Tax (282,761 ) (304,190 ) (371,275 ) Income Tax Expense - 792 351 Loss from discontinued operation $ (282,761 ) (304,982 ) (371,626 ) Gain from disposal, net of tax 865,085 - - Total gain (loss) from discontinued operations, net of income taxes $ 582,324 $ (304,982 ) $ (371,626 ) |
Other Receivable (Tables)
Other Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Receivable [Abstract] | |
Schedule of Breakdown of Other Receivable | The following is the breakdown of other receivable December 31, December 31, 2023 2022 Deposit $ 14,066 $ 9,502 Deductible input business tax 106,270 - Total 120,336 9,502 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Summary of Property, Plant and Equipment: | The following is a summary of property, plant and equipment: December 31, December 31, 2023 2022 Cultivation facilities $ 2,734,357 $ - Vehicles 48,515 - Office equipment and furniture 113,597 100,000 Total 2,896,469 100,000 Less: Accumulated depreciation (81,703 ) (24,490 ) Total property, plant and equipment, net $ 2,814,766 $ 75,510 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company had transactions with the following related parties: Name of Related Party Nature of Relationship Mr. Szuhao Huang Director, Chief Executive Officer (“CEO”) Mr. Yenhung Liu Director of the Company Chengdu Zhonghe sunshine Biotechnology Co., Ltd (“Chengdu Zhonghe”) A company whose legal representative is Mr. Yenhung Liu Gasar Biotechnology Co., Ltd A company managed by Mr. Szuhao Huang, Foshan Xiongluyu Tea Co., Ltd. A company whose legal representative is Mrs. Xiangtao Yao |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of the Components of Lease Costs, Lease Term and Discount Rate | The components of lease costs, lease term and discount rate with respect of corporate offices and employees’ accommodation leases with an initial term of more than 12 months are as follows: For years ended December 31, 2023 2022 2021 Operating lease cost $ 77,468 $ 52,507 $ 4,452 December 31, December 31, December 31, Weighted Average Remaining Lease Term - Operating leases 2.17 3.00 4.00 Weighted Average Discount Rate - Operating leases 3.22 % 3.22 % 3.22 % |
Schedule of the Future Maturity of Lease Liabilities | As of December 31, 2023, the future maturity of lease liabilities is as follows: For the year ended December 31, Amount 2024 $ 106,309 2025 110,853 2026 30,133 2027 - Thereafter - Total lease payment at Present Value $ 247,295 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Operating Loss Carry Forward | Detail of net operating loss carry forward from Cordyceps Taiwan is as follows: Year Amount 2021 63,864 2022 373,686 NOL Total Balance 437,550 |
Schedule of Reconciliations of the Statutory Income Tax Rate | The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows: For the years ended December 31, 2023 2022 Net income before provision for income taxes $ 226,444 $ (304,982 ) Taiwan statutory tax rate 20 % 20 % Income tax at statutory tax rate 45,289 - Income tax expense(benefit) $ (42,221 ) $ - Effective tax rates -19 % 0 % |
Concentrations, Risks and Unc_2
Concentrations, Risks and Uncertainties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations, Risks and Uncertainties [Abstract] | |
Schedule of Concentration on Suppliers’ Purchases | The concentration on customers ’ sales is as follows: For the year ended For the year ended Amount % Amount % Customer A - related party $ 121,811 14.49 % $ 53,304 100.00 % |
Schedule of Concentration on Suppliers’ Purchases | The concentration on suppliers ‘purchases is as follows: For the year ended For the year ended Amount % Amount % Supplier A $ 116,146 100.00 % $ 13,746 100.00 % |
Organization (Details)
Organization (Details) | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 28, 2023 | Aug. 17, 2023 | |
Organization [Line Items] | ||||||
Debt transaction amount | $ 1,152,328.5 | ¥ 8,411,156.95 | ||||
Realized a gain | 865,085 | |||||
Loss from discontinued operations | (282,761) | $ (304,982) | $ (371,626) | |||
Gain from discontinued operation | 582,324 | $ (304,982) | $ (371,626) | |||
Cordyceps Sunshine Biotech Co., Ltd. [Member] | ||||||
Organization [Line Items] | ||||||
