Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | Top KingWin Ltd |
Trading Symbol | TCJH |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001938865 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Room 1304, Building No. 25 |
Entity Address, Address Line Two | Tian’an Headquarters Center, No. 555 |
Entity Address, Address Line Three | North Panyu Avenue, Donghuan StreetPanyu District, |
Entity Address, City or Town | Guangzhou, |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 511400 |
Contact Personnel Name | Ruilin Xu |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Name | Friedman LLP |
Auditor Location | New York |
Auditor Firm ID | 711 |
Entity File Number | 001-41672 |
Business contact | |
Document Information Line Items | |
Entity Address, Address Line One | Room 1304, Building No. 25, |
Entity Address, Address Line Two | Tian’an Headquarters Center, No. 555 |
Entity Address, Address Line Three | North Panyu Avenue, Donghuan StreetPanyu District, |
Entity Address, City or Town | Guangzhou |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 511400 |
Contact Personnel Name | Ruilin Xu, |
City Area Code | +86 |
Local Phone Number | 400 661 3113 |
Contact Personnel Email Address | tcjh@tcjhgw.cn |
Class A Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 8,213,040 |
Class B Ordinary shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 3,786,960 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS | |||
Cash | $ 2,654,185 | $ 3,816,940 | |
Restricted cash | 78,461 | ||
Accounts receivable, net | 95,691 | 921,235 | |
Interest receivable - related party | 4,825 | ||
Prepayments | 12,248 | 104,307 | |
Other receivables | 97,911 | 36,706 | |
Total current assets | 2,860,035 | 4,962,474 | |
NON-CURRENT ASSETS | |||
Property and equipment, net | 210,330 | 236,166 | |
Intangible assets, net | 30,538 | 20,063 | |
Operating lease right-of-use assets | 522,278 | 623,236 | |
Other non-current assets | 40,376 | 36,809 | |
Deferred offering costs | 1,306,313 | ||
Deferred tax assets | 118,159 | ||
Total non-current assets | 2,227,994 | 916,274 | |
TOTAL ASSETS | 5,088,029 | 5,878,748 | |
CURRENT LIABILITIES | |||
Accounts payable | 264,006 | 836,787 | |
Accounts payable - related party | 1,285 | ||
Operating lease liabilities - current | 165,506 | 130,198 | |
Advance from clients | 187,630 | 587,396 | |
Due to related parties | 1,129,005 | 85,784 | |
Taxes payable | 37,919 | 508,149 | |
Accruals and other payables | 1,108,910 | 437,770 | |
Total current liabilities | 2,892,976 | 2,587,369 | |
Operating lease liabilities - non-current | 373,068 | 494,425 | |
Total non-current liabilities | 373,068 | 494,425 | |
TOTAL LIABILITIES | 3,266,044 | 3,081,794 | |
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS’ EQUITY | |||
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 8,213,040 shares issued and outstanding as of December 31, 2022 and 2021* | [1] | 821 | 821 |
Class B ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 3,786,960 shares issued and outstanding as of December 31, 2022 and 2021* | [1] | 379 | 379 |
Share subscription receivables | [1] | (1,200) | (1,200) |
Additional paid-in capital | 114,726 | 114,726 | |
Statutory reserve | 282,545 | 282,545 | |
Retained earnings | 1,563,563 | 2,335,046 | |
Accumulated other comprehensive (loss) income | (138,849) | 64,637 | |
Total shareholders’ equity | 1,821,985 | 2,796,954 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 5,088,029 | $ 5,878,748 | |
[1]Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | [1] | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | [1] | 8,213,040 | 8,213,040 |
Ordinary shares, shares outstanding | [1] | 8,213,040 | 8,213,040 |
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | [1] | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | [1] | 3,786,960 | 3,786,960 |
Ordinary shares, shares outstanding | [1] | 3,786,960 | 3,786,960 |
[1]Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14) |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
REVENUES | |||||
-- Third parties | $ 3,122,324 | $ 5,268,730 | $ 526,680 | ||
-- Related parties | 1,025,937 | 807,250 | |||
Total revenue | 3,122,324 | 6,294,667 | 1,333,930 | ||
COST OF REVENUES | (957,112) | (1,356,798) | (461,038) | ||
GROSS PROFIT | 2,165,212 | 4,937,869 | 872,892 | ||
OPERATING EXPENSES | |||||
Selling expenses | (948,565) | (979,097) | (279,043) | ||
General and administrative expenses | (2,136,437) | (915,550) | (213,991) | ||
Total operating expenses | (3,085,002) | (1,894,647) | (493,034) | ||
(LOSS) INCOME FROM OPERATIONS | (919,790) | 3,043,222 | 379,858 | ||
OTHER INCOME (EXPENSE), NET | |||||
Other income | 31,248 | 44,040 | 2,253 | ||
Other expense | (4,054) | (1,415) | (2,628) | ||
Total other income (expenses), net | 27,194 | 42,625 | (375) | ||
NET (LOSS) INCOME BEFORE INCOME TAXES | (892,596) | 3,085,847 | 379,483 | ||
Income tax (benefit) expense | 121,113 | (777,221) | (39,515) | ||
NET (LOSS) INCOME | (771,483) | 2,308,626 | 339,968 | ||
Other comprehensive (loss) income | |||||
Foreign currency translation (loss) income | (203,486) | 39,076 | 25,897 | ||
TOTAL COMPREHENSIVE (LOSS) INCOME | $ (974,969) | $ 2,347,702 | $ 365,865 | ||
Basic and diluted (loss) earnings per share* (in Dollars per share) | $ (0.06) | [1] | $ 0.19 | [1] | $ 0.03 |
Weighted average number of common shares outstanding - basic and diluted* (in Shares) | 12,000,000 | [1] | 12,000,000 | [1] | 12,000,000 |
[1] Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14). |
Consolidated Statements of (L_2
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (Parentheticals) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | ||||
Diluted earnings per share | [1] | $ (0.08) | $ 0.19 | $ 0.03 |
Weighted average number of common shares outstanding - diluted | [1] | 12,000,000 | 12,000,000 | 12,000,000 |
[1] Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14). |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) | Class A ordinary shares | Class B ordinary shares | Share subscription receivables | Additional paid-in capital | Statutory reserve | Retained earnings | Accumulated other comprehensive income (loss) | Total |
Balance at Dec. 31, 2019 | $ 821 | $ 379 | $ (1,200) | $ 43,427 | $ (31,003) | $ (336) | $ 12,088 | |
Balance (in Shares) at Dec. 31, 2019 | 8,213,040 | 3,786,960 | ||||||
Net income (loss) | 339,968 | 339,968 | ||||||
Statutory reserve | 24,320 | (24,320) | ||||||
Capital contribution from a former shareholder | 71,299 | 71,299 | ||||||
Foreign currency translation adjustment | 25,897 | 25,897 | ||||||
Balance at Dec. 31, 2020 | $ 821 | $ 379 | (1,200) | 114,726 | 24,320 | 284,645 | 25,561 | 449,252 |
Balance (in Shares) at Dec. 31, 2020 | 8,213,040 | 3,786,960 | ||||||
Net income (loss) | 2,308,626 | 2,308,626 | ||||||
Statutory reserve | 258,225 | (258,225) | ||||||
Foreign currency translation adjustment | 39,076 | 39,076 | ||||||
Balance at Dec. 31, 2021 | $ 821 | $ 379 | (1,200) | 114,726 | 282,545 | 2,335,046 | 64,637 | 2,796,954 |
Balance (in Shares) at Dec. 31, 2021 | 8,213,040 | 3,786,960 | ||||||
Net income (loss) | (771,483) | (771,483) | ||||||
Foreign currency translation adjustment | (203,486) | (203,486) | ||||||
Balance at Dec. 31, 2022 | $ 821 | $ 379 | $ (1,200) | $ 114,726 | $ 282,545 | $ 1,563,563 | $ (138,849) | $ 1,821,985 |
Balance (in Shares) at Dec. 31, 2022 | 8,213,040 | 3,786,960 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cash flows from operating activities | |||
Net (loss) income | $ (771,483) | $ 2,308,626 | $ 339,968 |
Adjustments to reconcile net income to cash (used in) provided by operating activities: | |||
Provision for doubtful accounts | 109,972 | 13,952 | |
Depreciation and amortization | 64,657 | 35,428 | 9,454 |
Deferred tax benefit | (121,113) | ||
Changes in assets and liabilities | |||
Accounts receivable | 736,207 | (525,576) | (372,277) |
Other receivables | (62,734) | (20,682) | (14,557) |
Prepayments | 94,360 | (15,118) | (82,149) |
Accounts receivable - related party | 341,042 | (318,647) | |
Interest receivable - related party | 4,946 | (4,767) | |
Other non-current assets | (3,656) | (4,301) | (29,958) |
Accounts payable | (587,098) | 565,127 | 244,341 |
Accruals and other payables | 72,918 | 332,242 | 93,639 |
Advance from clients | (409,759) | 372,025 | 194,574 |
Accounts payable - related party | (1,317) | (14,234) | 14,484 |
Taxes payable | (481,984) | 405,436 | 90,214 |
Operating lease liabilities | (39,853) | (14,828) | 15,134 |
Net cash (used in) provided by operating activities | (1,395,937) | 3,774,372 | 184,220 |
Cash flows from investing activities | |||
Purchase of property and equipment | (32,199) | (131,577) | (129,589) |
Purchase of intangible asset | (13,480) | (19,961) | |
Loan to a shareholder | (1,550,192) | ||
Loan repaid by a shareholder | 1,550,192 | ||
Net cash used in investing activities | (45,679) | (151,538) | (129,589) |
Cash flows from financing activities | |||
Capital contribution from a former shareholder | 71,299 | ||
Due to related parties | 392,100 | 52,034 | 30,561 |
Repayment to related parties | (87,928) | ||
Net cash provided by financing activities | 304,172 | 52,034 | 101,860 |
Effect of exchange rates on cash | (103,772) | 49,201 | 10,406 |
Net (decrease) increase in cash and restricted cash | (1,241,216) | 3,724,069 | 166,897 |
Cash and restricted cash at beginning of year | 3,895,401 | 171,332 | 4,435 |
Cash and restricted cash at end of year | 2,654,185 | 3,895,401 | 171,332 |
Cash at end of year | 2,654,185 | 3,816,940 | 171,332 |
Restricted cash at end of year | 78,461 | ||
Cash and restricted cash at end of year | 2,654,185 | 3,895,401 | 171,332 |
Supplemental disclosure information | |||
Cash paid for interest expenses | |||
Cash paid for income tax | 480,263 | 398,044 | 1,363 |
Supplemental disclosure of non-cash financing activities: | |||
Operating lease asset obtained in exchange for operating lease obligation | 119,820 | 627,176 | 614,432 |
Borrowings from a related party to pay deferred offering costs | 706,313 | ||
Deferred offering costs in accrual and other payables | $ 600,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business [Abstract] | |
ORGANIZATION AND BUSINESS | Note 1 - ORGANIZATION AND BUSINESS Top KingWin Ltd and its consolidated subsidiaries (collectively referred to as the “Group” or the “Company”) primarily provide three main corporate services, including corporate business training, corporate consulting, advisory and transaction services to its clients in the People’s Republic of China (the “PRC”). Top KingWin Ltd (“KingWin”) is a holding company incorporated in Cayman Island on February 16, 2022 under the laws of the Cayman Islands. The Company has no substantial operations other than holding all of the outstanding share capital of Sky Kingwin Ltd (“KingWin BVI”) established under the laws of the British Virgin Islands on March 15, 2022. KingWin BVI is also a holding company holding all of the outstanding equity of SKY KINGWIN (HK) LIMITED (“KingWin HK”) which was incorporated in Hong Kong on April 19, 2022. KingWin HK is a holding company holding all of the outstanding equity of Guangdong Tiancheng Jinhui Enterprise Development Co., Ltd. (“Tiancheng Jinhui”) which was established on October 25, 2018 under the law of the PRC. Reorganization A reorganization of the Company’s legal structure was completed on July 1, 2022, the former shareholders transferred their 100% ownership interest in Tiancheng Jinhui to KingWin HK, which is 100% owned by KingWin through KingWin BVI. After the reorganization, KingWin owns 100% equity interests of KingWin BVI, KingWin HK and Tiancheng Jinhui. The controlling shareholder of KingWin is the same as that of Tiancheng Jinhui prior to the reorganization. The reorganization involved the incorporation of KingWin, and its wholly owned subsidiaries, KingWin BVI, and KingWin HK; and the transfer of all equity ownership of Tiancheng Jinhui to KingWin HK from the former shareholders of Tiancheng Jinhui. Following the transfer, the Company issued 68,442 of Class A ordinary shares (“Class A Ordinary Share”) and 31,558 of Class B ordinary shares (“Class B Ordinary Shares”) with