Gain from discontinued operation | 582,324 | |||||
Cordyceps Sunshine HK [Member] | ||||||
Organization [Line Items] | ||||||
Realized a gain | 865,085 | |||||
Loss from discontinued operations | $ 282,761 | |||||
Cordyceps Sunshine Cayman [Member] | ||||||
Organization [Line Items] | ||||||
Equity interest | 100% | |||||
Mr. Niu [Member] | ||||||
Organization [Line Items] | ||||||
Equity interest | 100% | 100% | 100% | |||
Chengdu Skyherb [Member] | ||||||
Organization [Line Items] | ||||||
Equity interest | 100% | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |||
Long term loan payable | $ 431,079 | $ 414,000 | |
Allowance for doubtful receivables | $ 0 | 0 | |
Residual value rate | 5% | ||
Tangible Asset Impairment Charges | 1,177 | ||
Research and development costs | $ 0 | 118,444 | $ 25,052 |
Accumulated other comprehensive income | $ 89,584 | $ 40,841 | |
Enterprise income tax percentage | 20% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rates used for Foreign Currency Translation | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
HKD [Member] | ||||
Schedule of Exchange Rates used for Foreign Currency Translation [Line Items] | ||||
Balance Sheet Date Rates | 7.8087 | 7.8015 | 7.7996 | |
Average Rates | 7.8297 | 7.8306 | 7.7727 | |
RMB [Member] | ||||
Schedule of Exchange Rates used for Foreign Currency Translation [Line Items] | ||||
Balance Sheet Date Rates | 6.8972 | 6.8972 | 6.3726 | |
Average Rates | 6.729 | 6.729 | 6.4508 | |
TWD [Member] | ||||
Schedule of Exchange Rates used for Foreign Currency Translation [Line Items] | ||||
Balance Sheet Date Rates | 30.7127 | 30.73 | 27.74 | |
Average Rates | 31.1471 | 29.7963 | 27.9366 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Property, Plant and Equipment Estimated Useful Lives | Dec. 31, 2022 |
Buildings and cultivation facilities [Member] | |
Schedule of Property, Plant and Equipment Estimated Useful Lives [Line Items] | |
Property and equipment, estimated useful lives | 20 years |
Office equipment and furniture [Member] | |
Schedule of Property, Plant and Equipment Estimated Useful Lives [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Minimum [Member] | Machinery and equipment [Member] | |
Schedule of Property, Plant and Equipment Estimated Useful Lives [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Maximum [Member] | Machinery and equipment [Member] | |
Schedule of Property, Plant and Equipment Estimated Useful Lives [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Going Concern [Line Items] | |||
Net income loss | $ 823,860 | $ (720,093) | $ (491,006) |
Accumulated deficit | $ (400,715) | $ (1,224,575) |
Discontinued Operations (Detail
Discontinued Operations (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 28, 2023 | |
Discontinued Operation [Line Items] | |||||
Debt transaction amount | $ 1,152,328.5 | ¥ 8,411,156.95 | |||
Realized a gain amount | 865,085 | ||||
Loss from discontinued operations | (282,761) | $ (304,982) | $ (371,626) | ||
Gain from discontinued operation | 582,324 | $ (304,982) | $ (371,626) | ||
Cordyceps Sunshine Biotech Co., Ltd. [Member] | |||||
Discontinued Operation [Line Items] | |||||
Gain from discontinued operation | 582,324 | ||||
Cordyceps Sunshine Biotech Co., Ltd. [Member] | |||||
Discontinued Operation [Line Items] | |||||
Gain from discontinued operation | $ 582,324 | ||||
Mr. Niu [Member] | |||||
Discontinued Operation [Line Items] | |||||
Equity interest | 100% | 100% | 100% | ||
Cordyceps Sunshine Biotech Co., Ltd. [Member] | |||||
Discontinued Operation [Line Items] | |||||
Equity interest | 100% | 100% |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Assets And Liabilities of Discontinued Operation - Discontinued Operations [Member] - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets of discontinued operation: | |||
Cash and cash equivalents | $ 63 | $ 9,472 | |
Accounts receivable, net | 2,790 | 149,510 | |
Others receivable | 3,189 | 3,378 | |
Advances and prepayments to suppliers | 3,860 | 5,431 | |
Inventory | 45,803 | 313,530 | |
Subtotal current assets from discontinued operation | 55,705 | 481,321 | |
Property, plant and equipment, net (Note 6) | 1,180,994 | 1,349,625 | |
Total assets from discontinued operation | 1,236,699 | 1,830,946 | |
Liabilities of discontinued operation: | |||
Accounts payable | 785,166 | 751,135 | |
Accounts payable - related party | 263,628 | ||
Accrued expenses | 63,887 | 62,754 | |
Other current liabilities | 100,402 | 8,227 | |
Subtotal current liabilities | 949,455 | 1,085,744 | |
Total liabilities of discontinued operation | 949,455 | 1,085,744 | |
Sales | 299,881 | 395,481 | $ 879,318 |
Costs of goods sold | 349,810 | 501,711 | 1,055,530 |
Gross Profit (Loss) | (49,929) | (106,230) | (176,212) |
Selling expenses | 3,441 | 27,298 | |
General and administrative expenses | 232,890 | 117,910 | 154,283 |
Total Operating Expenses | 232,890 | 121,351 | 181,581 |
Other income (expenses) | 58 | (76,609) | (13,482) |
Lose before Income Tax | (282,761) | (304,190) | (371,275) |
Income Tax Expense | 792 | 351 | |
Loss from discontinued operation | (282,761) | (304,982) | (371,626) |
Gain from disposal, net of tax | 865,085 | ||
Total gain (loss) from discontinued operations, net of income taxes | $ 582,324 | $ (304,982) | $ (371,626) |
Other Receivable (Details) - Sc
Other Receivable (Details) - Schedule of Breakdown of Other Receivable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Breakdown of Other Receivable [Abstract] | ||
Deposit | $ 14,066 | $ 9,502 |
Deductible input business tax | 106,270 | |
Total | $ 120,336 | $ 9,502 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 56,757 | $ 24,490 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Summary of Property, Plant and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,896,469 | $ 100,000 |
Less: Accumulated depreciation | (81,703) | (24,490) |
Total property, plant and equipment, net | 2,814,766 | 75,510 |
Cultivation facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,734,357 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 48,515 | |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 113,597 | $ 100,000 |
Account Payable and Accrued L_2
Account Payable and Accrued Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Account Payable and Accrued Liability [Abstract] | ||
Account payable and accrued liabilty | $ 2,808,409 | |
Accounts payable | 2,781,520 | |
Purchased Cultivation facilities cost | $ 3,076,235 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) | 12 Months Ended | ||||
Sep. 28, 2023 USD ($) | Sep. 28, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | |
Other Current Liabilities (Details) [Line Items] | |||||
Other current liabilities | $ 1,378,277 | ||||
Debt transaction amount | $ 1,152,328.5 | ¥ 8,411,156.95 | |||
Mr. Niu [Member] | |||||
Other Current Liabilities (Details) [Line Items] | |||||
Debt transaction amount | $ 1,152,328.5 | ¥ 8,411,156.95 | |||
Mr. Niu [Member] | |||||
Other Current Liabilities (Details) [Line Items] | |||||
Equity interest, percentage | 100% | 100% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Mr. Szuhao Huang [Member] | |||
Related Party Transaction [Line Items] | |||
Balance due | $ 14,202 | $ 0 | |
Gasar Biotechnology Co., Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue | 121,811 | 53,304 | $ 0 |
Cost of revenue | $ 29,906 | $ 13,746 | $ 0 |
Supplementary Agreement [Member] | Mr. Szuhao Huang [Member] | |||
Related Party Transaction [Line Items] | |||
Fund interest rate, percentage | 4.125% |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Mr. Szuhao Huang [Member] | |
Schedule of Related Party Transactions [Line Items] | |
Name of Related Party | Director, Chief Executive Officer (“CEO”) |
Mr. Yenhung Liu [Member] | |
Schedule of Related Party Transactions [Line Items] | |
Name of Related Party | Director of the Company |
Chengdu Zhonghe sunshine Biotechnology Co., Ltd (“Chengdu Zhonghe”) [Member] | |
Schedule of Related Party Transactions [Line Items] | |
Name of Related Party | A company whose legal representative is Mr. Yenhung Liu |
Gasar Biotechnology Co., Ltd [Member] | |
Schedule of Related Party Transactions [Line Items] | |
Name of Related Party | A company managed by Mr. Szuhao Huang, |
Foshan Xiongluyu Tea Co., Ltd. [Member] | |
Schedule of Related Party Transactions [Line Items] | |