par value $0.0001 per share to the former shareholders of Tiancheng Jinhui. As part of the reorganization, on January 10, 2023, the Company issued a total of 8,144,598 Class A Ordinary Shares and 3,755,402 Class B Ordinary Shares to its existing shareholders, which increased pro rata the number of shares each shareholder owns and did not change their respective percentage of ownership in the Company. Ordinary shares outstanding after this issuance included (i) 8,213,040 Class A Ordinary Shares and (ii) 3,786,960 Class B Ordinary Shares. The transactions were between entities under common control, and therefore accounted for in a manner similar to the pooling-of-interest method. Under the pooling-of-interests method, combination between two businesses under common control is accounted for at carrying amounts with retrospective adjustment of prior period financial statements, and the equity accounts of the combining entities are combined and the difference between the consideration paid and the net assets acquired is reflected as an equity transaction (i.e., distribution to parent company). As opposed to the purchase method of accounting, no intangible assets were recognized in the transaction, and no goodwill was recognized as a result of the combination. The consolidated financial statements reflect the activities of Tiancheng Jinhui, the Company’s PRC operating subsidiary. KingWin, KingWin BVI and KingWin HK have no operations or activity other than being the holding company of their respective immediate subsidiary. Name of Entity Background Ownership Principle activities Sky Kingwin Ltd British Virgin Islands (“BVI”) Company KingWin Holding company SKY KINGWIN (HK) LIMITED Hong Kong (“HK”) Limited Company KingWin BVI Holding company Guangdong Tiancheng Jinhui Enterprise Development Co., Ltd. (formerly known as “Guangdong Tiancheng Education Consulting Co., Ltd.” and “Vipshop (Guangdong) Food Co., Ltd.”) The People’s Republic Of China (“PRC”) Company KingWin HK Corporate consulting, corporate business training, advisory and transaction services On April 20, 2023, the Company consummated the initial public offering of 2,750,000 Class A Ordinary Shares, at a public offering price of $4.00 per share. The gross proceeds to the Company from the offering, before deducting commissions, expense allowance, and expenses, were approximately $11 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). (b) Use of Estimates The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates required to be made by management, include, but are not limited to, the assessment of a provision for doubtful accounts, the useful lives of property and equipment and intangible asset, and valuation of deferred tax assets. Actual results may differ from those estimates under different assumptions or conditions. (c) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove a majority of the members of the board of directors or to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders. (d) Fair value measurements The Company applies ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: 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. Unobservable inputs are valuation technique inputs that may reflect the Company’s own assumptions that cannot be corroborated with observable market data. Management of the Company is responsible for considering the carrying amount of cash, restricted cash, accounts receivable, net, prepayments, other receivables, accounts receivable - related party, interest receivable - related party, accounts payable, operating lease liabilities -current, advance from clients, accounts payable - related party, due to related parties, taxes payable, and accruals and other payables based on the short-term maturity of these instruments to approximate their fair values because of their short-term nature. (e) Cash Cash primarily consists of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains most of its bank accounts in the PRC. (f) Restricted Cash Restricted cash represents restricted cash held by banks as guarantee deposit for a contractual dispute which closed as of December 31, 2021 and the restricted cash has been released on February 8, 2022. Thus, there was no restricted cash as of December 31, 2022. (g) Accounts Receivable, Net Accounts receivable include trade accounts due from clients. Accounts are considered overdue over 90 days. Management reviews its receivables on a regular basis to determine if the provision of doubtful accounts is adequate and provides provision when necessary. The provision is based on management’s best estimates of specific losses on individual client exposures, as well as the historical trends of collections. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. (h) Prepayments Prepayments primarily consist of the prepayments to the service suppliers for the Company event hosting, planning, and execution. The Company maintains a provision for doubtful accounts to state prepayments at their estimated realizable value based on a variety of factors, including the possibility of releasing the prepayments into service, significant one-time events, and historical experience. As of December 31, 2022 and 2021, no provision for doubtful accounts for prepayments was made. (i) Other Receivables Other receivables represent advance payments made to cooperative parties for expenses and money owed to the Company by third parties, which normally includes insignificant receivable amounts. (j) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. Estimated useful lives are as follows: Estimated Leasehold improvement 5 Vehicle 4 Office equipment 5 Electronic equipment 3 (k) Intangible Assets, net Intangible assets are stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible assets represents a production copyright that the Company purchased externally and is amortized straight-line over 10 years in accordance with the way the Company estimates to generate economic benefits from such copyright. The estimated useful lives of the Company’s intangible assets are listed below: Estimated useful lives (years) Copyright 10 Trademarks 10 Software 10 (l) Impairment of Long-lived Assets Long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the non-discounted future cash flows generated from the assets and recognizes an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. No impairment was recorded by the Company as of December 31, 2022 and 2021. (m) Lease On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-02. Under this guidance, the Company determines if an arrangement is a lease or contains a lease at inception, operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the operating lease liabilities. Lease expense is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating lease associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company has two operating leases for office, including an option to renew which is not at the Company’s sole discretion. The renewal to extend the lease term is not included in the Company’s ROU assets and operating lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal option, and, when it is reasonably certain of exercise, the Company will include the renewal period in its lease term. New lease modifications result in re-measurement of the ROU assets and operating lease liabilities. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no The operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current on the consolidated balance sheets. (n) Deferred Offering Costs Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. The Company recorded related offering costs as deferred offering costs and wrote off as a reduction of equity at the time of listing, rather than as part of the current period’s income or loss. (o) Revenue Recognition The following five steps are applied to achieve the core principle of the new revenue standard: (i) identify contract(s) with a client; (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 revenues when (or as) the Company satisfies the performance obligation. The Company’s revenues are recognized when persuasive evidence of an arrangement exists, service has occurred, and all performance obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable and collectability is reasonably assured. The Company revenue agreements generally do not include a right of return in relation to the delivered products or services. Depending on the terms of the agreement and the laws that apply to the agreement, service obligations may be delivered over time or at a point in time. Control of the services is transferred over time if the Company’s performance: - provides all of the benefits received and consumed simultaneously by the client; - creates and enhances an asset that the client controls as the Company performs; or - does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance complete to date. If control of services transfers over time, revenue is recognized over the period of the agreement by reference to progress toward complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the client obtains control of the services. The Company currently generates its revenue from the following main sources: Revenues from advisory and transaction services The Company deliver packaged advisory and transaction services to help design a financial plan, build up and maintain the corporate image of our clients, connect clients with potential investors, and present its client to the interested investors. Revenues from advisory and transaction services represent service fees associated with private fundraising transactions, which are recognized on net basis. The service fees were charged based on a certain percentage of the fund raised by the clients, which were only payable upon the completion of fundraising. The revenues are the amount of consideration to which the Company expects to be entitled in complete the fundraising transactions, the only performance obligation of the service. Revenue is recognized at the point when the advisory services have been conducted and the underlying fundraising transactions are completed under the terms of the respective contract. Payment term of advisory and transaction services is three days when the performance obligation completed. Revenues from corporate consulting services The Company provides a combination of corporate consulting services that are bundled and customized to fulfill each client’s unique financial needs. The corporate consulting services include various specific services (e.g., due diligence service, business plans, financing solutions). The Company charged a fixed price for a specific service and revenue is recognized when the Company completes the specific services agreed upon in the contract. Each of the specific services is considered as one performance obligation. Each performance obligation is independent to each other with specific price identified in the contract and the clients could contract with the Company for any one of the specific services. Since clients can cancel each specific service before it is delivered without any penalty, the Company does not have an enforceable right to payment from the client, and thus the services and prices are excluded from the contract until the individual specific service starts or advance payment is received. Before the full and complete delivery of the services, the clients cannot benefit from the performance and cannot control the work in progress. The Company control the rights to the services, and the services can easily be redirected to another client without incurring significant costs. As a result, the revenues do not meet the criteria of recognizing revenue over time, and such services shall only be useful to the client after delivered in full. The revenue is therefore recognized at the point in time when the deliverables, in the form of reports are delivered based on the specific terms of the contract. Revenues from corporate business training services Revenues from corporate business training services consist of two types (i) training fees and (ii) set-up fees. Each type of the training services is considered as one performance obligation. Each performance obligation