Name of Related Party | A company whose legal representative is Mrs. Xiangtao Yao |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Line Items] | |||
Borrowing rates | 3.22% | ||
Amortization expense | $ 86,216 | $ 56,666 | $ 4,932 |
PRC [Member] | |||
Leases [Line Items] | |||
Borrowing rates | 4.75% | ||
Taiwan [Member] | |||
Leases [Line Items] | |||
Borrowing rates | 3.94% | ||
Minimum [Member] | |||
Leases [Line Items] | |||
Remaining lease terms | 36 months | ||
Maximum [Member] | |||
Leases [Line Items] | |||
Remaining lease terms | 49 months |
Leases (Details) - Schedule of
Leases (Details) - Schedule of the Components of Lease Costs, Lease Term and Discount Rate - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of the Components of Lease Costs Lease Term and Discount Rate [Abstract] | |||
Operating lease cost | $ 77,468 | $ 52,507 | $ 4,452 |
Weighted Average Remaining Lease Term - Operating leases | 2 years 2 months 1 day | 3 years | 4 years |
Weighted Average Discount Rate - Operating leases | 3.22% | 3.22% | 3.22% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of the Future Maturity of Lease Liabilities | Dec. 31, 2023 USD ($) |
Schedule of the Future Maturity of Lease Liabilities [Abstract] | |
2024 | $ 106,309 |
2025 | 110,853 |
2026 | 30,133 |
2027 | |
Thereafter | |
Total lease payment at Present Value | $ 247,295 |
Long-Term Loans Payable (Detail
Long-Term Loans Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2020 |
Long-Term Loans Payable (Details) [Line Items] | |||
Outstanding balance | $ 431,079 | $ 414,000 | |
Cordyceps Sunshine Biotech Co., Ltd. [Member] | |||
Long-Term Loans Payable (Details) [Line Items] | |||
Loan agreements | $ 414,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Income Taxes [Line Items] | ||
Net operating loss (in Dollars) | $ 437,550 | |
Taiwan, Republic of China [Member] | ||
Income Taxes [Line Items] | ||
Percentage of sales tax rate | 5% | |
Subject to tax, percentage | 20% | |
Net operating loss (in Dollars) | $ 226,444 | |
China, PRC [Member] | ||
Income Taxes [Line Items] | ||
Enterprise income tax rate, percentage | 25% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Operating Loss Carry Forward | Dec. 31, 2023 USD ($) |
Condensed Financial Statements, Captions [Line Items] | |
NOL Total Balance | $ 437,550 |
2021 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
NOL Total Balance | 63,864 |
2022 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
NOL Total Balance | $ 373,686 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Reconciliations of the Statutory Income Tax Rate - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Reconciliations Of The Statutory Income Tax Rate Abstract | ||
Net income before provision for income taxes | $ 226,444 | $ (304,982) |
Taiwan statutory tax rate | 20% | 20% |
Income tax at statutory tax rate | $ 45,289 | |
Income tax expense(benefit) | $ (42,221) | |
Effective tax rates | (19.00%) | 0% |
Concentrations, Risks and Unc_3
Concentrations, Risks and Uncertainties (Details) - Dec. 31, 2023 | USD ($) | CNY (¥) | TWD ($) |
Mainland China [Member] | |||
Concentrations, Risks and Uncertainties [Line Items] | |||
Insured amount | $ 71,821 | ¥ 500,000 | |
Taiwan [Member] | |||
Concentrations, Risks and Uncertainties [Line Items] | |||
Insured amount | $ 108,147 | $ 3,000,000 |
Concentrations, Risks and Unc_4
Concentrations, Risks and Uncertainties (Details) - Schedule of Concentration on Customers’ Sales - Customer Concentration Risk [Member] - Major Customers [Member] - Revenue Benchmark [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Customer amount | $ 121,811 | $ 53,304 |
Customer percentage | 14.49% | 100% |
Concentrations, Risks and Unc_5
Concentrations, Risks and Uncertainties (Details) - Schedule of Concentration on Suppliers’ Purchases - Supplier Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member] - Supplier Concentration Risk [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentrations, Risks and Uncertainties (Details) - Schedule of Concentration on Suppliers’ Purchases [Line Items] | ||
Supplier amount | $ 116,146 | $ 13,746 |
Supplier percentage | 100% | 100% |