is independent to each other and its clients could contract with the Company for any one of the training services. (i) Training fees The Company provides corporate business training services through diversified courses. The courses are provided in a short-term period. The revenue is recognized when the courses are fully delivered. Training fees are collected before providing any service and is recorded as advances from clients. (ii) Set-up fees The Company offers referral and marketing service companies set-up services. The Company helps the referral and marketing service companies familiarize themselves with the training and conduct the business in a short period. Thereafter, the referral and marketing service companies have the right to promote the corporate business training services for the Company. A new partner is required to pay a non-refundable set-up fee. Any fees charged to the referral and marketing service companies for the set-up activities are recognized as revenue at the point in time when the set-up services have been completed and the Company has the right to bill the referral and marketing service companies. Revenues from others Revenue from others is mainly derived from the small amount from referral services. The revenue from referral services is recognized at the point when both parties are satisfied with the performance obligation that agreed and signed on the contract. Advance from clients Advance from clients is the amount that will be invoiced and recognized as revenue in future periods, at a point in time, when the Company completes its performance obligations. Changes in advance from clients as follows: Years Ended 2022 2021 2020 Advance from clients, beginning of the period $ 587,396 $ 205,881 $ - Revenue deferred during the period 84,945 484,364 205,881 Recognition of revenue deferred in prior periods (316,154 ) (102,849 ) - Refund to clients (131,590 ) - - Foreign currency translation adjustment (36,967 ) - - Advance from clients, end of the period $ 187,630 $ 587,396 $ 205,881 Advance from clients is mainly consists of the fee for corporate consulting services and corporate business training services. Practical expedients Cost to obtain a client – the Company pays certain costs to obtain a client contract such as commissions. As the Company’s client contracts have a contractual term of one year or less, it has elected to apply the practice expedient and expense these costs in selling, general and administrative expense as incurred. Revenues by services: Years Ended December 31, 2022 2021 2020 Revenues Advisory and transaction service $ 2,000,219 $ 3,878,847 $ 715,909 Corporate business training service 256,356 1,467,563 294,577 Corporate consulting service 862,081 839,531 287,714 Others 3,668 108,726 35,730 Total revenues $ 3,122,324 $ 6,294,667 $ 1,333,930 Revenue by recognition over time vs at point in time: Years Ended December 31, 2022 2021 2020 Revenue by recognition over time $ - $ - $ - Revenue by recognition at a point in time 3,122,324 6,294,667 1,333,930 Total revenues $ 3,122,324 $ 6,294,667 $ 1,333,930 (p) Cost of Revenues The Company’s service costs primarily include (1) referral fees paid to agent companies for the recommendation of potential clients, (2) service fees paid to outsourcing providers, and (3) commission fees of service personnel paid to third parties and the Company’s staff. (q) Income Tax The Company accounts for income taxes under ASC 740. Current income taxes are provided based on net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2019 to 2022 are subject to examination by any applicable tax authorities. (r) Value Added Tax (“VAT”) The Company was subject to VAT at the rate of 6% and related surcharges on revenues generated from provided services for the years ended December 31, 2022, 2021 and 2020. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. The Company reports revenues net of PRC VAT for all the periods presented in the consolidated statements of income and comprehensive income. (s) Foreign Currency Translation and transaction The reporting currency of the Company is the USD. Tiancheng Jinhui conducts its business in the local currency, Chinese Yuan (“RMB”), as its functional currency. Except for Tiancheng Jinhui, the Company and its subsidiaries in Cayman Islands, BVI and HK use USD as its functional currency. An entity’s functional currency is the currency of the primary economic environment in which it operates; normally, that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the consolidated statements of income and comprehensive income. The consolidated financial statements are presented in USD. Assets and liabilities are translated into USD at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts, except for the change in retained earnings, are translated using the historical exchange rates at the date of entry to shareholder equity; the change in retained earnings uses historical exchange rates of each period’s statement of income. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets. Translation of amounts from RMB into USD has been made at the following exchange rates from Board of Governors of the Federal Reserve System: Balance sheet items, except for equity accounts December 31, 2022 RMB6.8972 to $1 December 31, 2021 RMB6.3726 to $1 December 31, 2020 RMB6.5250 to $1 Statement of income and comprehensive income, and cash flows items For the year ended December 31, 2022 RMB6.7290 to $1 For the year ended December 31, 2021 RMB6.4508 to $1 For the year ended December 31, 2020 RMB6.9042 to $1 (t) Earnings (loss) Per Share (“EPS”) The Company computes earnings per share (EPS) in accordance with ASC 260, Earnings per Share (ASC 260). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (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. The Company has no dilutive securities as of and for the years ended December 31, 2022, 2021 and 2020. (u) Advertising Cost Advertising costs are expensed as incurred and included in selling expenses. Advertising costs amounted to $73,321, $21,654 and $6,752 for the years ended December 31, 2022, 2021 and 2020, respectively. (v) Employee Benefit The Company is required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of its employees up to a maximum amount specified by the local government from time to time at locations where the Company operates its businesses. (w) Statutory Reserve In accordance with the PRC Regulations on Enterprises with Foreign Investment and its articles of association, a foreign-invested enterprise established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A foreign-invested enterprise is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign-invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distribute as cash dividends. Tiancheng Jinhui was established as a foreign-invested enterprise and therefore is subject to the above mandated restrictions on attributable profits. (x) Comprehensive Income (loss) Comprehensive income consists of two components, net income (loss) and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to USD is reported in other comprehensive income in the consolidated statements of income (loss) and comprehensive income (loss). (y) Segments Reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the PRC and substantially all of the Company’s revenues and expenses are derived in the PRC. Therefore, no geographical segments are presented. (z) Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions in Note 10. (aa) Recent Accounting Pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 after FASB delayed the effective date for non-public companies with ASU 2019-10. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial statements. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET | Note 3 - ACCOUNTS RECEIVABLE, NET Accounts receivable consists of the following: December 31, December 31, Accounts receivable $ 216,030 $ 935,358 Less: provision for doubtful accounts (120,339 ) (14,123 ) $ 95,691 $ 921,235 The following table sets forth the movement of provision for doubtful accounts: December 31, 2022 December 31, Beginning $ 14,123 $ - Additions 109,972 13,952 Exchange rate difference (3,756 ) 171 Balance $ 120,339 $ 14,123 |
Prepayments
Prepayments | 12 Months Ended |
Dec. 31, 2022 | |
Prepayments [Abstract] | |
PREPAYMENTS | Note 4 - PREPAYMENTS Prepayments consist of the following: December 31, December 31, Prepayments for the services cost $ 12,248 $ 104,307 |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid and Other Receivables [Abstract] | |
OTHER RECEIVABLES | Note 5 – OTHER RECEIVABLES Other receivables consist of the following: December 31, December 31, Income tax receivables $ 75,645 $ - Others 22,266 36,706 $ 97,911 $ 36,706 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 6 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, December 31, Leasehold improvement $ 205,314 $ 181,564 Vehicle 68,442 74,076 Office equipment 11,661 13,385 Electronic equipment 21,736 8,467 Less: Accumulated depreciation (96,823 ) (41,326 ) $ 210,330 $ 236,166 For the years ended December 31, 2022, 2021 and 2020, depreciation expenses amounted to $61,903, $35,287 and $4,380, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS, NET | Note 7 - INTANGIBLE ASSETS, NET Intangible assets, net, consist of the following: December 31, December 31, Copyrights $ 2,499 $ 2,703 Trademarks 16,171 17,503 Software 14,687 - Less: Accumulated amortization (2,819 ) (143 ) $ 30,538 $ 20,063 For the years ended December 31, 2022, 2021 and 2020, amortization expenses amount to $2,754, $141 and $5,074, respectively. |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-Current Assets [Abstract] | |
OTHER NON-CURRENT ASSETS | Note 8 - OTHER NON-CURRENT ASSETS Other non-current assets consist of the following: December 31, December 31, Deposits for operating lease $ 40,376 $ 36,809 |
Accruals and Other Payables
Accruals and Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Accruals and Other Payables [Abstract] | |
ACCRUALS AND OTHER PAYABLES | Note 9 - ACCRUALS AND OTHER PAYABLES Accruals and other payables consist of the following: December 31, December 31, Salary payable $ 371,801 $ 436,042 Payable to a minor shareholder 120,674 - Deferred offering costs in accrual and other payables 600,000 - Others 16,435 1,728 $ 1,108,910 $ 437,770 |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | Note 10 - RELATED PARTY BALANCES AND TRANSACTIONS 1) Related parties balances Note December 31, December 31, Interest receivable - related party Guangzhou Tiancheng Capital Management Group Co., Ltd. (a) $ - $ 4,825 Accounts payable - related party Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd. (b) $ - $ 1,285 Due to related parties Mr. Ruilin Xu (the Company’s Chief Executive Officer) $ 30,592 $ 85,784 Mr. Siqi Cao (the Company’s Director) (c) 1,098,413 - $ 1,129,005 $ 85,784 (a) Guangzhou Tiancheng Capital Management Group Co., Ltd. (“Tiancheng Capital”) is the former shareholder of Tiancheng Jinhui from June 18, 2020 to June 30, 2022. The Company provided advisory and transaction services for Tiancheng Capital. (b) Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd. is one of the Company’s suppliers, and Tiancheng Capital held 52% equity interest in the party until December 8, 2021. (c) Mr. Siqi Cao, a Director of the Company, paid certain professional fees on behalf the Company. The above balances are due on demand, interest-free and unsecured. The Company used the funds for its operations. 2) Related party transactions Name of related parties Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Revenues Guangzhou Tiancheng Capital Management Group Co., Ltd. (a) - 1,025,937 717,091 Guangzhou Tiantinghui Enterprise Management Consulting Co., Ltd. (e) - - 81,985 Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd. (d) - - 8,174 $ - $ 1,025,937 $ 807,250 Cost of revenues Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd. (d) - 1,289 - Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd. (b) - 1,257 - Guangzhou Tiantinghui Enterprise Management Consulting Co., Ltd. (e) - - 127,387 $ - $ 2,546 $ 127,387 Selling expense Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd. (d) $ - $ 1,302 $ - Interest income Guangzhou Tiancheng Capital Management Group Co., Ltd. (a) $ - $ 4,767 $ - (d) Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd. is one of the Company’s suppliers, and Tiancheng Capital holds 51% equity interest in the party since March 3, 2020. (e) Mr. Ruilin Xu, the Company’s Chief Executive Officer, held 70% equity interest in Guangzhou Tiantinghui Enterprise Management Consulting Co., Ltd. (“Tianting”) until October 14, 2020. Tianting is one of the Company’s suppliers before October 2020. The Company has been providing advisory and transaction services for Tianting since November 2020 . |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Taxes [Abstract] | |
TAXES | Note 11 - TAXES (a) Income taxes The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. Cayman Islands Under the current tax laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders. British Virgin Islands Under the current laws of the BVI, an entity incorporated in the BVI are not subject to tax on income or capital gains. Hong Kong In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. KingWin HK incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, KingWin HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. PRC The Company is subject to PRC Enterprise Income Tax Laws (“EIT Laws”) with the statutory income tax rate of 25% with the following exceptions for the years ended December 31, 2022, 2021 and 2020. On January 17, 2019, the State Taxation Administration issues the notice on the scope of small-scale and low-profit corporate income tax preferential policies of the Ministry of Finance and the State Administration of Taxation, [2019] No. 13 for small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000 (including RMB1,000,000), approximately $148,610, their income is reduced by 25% to the taxable income, and enterprise income tax is paid at 20% tax rate, which is essentially resulting in a favorable income tax rate of 5%. While the portion of annual taxable income exceeding RMB1,000,000, approximately $148,610, but not more than RMB3,000,000, approximately $445,831, which is essentially resulting in a favorable income tax rate of 10%. The qualifications of small-scale and low-profit enterprises were examined annually by the Tax Bureau. Tiancheng Jinhui was eligible to enjoy a preferential tax rate of 10% for the year ended December 31, 2020. Significant components of the income tax (benefit) expense consisted of the following for the years ended December 31, 2022, 2021 and 2020: For the Year For the Year 2021 For the Year Current income tax expense PRC - 777,221 39,515 Deferred income tax benefit PRC (121,113 ) - - $ (121,113 ) $ 777,221 $ 39,515 (Loss) income before income taxes is attributable to the following geographic locations for the years ended December 31: For the Year For the Year 2021 For the Year 2020 Cayman Islands $ (392,100 ) $ - $ - Hong Kong (72 ) - - PRC (500,424 ) 3,085,847 379,483 $ (892,596 ) $ 3,085,847 $ 379,483 The following table presents a reconciliation of the differences between the statutory income tax and the Company’s effective income tax for the years ended December 31, 2022, 2021 and 2020: For the Year For the Year For the Year % % % Net (loss) income before income tax $ (892,596 ) $ 3,085,847 $ 379,483 Statutory income tax rate of the PRC 25 % 25 % 25 % Income tax computed at PRC tax rate (223,149 ) 771,462 94,871 Reconciling items Effect of tax preferential tax rate - - (59,273 ) Effect of different tax rates of subsidiary operating in other jurisdiction 98,036 - - Non-deductible expenses 4,000 5,759 3,917 Income tax (benefit) expense $ (121,113 ) $ 777,221 $ 39,515 Effective tax rate 13.6 % 25.2 % 10.4 % Tax payable as of December 31, 2022 and 2021: As of December 31, As of December 31, Value added tax payable $ 7,213 $ 20,605 Income tax payable - 425,250 Other tax payable 30,706 62,294 $ 37,919 $ 508,149 (b) Deferred tax assets The following table presents the tax impact of significant temporary differences that give rise to the deferred tax assets as of December 31, 2022 and 2021: Deferred tax assets As of As of Bad debt provision $ 30,085 $ - Tax loss carry forward 84,000 - Others 4,074 - Deferred tax assets, net $ 118,159 $ - As of December 31, 2021, there was no tax loss carry-forwards of the Company PRC subsidiaries. As of December 31, 2022, the amount of tax loss carry-forwards of the Company was as following. Net Operating Loss Carry Forward: Location As of December 31, As of December 31, PRC* $ 344,401 $ - Hong Kong** 72 - Total 344,473 - * Net operating loss of PRC subsidiary will be expired, if unused, on December 31, 2027. ** Net operating loss in Hong Kong has no expiring date. (c) Uncertain tax positions The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the years ended December 31, 2022, 2021 and 2020, the Company had no unrecognized tax benefits. (d) Value added tax The Company is subject to VAT and related surcharges in China for providing member services and other in-depth services. The applicable VAT rate is 6% for general taxpayers. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of services provided (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). VAT liability is recorded in the line item of accrued expenses and other current liabilities on the consolidated balance sheets. Under the commercial practice of the PRC, the Company pays VAT based on tax invoices issued. All of the tax returns of the Company have been and remain subject to examination by the PRC tax authorities for five years from the date of filing. |
China Contribution Plan
China Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
China Contribution Plan [Abstract] | |
CHINA CONTRIBUTION PLAN | Note 12 - CHINA CONTRIBUTION PLAN The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, and medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; and the Company has no further commitments beyond their monthly contributions. For the years ended December 31, 2022, 2021 and 2020, the Company contributed a total of $270,943, $180,082 and $36,866, respectively, to these funds. |
Operating Lease
Operating Lease | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease [Abstract] | |
OPERATING LEASE | Note 13 - OPERATING LEASE The Company has operating lease for its office facility. The lease for the year ended December 31, 2020 is located at Room 1301, 1302 and 1305, Building 25, Tianan Headquarters Central Road, 555, Panyu Avenue North, Donghuan Street, Panyu District, which consists of approximately 1,306.91 square meters. The Company’s leases have remaining terms of approximately 60 months for a lease term commencing on October 9, 2020 and ending on October 8, 2025. The lease deposit is $24,035, with a rent-free period from October 9, 2020 to November 8, 2020. The Company changed the leased property address and area to Room 1302-1305, Building 25, Tianan Headquarters Central Road, 555, Panyu Avenue North, Donghuan Street, Panyu District and 1,451.04 square meters. The renewed lease has a term starting from December 9, 2021 and ending by October 8, 2025. The lease deposit increased to $28,963 without any rent-free period. In June 2022, the Company signed a new lease agreement for its office space located at Room 1301.01 & 1301.02, Building 25, Tianan Headquarters Central Road, No. 555 Panyu Avenue North, Donghuan Street, Panyu District. The office space covers an area of about 345.22 square meters. The lease period is from June 9, 2022 to October 8, 2025, which is approximately 41 months. The lease deposit is $6,367. Leases with an initial term of 12 months or less are not recorded on the balance sheet; and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. The following table provides a summary of leases by balance sheet location as of December 31, 2022 and 2021: Assets/Liabilities December 31, December 31, Assets Operating lease right-of-use assets $ 522,278 $ 623,236 Liabilities Operating lease liability - current $ 165,506 $ 130,198 Operating lease liability - non-current 373,068 494,425 Total lease liabilities $ 538,574 $ 624,623 The operating lease expenses for the years ended December 31, 2022 and 2021 were as follows: Lease Cost Classification December 31, December 31, Operating lease cost General and administrative expenses $ 195,887 $ 164,209 Maturities of operating lease liabilities at December 31, 2022 were as follows: Maturity of Lease Liabilities Operating Leases 12 months ending December 31, 2023 $ 202,677 2024 214,851 2025 187,909 Total lease payments 605,437 Less: interest (66,863 ) Present value of lease payments $ 538,574 Future minimum lease payments, which do not include the non-lease components, as of December 31, 2022 were as follows: 12 months ending December 31, 2023 $ 179,427 2024 175,627 2025 142,813 Total $ 497,867 Lease Term and Discount Rate December 31, December 31, Weighted-average remaining lease term (years) Operating leases 2.83 3.83 Weighted-average discount rate (%) Operating leases 8 % 8 % |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | Note 14 - SHAREHOLDERS’ EQUITY Ordinary shares The Company was established under the laws of the Cayman Islands on February 16, 2022. The Company’s authorized share capital is $50,000, divided into 500,000,000 ordinary shares consisting of 300,000,000 Class A Ordinary Shares and 200,000,000 Class B Ordinary Shares, par value $0.0001 per share. On July 23, 2022, the Company had 68,442 Class A Ordinary Shares and 31,558 Class B Ordinary Shares, issued and outstanding, respectively. On January 10, 2023, the Company issued a total of 8,144,598 Class A Ordinary Shares and 3,755,402 Class B Ordinary Shares to its existing shareholders, which increased pro rata the number of shares each shareholder owns and did not change their respective percentage of ownership in the Company. Ordinary shares outstanding after this issuance included (i) 8,213,040 Class A Ordinary Shares and (ii) 3,786,960 Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares vote together as one class on all matters submitted to a vote by the shareholders at any general meeting of the Company and have the same rights except each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to twenty (20) votes. The Class A Ordinary Shares are not convertible into shares of any other class. Upon any direct or indirect sale, transfer, assignment or disposition, the Class B Ordinary Shares will be automatically and immediately convertible into Class A Ordinary Shares on a one-to-one basis. Capital contribution On July 7, 2020, Tiancheng Capital, the shareholder of Tiancheng Jinhui, contributed $71,299 in additional paid-in capital to the Company. Statutory reserves In accordance with the Regulations on Enterprises of PRC, Tiancheng Jinhui in the PRC are required to provide for statutory reserves, which are appropriated from net profit as reported in the Company’s PRC statutory accounts. It is required to allocate 10% of its after-tax profits to fund statutory reserves until such reserves have reached 50% of its respective registered capital. The reserve funds, however, may not be distributed as cash dividends. As of December 31, 2022 and 2021, the balances of the statutory reserves were $ 282,545 and $282,545, respectively. |
Concentrations and Credit Risk
Concentrations and Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations and Credit Risk [Abstract] | |
CONCENTRATIONS AND CREDIT RISK | Note 15 - CONCENTRATIONS AND CREDIT RISK (a) Concentrations In the year ended December 31, 2022, three third-party clients accounted for 21%, 20% and 16% of the Company’s revenues, respectively. In the year ended December 31, 2021, one third-party client accounted for 15% and one related party client accounted for 14% of the Company’s revenues, respectively. In the year ended December 31, 2020, two third-party clients each accounted for 17%, 13% and one related party client accounted for 10% of the Company’s revenues, respectively. No other client accounted for more than 10% of the Company’s revenues for the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, four third-party clients accounted for 54%, 13%, 13% and 13% of the Company’s accounts receivable, respectively. As of December 31, 2021, three third-party clients accounted for 37%, 27% and 13% of the Company’s accounts receivable, respectively. No other client accounted for more than 10% of the Company’s accounts receivable as of ended December 31, 2022 and 2021. As of December 31, 2022, four third-party suppliers each accounted for 24%, 17%, 14% and 13% of the Company’s accounts payable, respectively. As of December 31, 2021, two third-party suppliers each accounted for 20% and 16% of the Company’s accounts payable, respectively. No other supplier accounted for over 10% of the Company’s accounts payable as of ended December 31, 2022 and 2021. (b) Credit risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of December 31, 2022 and December 31, 2021, substantially all of the Company’s cash were held by major financial institutions located in the PRC, which management believes are of high credit quality. The ongoing coronavirus pandemic that surfaced in China and is spreading throughout the world has had a material adverse effect on the Company’s industry and the markets in which it operates. The Company’s revenues and workforce are concentrated in China. The pandemic has caused its customers to take longer time to make payments, which subjects it to increased credit exposures. For the credit risk related to trade accounts receivable, the Company performs ongoing credit evaluations of its clients and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 16 - COMMITMENTS AND CONTINGENCIES (a) Commitment The Company has following commercial commitments: Total Less than 1-3 years 3-5 years More than Leases $ 605,437 $ 202,677 $ 402,760 $ - $ - (b) Contingencies The Company incurred a contractual dispute on and around December 2021, where RMB500,000, approximately $78,461 of cash was frozen, but the counterparty voluntarily withdrew the case in December 2021 and reached a settlement with Tiancheng Jinhui. Tiancheng Jinhui made a payment of RMB400,000, approximately $62,769 to the counterparty in December 2021. As such, there were no contingent liabilities as of December 31, 2022 and 2021. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | Note 17 - SUBSEQUENT EVENT The Company has analyzed its operations subsequent to December 31, 2022 and up to May 16, 2023, which is the date of the issuance of these consolidation financial statements. There are no material subsequent events to be disclosed in these consolidated financial statements. |
Condensed Financial Information
Condensed Financial Information of the Parent Company | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | Note 18 - CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with Rule 4-08 (e)(3) of Regulation S-X, “General Notes to Financial Statements” and concluded that it was applicable to the Company; and, therefore, the financial statements for the parent company are included herein. The Company did not pay any dividends to the shareholders for the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiary under the equity method of accounting. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiary” and the income (loss) of the subsidiary is presented as “share of income (loss) of subsidiary”. Certain information and footnote disclosures are generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. As of December 31, 2022 and 2021, the Company did not have any outstanding guarantees, long-term obligations, or significant capital and other commitments. December 31, 2022 December 31, 2021 Non-current assets Investment in subsidiary $ 2,214,085 $ 2,796,954 Deferred offering costs 1,306,313 - Total assets $ 3,520,398 $ 2,796,954 LIABILITIES AND SHAREHOLDERS’ EQUITY Due to related parties $ 1,098,413 $ - Deferred offering costs in accrual and other payables 600,000 - Total current liabilities 1,698,413 - TOTAL LIABILITIES $ 1,698,413 $ - COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 8,213,040 shares issued and outstanding as of December 31, 2022 and 2021* $ 821 $ 821 Class B ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 3,786,960 shares issued and outstanding* 379 379 Shares subscription receivables* (1,200 ) (1,200 ) Additional paid-in capital 114,726 114,726 Statutory reserve 282,545 282,545 Retained earnings 1,563,563 2,335,046 Accumulated other comprehensive (loss) income (138,849 ) 64,637 Total shareholders’ equity 1,821,985 2,796,954 Total liabilities and shareholders’ equity $ 3,520,398 $ 2,796,954 * Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14). Years Ended December 31, December 31, December 31, (LOSS) INCOME FROM SUBSIDIARIES $ (771,483 ) $ 2,308,626 $ 339,968 NET (LOSS) INCOME (771,483 ) 2,308,626 339,968 FOREIGN CURRENCY TRANSLATION ADJUSTMENTS (203,486 ) 39,076 25,897 COMPREHENSIVE (LOSS) INCOME $ (974,969 ) $ 2,347,702 $ 365,865 Years Ended December 31, December 31, December 31, CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (771,483 ) $ 2,308,626 $ 339,968 Adjustments to reconcile net loss to cash used in operating activities: Equity loss (income) of subsidiary 771,483 (2,308,626 ) (339,968 ) Net cash used in operating activities - - - CHANGES IN CASH - - - CASH, beginning of year - - - CASH, end of year $ - $ - $ - |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). |
Use of Estimates | (b) Use of Estimates The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates required to be made by management, include, but are not limited to, the assessment of a provision for doubtful accounts, the useful lives of property and equipment and intangible asset, and valuation of deferred tax assets. Actual results may differ from those estimates under different assumptions or conditions. |
Basis of Consolidation | (c) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove a majority of the members of the board of directors or to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders. |
Fair value measurements | (d) Fair value measurements The Company applies ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: 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. Unobservable inputs are valuation technique inputs that may reflect the Company’s own assumptions that cannot be corroborated with observable market data. Management of the Company is responsible for considering the carrying amount of cash, restricted cash, accounts receivable, net, prepayments, other receivables, accounts receivable - related party, interest receivable - related party, accounts payable, operating lease liabilities -current, advance from clients, accounts payable - related party, due to related parties, taxes payable, and accruals and other payables based on the short-term maturity of these instruments to approximate their fair values because of their short-term nature. |
Cash | (e) Cash Cash primarily consists of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains most of its bank accounts in the PRC. |
Restricted Cash | (f) Restricted Cash Restricted cash represents restricted cash held by banks as guarantee deposit for a contractual dispute which closed as of December 31, 2021 and the restricted cash has been released on February 8, 2022. Thus, there was no restricted cash as of December 31, 2022. |
Accounts Receivable, Net | (g) Accounts Receivable, Net Accounts receivable include trade accounts due from clients. Accounts are considered overdue over 90 days. Management reviews its receivables on a regular basis to determine if the provision of doubtful accounts is adequate and provides provision when necessary. The provision is based on management’s best estimates of specific losses on individual client exposures, as well as the historical trends of collections. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. |
Prepayments | (h) Prepayments Prepayments primarily consist of the prepayments to the service suppliers for the Company event hosting, planning, and execution. The Company maintains a provision for doubtful accounts to state prepayments at their estimated realizable value based on a variety of factors, including the possibility of releasing the prepayments into service, significant one-time events, and historical experience. As of December 31, 2022 and 2021, no provision for doubtful accounts for prepayments was made. |
Other Receivables | (i) Other Receivables Other receivables represent advance payments made to cooperative parties for expenses and money owed to the Company by third parties, which normally includes insignificant receivable amounts. |
Property and Equipment, net | (j) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. Estimated useful lives are as follows: Estimated Leasehold improvement 5 Vehicle 4 Office equipment 5 Electronic equipment 3 |
Intangible Assets, net | (k) Intangible Assets, net Intangible assets are stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible assets represents a production copyright that the Company purchased externally and is amortized straight-line over 10 years in accordance with the way the Company estimates to generate economic benefits from such copyright. The estimated useful lives of the Company’s intangible assets are listed below: Estimated useful lives (years) Copyright 10 Trademarks 10 Software 10 |
Impairment of Long-lived Assets | (l) Impairment of Long-lived Assets Long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the non-discounted future cash flows generated from the assets and recognizes an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. No impairment was recorded by the Company as of December 31, 2022 and 2021. |
Lease | (m) Lease On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-02. Under this guidance, the Company determines if an arrangement is a lease or contains a lease at inception, operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the operating lease liabilities. Lease expense is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating lease associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company has two operating leases for office, including an option to renew which is not at the Company’s sole discretion. The renewal to extend the lease term is not included in the Company’s ROU assets and operating lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal option, and, when it is reasonably certain of exercise, the Company will include the renewal period in its lease term. New lease modifications result in re-measurement of the ROU assets and operating lease liabilities. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no The operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current on the consolidated balance sheets. |
Deferred Offering Costs | (n) Deferred Offering Costs Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. The Company recorded related offering costs as deferred offering costs and wrote off as a reduction of equity at the time of listing, rather than as part of the current period’s income or loss. |
Revenue Recognition | (o) Revenue Recognition The following five steps are applied to achieve the core principle of the new revenue standard: (i) identify contract(s) with a client; (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 revenues when (or as) the Company satisfies the performance obligation. The Company’s revenues are recognized when persuasive evidence of an arrangement exists, service has occurred, and all performance obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable and collectability is reasonably assured. The Company revenue agreements generally do not include a right of return in relation to the delivered products or services. Depending on the terms of the agreement and the laws that apply to the agreement, service obligations may be delivered over time or at a point in time. Control of the services is transferred over time if the Company’s performance: - provides all of the benefits received and consumed simultaneously by the client; - creates and enhances an asset that the client controls as the Company performs; or - does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance complete to date. If control of services transfers over time, revenue is recognized over the period of the agreement by reference to progress toward complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the client obtains control of the services. The Company currently generates its revenue from the following main sources: Revenues from advisory and transaction services The Company deliver packaged advisory and transaction services to help design a financial plan, build up and maintain the corporate image of our clients, connect clients with potential investors, and present its client to the interested investors. Revenues from advisory and transaction services represent service fees associated with private fundraising transactions, which are recognized on net basis. The service fees were charged based on a certain percentage of the fund raised by the clients, which were only payable upon the completion of fundraising. The revenues are the amount of consideration to which the Company expects to be entitled in complete the fundraising transactions, the only performance obligation of the service. Revenue is recognized at the point when the advisory services have been conducted and the underlying fundraising transactions are completed under the terms of the respective contract. Payment term of advisory and transaction services is three days when the performance obligation completed. Revenues from corporate consulting services The Company provides a combination of corporate consulting services that are bundled and customized to fulfill each client’s unique financial needs. The corporate consulting services include various specific services (e.g., due diligence service, business plans, financing solutions). The Company charged a fixed price for a specific service and revenue is recognized when the Company completes the specific services agreed upon in the contract. Each of the specific services is considered as one performance obligation. Each performance obligation is independent to each other with specific price identified in the contract and the clients could contract with the Company for any one of the specific services. Since clients can cancel each specific service before it is delivered without any penalty, the Company does not have an enforceable right to payment from the client, and thus the services and prices are excluded from the contract until the individual specific service starts or advance payment is received. Before the full and complete delivery of the services, the clients cannot benefit from the performance and cannot control the work in progress. The Company control the rights to the services, and the services can easily be redirected to another client without incurring significant costs. As a result, the revenues do not meet the criteria of recognizing revenue over time, and such services shall only be useful to the client after delivered in full. The revenue is therefore recognized at the point in time when the deliverables, in the form of reports are delivered based on the specific terms of the contract. Revenues from corporate business training services Revenues from corporate business training services consist of two types (i) training fees and (ii) set-up fees. Each type of the training services is considered as one performance obligation. Each performance obligation is independent to each other and its clients could contract with the Company for any one of the training services. (i) Training fees The Company provides corporate business training services through diversified courses. The courses are provided in a short-term period. The revenue is recognized when the courses are fully delivered. Training fees are collected before providing any service and is recorded as advances from clients. (ii) Set-up fees The Company offers referral and marketing service companies set-up services. The Company helps the referral and marketing service companies familiarize themselves with the training and conduct the business in a short period. Thereafter, the referral and marketing service companies have the right to promote the corporate business training services for the Company. A new partner is required to pay a non-refundable set-up fee. Any fees charged to the referral and marketing service companies for the set-up activities are recognized as revenue at the point in time when the set-up services have been completed and the Company has the right to bill the referral and marketing service companies. Revenues from others Revenue from others is mainly derived from the small amount from referral services. The revenue from referral services is recognized at the point when both parties are satisfied with the performance obligation that agreed and signed on the contract. Advance from clients Advance from clients is the amount that will be invoiced and recognized as revenue in future periods, at a point in time, when the Company completes its performance obligations. Changes in advance from clients as follows: Years Ended 2022 2021 2020 Advance from clients, beginning of the period $ 587,396 $ 205,881 $ - Revenue deferred during the period 84,945 484,364 205,881 Recognition of revenue deferred in prior periods (316,154 ) (102,849 ) - Refund to clients (131,590 ) - - Foreign currency translation adjustment (36,967 ) - - Advance from clients, end of the period $ 187,630 $ 587,396 $ 205,881 Advance from clients is mainly consists of the fee for corporate consulting services and corporate business training services. Practical expedients Cost to obtain a client – the Company pays certain costs to obtain a client contract such as commissions. As the Company’s client contracts have a contractual term of one year or less, it has elected to apply the practice expedient and expense these costs in selling, general and administrative expense as incurred. Revenues by services: Years Ended December 31, 2022 2021 2020 Revenues Advisory and transaction service $ 2,000,219 $ 3,878,847 $ 715,909 Corporate business training service 256,356 1,467,563 294,577 Corporate consulting service 862,081 839,531 287,714 Others 3,668 108,726 35,730 Total revenues $ 3,122,324 $ 6,294,667 $ 1,333,930 Revenue by recognition over time vs at point in time: Years Ended December 31, 2022 2021 2020 Revenue by recognition over time $ - $ - $ - Revenue by recognition at a point in time 3,122,324 6,294,667 1,333,930 Total revenues $ 3,122,324 $ 6,294,667 $ 1,333,930 |
Cost of Revenues | (p) Cost of Revenues The Company’s service costs primarily include (1) referral fees paid to agent companies for the recommendation of potential clients, (2) service fees paid to outsourcing providers, and (3) commission fees of service personnel paid to third parties and the Company’s staff. |
Income Tax | (q) Income Tax The Company accounts for income taxes under ASC 740. Current income taxes are provided based on net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2019 to 2022 are subject to examination by any applicable tax authorities. |
Value Added Tax (“VAT”) | (r) Value Added Tax (“VAT”) The Company was subject to VAT at the rate of 6% and related surcharges on revenues generated from provided services for the years ended December 31, 2022, 2021 and 2020. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. The Company reports revenues net of PRC VAT for all the periods presented in the consolidated statements of income and comprehensive income. |
Foreign Currency Translation and transaction | (s) Foreign Currency Translation and transaction The reporting currency of the Company is the USD. Tiancheng Jinhui conducts its business in the local currency, Chinese Yuan (“RMB”), as its functional currency. Except for Tiancheng Jinhui, the Company and its subsidiaries in Cayman Islands, BVI and HK use USD as its functional currency. An entity’s functional currency is the currency of the primary economic environment in which it operates; normally, that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the consolidated statements of income and comprehensive income. The consolidated financial statements are presented in USD. Assets and liabilities are translated into USD at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts, except for the change in retained earnings, are translated using the historical exchange rates at the date of entry to shareholder equity; the change in retained earnings uses historical exchange rates of each period’s statement of income. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets. Translation of amounts from RMB into USD has been made at the following exchange rates from Board of Governors of the Federal Reserve System: Balance sheet items, except for equity accounts December 31, 2022 RMB6.8972 to $1 December 31, 2021 RMB6.3726 to $1 December 31, 2020 RMB6.5250 to $1 Statement of income and comprehensive income, and cash flows items For the year ended December 31, 2022 RMB6.7290 to $1 For the year ended December 31, 2021 RMB6.4508 to $1 For the year ended December 31, 2020 RMB6.9042 to $1 |
Earnings (loss) Per Share (“EPS”) | (t) Earnings (loss) Per Share (“EPS”) The Company computes earnings per share (EPS) in accordance with ASC 260, Earnings per Share (ASC 260). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (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. The Company has no dilutive securities as of and for the years ended December 31, 2022, 2021 and 2020. |
Advertising Cost | (u) Advertising Cost Advertising costs are expensed as incurred and included in selling expenses. Advertising costs amounted to $73,321, $21,654 and $6,752 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Employee Benefit | (v) Employee Benefit The Company is required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of its employees up to a maximum amount specified by the local government from time to time at locations where the Company operates its businesses. |
Statutory Reserve | (w) Statutory Reserve In accordance with the PRC Regulations on Enterprises with Foreign Investment and its articles of association, a foreign-invested enterprise established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A foreign-invested enterprise is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign-invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distribute as cash dividends. Tiancheng Jinhui was established as a foreign-invested enterprise and therefore is subject to the above mandated restrictions on attributable profits. |
Comprehensive Income (loss) | (x) Comprehensive Income (loss) Comprehensive income consists of two components, net income (loss) and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to USD is reported in other comprehensive income in the consolidated statements of income (loss) and comprehensive income (loss). |
Segments Reporting | (y) Segments Reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the PRC and substantially all of the Company’s revenues and expenses are derived in the PRC. Therefore, no geographical segments are presented. |
Related Parties | (z) Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions in Note 10. |
Recent Accounting Pronouncements | (aa) Recent Accounting Pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 after FASB delayed the effective date for non-public companies with ASU 2019-10. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial statements. |
Organization and Business (Tabl
Organization and Business (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business [Abstract] | |
Schedule of consolidated financial statements reflect the activities | Name of Entity Background Ownership Principle activities Sky Kingwin Ltd British Virgin Islands (“BVI”) Company KingWin Holding company SKY KINGWIN (HK) LIMITED Hong Kong (“HK”) Limited Company KingWin BVI Holding company Guangdong Tiancheng Jinhui Enterprise Development Co., Ltd. (formerly known as “Guangdong Tiancheng Education Consulting Co., Ltd.” and “Vipshop (Guangdong) Food Co., Ltd.”) The People’s Republic Of China (“PRC”) Company KingWin HK Corporate consulting, corporate business training, advisory and transaction services |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Estimated Leasehold improvement 5 Vehicle 4 Office equipment 5 Electronic equipment 3 |
Schedule of estimated useful lives | Estimated useful lives (years) Copyright 10 Trademarks 10 Software 10 |
Schedule of changes in advance from clients | Years Ended 2022 2021 2020 Advance from clients, beginning of the period $ 587,396 $ 205,881 $ - Revenue deferred during the period 84,945 484,364 205,881 Recognition of revenue deferred in prior periods (316,154 ) (102,849 ) - Refund to clients (131,590 ) - - Foreign currency translation adjustment (36,967 ) - - Advance from clients, end of the period $ 187,630 $ 587,396 $ 205,881 |
Schedule of revenues by services | Years Ended December 31, 2022 2021 2020 Revenues Advisory and transaction service $ 2,000,219 $ 3,878,847 $ 715,909 Corporate business training service 256,356 1,467,563 294,577 Corporate consulting service 862,081 839,531 287,714 Others 3,668 108,726 35,730 Total revenues $ 3,122,324 $ 6,294,667 $ 1,333,930 |
Schedule of revenue by recognition over time vs at point in time | Years Ended December 31, 2022 2021 2020 Revenue by recognition over time $ - $ - $ - Revenue by recognition at a point in time 3,122,324 6,294,667 1,333,930 Total revenues $ 3,122,324 $ 6,294,667 $ 1,333,930 |
Schedule of translation amounts | Balance sheet items, except for equity accounts December 31, 2022 RMB6.8972 to $1 December 31, 2021 RMB6.3726 to $1 December 31, 2020 RMB6.5250 to $1 Statement of income and comprehensive income, and cash flows items For the year ended December 31, 2022 RMB6.7290 to $1 For the year ended December 31, 2021 RMB6.4508 to $1 For the year ended December 31, 2020 RMB6.9042 to $1 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, Net [Abstract] | |
Schedule of accounts receivable | December 31, December 31, Accounts receivable $ 216,030 $ 935,358 Less: provision for doubtful accounts (120,339 ) (14,123 ) $ 95,691 $ 921,235 |
Schedule of provision for doubtful accounts | December 31, 2022 December 31, Beginning $ 14,123 $ - Additions 109,972 13,952 Exchange rate difference (3,756 ) 171 Balance $ 120,339 $ 14,123 |
Prepayments (Tables)
Prepayments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepayments [Abstract] | |
Schedule of prepayments | December 31, December 31, Prepayments for the services cost $ 12,248 $ 104,307 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid and Other Receivables [Abstract] | |
Schedule of other receivables | December 31, December 31, Income tax receivables $ 75,645 $ - Others 22,266 36,706 $ 97,911 $ 36,706 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment, net consist | December 31, December 31, Leasehold improvement $ 205,314 $ 181,564 Vehicle 68,442 74,076 Office equipment 11,661 13,385 Electronic equipment 21,736 8,467 Less: Accumulated depreciation (96,823 ) (41,326 ) $ 210,330 $ 236,166 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Intangible Assets, Net [Abstract] | |
Schedule of intangible assets, net | December 31, December 31, Copyrights $ 2,499 $ 2,703 Trademarks 16,171 17,503 Software 14,687 - Less: Accumulated amortization (2,819 ) (143 ) $ 30,538 $ 20,063 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-Current Assets [Abstract] | |
Schedule of other non-current assets | December 31, December 31, Deposits for operating lease $ 40,376 $ 36,809 |
Accruals and Other Payables (Ta
Accruals and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accruals and Other Payables [Abstract] | |
Schedule of accruals and other payables | December 31, December 31, Salary payable $ 371,801 $ 436,042 Payable to a minor shareholder 120,674 - Deferred offering costs in accrual and other payables 600,000 - Others 16,435 1,728 $ 1,108,910 $ 437,770 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances | Note December 31, December 31, Interest receivable - related party Guangzhou Tiancheng Capital Management Group Co., Ltd. (a) $ - $ 4,825 Accounts payable - related party Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd. (b) $ - $ 1,285 Due to related parties Mr. Ruilin Xu (the Company’s Chief Executive Officer) $ 30,592 $ 85,784 Mr. Siqi Cao (the Company’s Director) (c) 1,098,413 - $ 1,129,005 $ 85,784 |
Schedule of related party transactions | Name of related parties Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Revenues Guangzhou Tiancheng Capital Management Group Co., Ltd. (a) - 1,025,937 717,091 Guangzhou Tiantinghui Enterprise Management Consulting Co., Ltd. (e) - - 81,985 Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd. (d) - - 8,174 $ - $ 1,025,937 $ 807,250 Cost of revenues Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd. (d) - 1,289 - Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd. (b) - 1,257 - Guangzhou Tiantinghui Enterprise Management Consulting Co., Ltd. (e) - - 127,387 $ - $ 2,546 $ 127,387 Selling expense Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd. (d) $ - $ 1,302 $ - Interest income Guangzhou Tiancheng Capital Management Group Co., Ltd. (a) $ - $ 4,767 $ - |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before provision for income taxes | For the Year For the Year 2021 For the Year Current income tax expense PRC - 777,221 39,515 Deferred income tax benefit PRC (121,113 ) - - $ (121,113 ) $ 777,221 $ 39,515 |
Schedule of income (loss) before provision for income taxes | For the Year For the Year 2021 For the Year 2020 Cayman Islands $ (392,100 ) $ - $ - Hong Kong (72 ) - - PRC (500,424 ) 3,085,847 379,483 $ (892,596 ) $ 3,085,847 $ 379,483 |
Schedule of reconciliation of the income tax expense | For the Year For the Year For the Year % % % Net (loss) income before income tax $ (892,596 ) $ 3,085,847 $ 379,483 Statutory income tax rate of the PRC 25 % 25 % 25 % Income tax computed at PRC tax rate (223,149 ) 771,462 94,871 Reconciling items Effect of tax preferential tax rate - - (59,273 ) Effect of different tax rates of subsidiary operating in other jurisdiction 98,036 - - Non-deductible expenses 4,000 5,759 3,917 Income tax (benefit) expense $ (121,113 ) $ 777,221 $ 39,515 Effective tax rate 13.6 % 25.2 % 10.4 % |
Schedule of tax payable | As of December 31, As of December 31, Value added tax payable $ 7,213 $ 20,605 Income tax payable - 425,250 Other tax payable 30,706 62,294 $ 37,919 $ 508,149 |
Schedule of deferred taxes | Deferred tax assets As of As of Bad debt provision $ 30,085 $ - Tax loss carry forward 84,000 - Others 4,074 - Deferred tax assets, net $ 118,159 $ - |
Schedule of net operating loss carry forward | Location As of December 31, As of December 31, PRC* $ 344,401 $ - Hong Kong** 72 - Total 344,473 - * Net operating loss of PRC subsidiary will be expired, if unused, on December 31, 2027. ** Net operating loss in Hong Kong has no expiring date. |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease [Abstract] | |
Schedule of summary of leases by balance sheet location | Assets/Liabilities December 31, December 31, Assets Operating lease right-of-use assets $ 522,278 $ 623,236 Liabilities Operating lease liability - current $ 165,506 $ 130,198 Operating lease liability - non-current 373,068 494,425 Total lease liabilities $ 538,574 $ 624,623 |
Schedule of operating lease expenses | Lease Cost Classification December 31, December 31, Operating lease cost General and administrative expenses $ 195,887 $ 164,209 |
Schedule of maturities of operating lease liabilities | Maturity of Lease Liabilities Operating Leases 12 months ending December 31, 2023 $ 202,677 2024 214,851 2025 187,909 Total lease payments 605,437 Less: interest (66,863 ) Present value of lease payments $ 538,574 |
Schedule of future minimum lease payments | 12 months ending December 31, 2023 $ 179,427 2024 175,627 2025 142,813 Total $ 497,867 |
Schedule of lease term and discount rate | Lease Term and Discount Rate December 31, December 31, Weighted-average remaining lease term (years) Operating leases 2.83 3.83 Weighted-average discount rate (%) Operating leases 8 % 8 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Schedule of commercial commitments | Total Less than 1-3 years 3-5 years More than Leases $ 605,437 $ 202,677 $ 402,760 $ - $ - |
Condensed Financial Informati_2
Condensed Financial Information of the Parent Company (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheets | December 31, 2022 December 31, 2021 Non-current assets Investment in subsidiary $ 2,214,085 $ 2,796,954 Deferred offering costs 1,306,313 - Total assets $ 3,520,398 $ 2,796,954 LIABILITIES AND SHAREHOLDERS’ EQUITY Due to related parties $ 1,098,413 $ - Deferred offering costs in accrual and other payables 600,000 - Total current liabilities 1,698,413 - TOTAL LIABILITIES $ 1,698,413 $ - COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 8,213,040 shares issued and outstanding as of December 31, 2022 and 2021* $ 821 $ 821 Class B ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 3,786,960 shares issued and outstanding* 379 379 Shares subscription receivables* (1,200 ) (1,200 ) Additional paid-in capital 114,726 114,726 Statutory reserve 282,545 282,545 Retained earnings 1,563,563 2,335,046 Accumulated other comprehensive (loss) income (138,849 ) 64,637 Total shareholders’ equity 1,821,985 2,796,954 Total liabilities and shareholders’ equity $ 3,520,398 $ 2,796,954 |
Schedule of statements of income and comprehensive income | Years Ended December 31, December 31, December 31, (LOSS) INCOME FROM SUBSIDIARIES $ (771,483 ) $ 2,308,626 $ 339,968 NET (LOSS) INCOME (771,483 ) 2,308,626 339,968 FOREIGN CURRENCY TRANSLATION ADJUSTMENTS (203,486 ) 39,076 25,897 COMPREHENSIVE (LOSS) INCOME $ (974,969 ) $ 2,347,702 $ 365,865 |
Schedule of statements of cash flows | Years Ended December 31, December 31, December 31, CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (771,483 ) $ 2,308,626 $ 339,968 Adjustments to reconcile net loss to cash used in operating activities: Equity loss (income) of subsidiary 771,483 (2,308,626 ) (339,968 ) Net cash used in operating activities - - - CHANGES IN CASH - - - CASH, beginning of year - - - CASH, end of year $ - $ - $ - |
Organization and Business (Deta
Organization and Business (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||||
Jul. 01, 2022 | Apr. 20, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | Jul. 23, 2022 | Dec. 31, 2021 | ||
Organization and Business (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 0.0001 | ||||||
Over-Allotment Option [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Shares issued | 2,750,000 | ||||||
Per share (in Dollars per share) | $ 4 | ||||||
Other expenses (in Dollars) | $ 11 | ||||||
Tiancheng Jinhui [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Ownership interest percentage | 100% | ||||||
KingWin HK [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Ownership interest percentage | 100% | ||||||
KingWin BVI [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Ownership interest percentage | 100% | ||||||
Class A Ordinary Shares [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Ordinary shares issued | 8,213,040 | 68,442 | |||||
Price per share (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | ||||
Shares issued | 8,144,598 | ||||||
Class A Ordinary Shares [Member] | Tiancheng Jinhui [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Ordinary shares issued | 68,442 | ||||||
Class B Ordinary Shares [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Ordinary shares issued | 3,786,960 | 31,558 | |||||
Price per share (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | ||||
Shares issued | 3,755,402 | ||||||
Class B Ordinary Shares [Member] | Tiancheng Jinhui [Member] | |||||||
Organization and Business (Details) [Line Items] | |||||||
Ordinary shares issued | 31,558 | ||||||
[1]Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14) |
Organization and Business (De_2
Organization and Business (Details) - Schedule of consolidated financial statements reflect the activities | 12 Months Ended |
Dec. 31, 2022 | |
Sky Kingwin Ltd [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Background | British Virgin Islands (“BVI”) Company |
Ownership | KingWin (100% Hold) |
Principle activities | Holding company |
SKY KINGWIN (HK) LIMITED [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Background | Hong Kong (“HK”) Limited Company |
Ownership | KingWin BVI (100% Hold) |
Principle activities | Holding company |
Guangdong Tiancheng Jinhui Enterprise Development Co., Ltd. (formerly known as “Guangdong Tiancheng Education Consulting Co., Ltd.” and “Vipshop (Guangdong) Food Co., Ltd.”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Background | The People’s Republic Of China (“PRC”) Company |
Ownership | KingWin HK (100% Hold) |
Principle activities | Corporate consulting, corporate business training, advisory and transaction services |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Voting power, percentage | 50% | ||
Considered overdue days | 90 days | ||
Intangible assets amortized straight-line over year | 10 years | ||
Lessee, operating lease, term of contract | 12 months | ||
Impairment of ROU assets (in Dollars) | |||
Value added tax rate | 6% | 6% | 6% |
Advertising cost (in Dollars) | $ 73,321 | $ 21,654 | $ 6,752 |
Reserve annual after-tax profit | 10% | ||
PRC statutory accounts percentage | 50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold improvement [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Vehicle [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Office equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Electronic equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives | 12 Months Ended |
Dec. 31, 2022 | |
Copyright [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives of intangible asset | 10 years |
Trademarks [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives of intangible asset | 10 years |
Software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives of intangible asset | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of changes in advance from clients - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Changes in Advance From Clients [Abstract] | |||
Advance from clients, beginning of the period | $ 587,396 | $ 205,881 | |
Revenue deferred during the period | 84,945 | 484,364 | 205,881 |
Recognition of revenue deferred in prior periods | (316,154) | (102,849) | |
Refund to clients | (131,590) | ||
Foreign currency translation adjustment | (36,967) | ||
Advance from clients, end of the period | $ 187,630 | $ 587,396 | $ 205,881 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of revenues by services - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Total revenues | $ 3,122,324 | $ 6,294,667 | $ 1,333,930 |
Advisory and transaction service [Member] | |||
Revenues | |||
Total revenues | 2,000,219 | 3,878,847 | 715,909 |
Corporate business training service [Member] | |||
Revenues | |||
Total revenues | 256,356 | 1,467,563 | 294,577 |
Corporate consulting service [Member] | |||
Revenues | |||
Total revenues | 862,081 | 839,531 | 287,714 |
Others [Member] | |||
Revenues | |||
Total revenues | $ 3,668 | $ 108,726 | $ 35,730 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of revenue by recognition over time vs at point in time - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 3,122,324 | $ 6,294,667 | $ 1,333,930 |
Revenue by recognition over time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | |||
Revenue by recognition at a point in time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 3,122,324 | $ 6,294,667 | $ 1,333,930 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of translation amounts | Dec. 31, 2022 $ / shares | Dec. 31, 2022 ¥ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2021 ¥ / shares | Dec. 31, 2020 $ / shares | Dec. 31, 2020 ¥ / shares |
Schedule of translation amounts [Abstract] | ||||||
Balance sheet items, except for equity accounts | (per share) | $ 1 | ¥ 6.8972 | $ 1 | ¥ 6.3726 | $ 1 | ¥ 6.525 |
Statement of income and comprehensive income, and cash flows items | (per share) | $ 1 | ¥ 6.729 | $ 1 | ¥ 6.4508 | $ 1 | ¥ 6.9042 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - Schedule of accounts receivable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable | $ 216,030 | $ 935,358 |
Less: provision for doubtful accounts | (120,339) | (14,123) |
Total accounts receivable | $ 95,691 | $ 921,235 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details) - Schedule of provision for doubtful accounts - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of provision for doubtful accounts [Abstract] | ||
Beginning | $ 14,123 | |
Additions | 109,972 | 13,952 |
Exchange rate difference | (3,756) | 171 |
Balance | $ 120,339 | $ 14,123 |
Prepayments (Details) - Schedul
Prepayments (Details) - Schedule of prepayments - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Prepayments [Abstract] | ||
Prepayments for the services cost | $ 12,248 | $ 104,307 |
Other Receivables (Details) - S
Other Receivables (Details) - Schedule of other receivables - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid and Other Receivables [Abstract] | ||
Income tax receivables | $ 75,645 | |
Others | 22,266 | $ 36,706 |
Total other receivables | $ 97,911 | $ 36,706 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 61,903 | $ 35,287 | $ 4,380 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net consist - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and equipment, net consist [Abstract] | ||
Total property and equipment | $ 210,330 | $ 236,166 |
Less: Accumulated depreciation | (96,823) | (41,326) |
Leasehold improvements [Member] | ||
Schedule of Property and equipment, net consist [Abstract] | ||
Total property and equipment | 205,314 | 181,564 |
Vehicle [Member] | ||
Schedule of Property and equipment, net consist [Abstract] | ||
Total property and equipment | 68,442 | 74,076 |
Office equipment [Member] | ||
Schedule of Property and equipment, net consist [Abstract] | ||
Total property and equipment | 11,661 | 13,385 |
Electronic equipment [Member] | ||
Schedule of Property and equipment, net consist [Abstract] | ||
Total property and equipment | $ 21,736 | $ 8,467 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net [Abstract] | |||
Amortization expense | $ 2,754 | $ 141 | $ 5,074 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets, net - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (2,819) | $ (143) |
Intangible assets, net | 30,538 | 20,063 |
Copyrights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 2,499 | 2,703 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 16,171 | 17,503 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 14,687 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - Schedule of other non-current assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Non Current Assets [Abstract] | ||
Deposits for operating lease | $ 40,376 | $ 36,809 |
Accruals and Other Payables (De
Accruals and Other Payables (Details) - Schedule of accruals and other payables - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of accruals and other payables [Abstract] | ||
Salary payable | $ 371,801 | $ 436,042 |
Payable to a minor shareholder | 120,674 | |
Deferred offering costs in accrual and other payables | 600,000 | |
Others | 16,435 | 1,728 |
Total accruals and other payables | $ 1,108,910 | $ 437,770 |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - Top kingwin.,ltd[Member] | Dec. 08, 2021 | Oct. 14, 2020 | Mar. 03, 2020 |
Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd. [Member] | |||
Related Party Balances and Transactions (Details) [Line Items] | |||
Equity interest percentage | 52% | ||
Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd.[Member] | |||
Related Party Balances and Transactions (Details) [Line Items] | |||
Equity interest percentage | 51% | ||
Ruilin Xu [Member] | |||
Related Party Balances and Transactions (Details) [Line Items] | |||
Equity interest percentage | 70% |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details) - Schedule of related party balances - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Due to related parties | ||
Due to a related party | $ 1,129,005 | $ 85,784 |
Guangzhou Tiancheng Capital Management Group Co., Ltd. [Member] | ||
Interest receivable - related party | ||
Interest receivable - related party | 4,825 | |
Guangzhou Tiantinghui Enterprise Management Consulting Co., Ltd. [Member] | ||
Accounts payable - related party | ||
Accounts payable - related party | 1,285 | |
Mr. Ruilin Xu (the Company’s Chief Executive Officer) [Member] | ||
Due to related parties | ||
Due to a related party | 30,592 | 85,784 |
Mr. Siqi Cao (the Company’s Director) [Member] | ||
Due to related parties | ||
Due to a related party | $ 1,098,413 |
Related Party Balances and Tr_5
Related Party Balances and Transactions (Details) - Schedule of related party transactions - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Revenues | $ 1,025,937 | $ 807,250 | |
Cost of revenues | |||
Cost of revenues | 2,546 | 127,387 | |
Selling expense | |||
Selling expense | 948,565 | 979,097 | 279,043 |
Guangzhou Tiancheng Capital Management Group Co., Ltd. [Member] | |||
Revenues | |||
Revenues | 1,025,937 | 717,091 | |
Interest income | |||
Interest income | 4,767 | ||
Guangzhou Tiantinghui Enterprise Management Consulting Co., Ltd. [Member] | |||
Revenues | |||
Revenues | 81,985 | ||
Cost of revenues | |||
Cost of revenues | 127,387 | ||
Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd.[Member] | |||
Revenues | |||
Revenues | 8,174 | ||
Cost of revenues | |||
Cost of revenues | 1,289 | ||
Selling expense | |||
Selling expense | 1,302 | ||
Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd. [Member] | |||
Cost of revenues | |||
Cost of revenues | $ 1,257 |
Taxes (Details)
Taxes (Details) | 1 Months Ended | 12 Months Ended | ||||
Jan. 17, 2019 USD ($) | Jan. 17, 2019 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 17, 2019 CNY (¥) | |
Taxes (Details) [Line Items] | ||||||
Profit tax rate | 20% | 20% | 16.50% | |||
Statutory income tax rate | 25% | 25% | 25% | |||
Increase (Decrease) in Income Taxes Payable (in Yuan Renminbi) | ¥ 1,000,000 | $ (481,984) | $ 405,436 | $ 90,214 | ||
Income reduced amount (in Dollars) | $ 148,610 | |||||
Tax rate reduced | 25% | 25% | ||||
VAT rate | 6% | 6% | 6% | |||
Minimum [Member] | ||||||
Taxes (Details) [Line Items] | ||||||
Annual taxable income exceeding | $ 148,610 | ¥ 1,000,000 | ||||
Maximum [Member] | ||||||
Taxes (Details) [Line Items] | ||||||
Annual taxable income exceeding | $ 445,831 | ¥ 3,000,000 |
Taxes (Details) - Schedule of c
Taxes (Details) - Schedule of components of the income tax provision - PRC [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxes (Details) - Schedule of components of the income tax provision [Line Items] | |||
Current income tax expense | $ 777,221 | $ 39,515 | |
Deferred income tax expenses (benefits) | (121,113) | ||
Total | $ (121,113) | $ 777,221 | $ 39,515 |
Taxes (Details) - Schedule of i
Taxes (Details) - Schedule of income (loss) before provision for income taxes - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | |||
Total | $ (892,596) | $ 3,085,847 | $ 379,483 |
CAYMAN ISLANDS | |||
Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | |||
Income (loss) before provision for income taxes | (392,100) | ||
Foreign [Member] | |||
Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | |||
Income (loss) before provision for income taxes | (72) | ||
PRC [Member] | |||
Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ (500,424) | $ 3,085,847 | $ 379,483 |
Taxes (Details) - Schedule of r
Taxes (Details) - Schedule of reconciliation of the income tax expense - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the income tax expense [Abstract] | |||
Net (loss) income before income tax | $ (892,596) | $ 3,085,847 | $ 379,483 |
Statutory income tax rate of the PRC | 25% | 25% | 25% |
Income tax computed at PRC tax rate | $ (223,149) | $ 771,462 | $ 94,871 |
Reconciling items | |||
Effect of tax preferential tax rate | (59,273) | ||
Effect of different tax rates of subsidiary operating in other jurisdiction | 98,036 | ||
Non-deductible expenses | 4,000 | 5,759 | 3,917 |
Income tax (benefit) expense | (121,113) | 777,221 | 39,515 |
Effective tax rate | $ 13.6 | $ 25.2 | $ 10.4 |
Taxes (Details) - Schedule of t
Taxes (Details) - Schedule of tax payable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of tax payable [Abstract] | ||
Value added tax payable | $ 7,213 | $ 20,605 |
Income tax payable | 425,250 | |
Other tax payable | 30,706 | 62,294 |
Total tax payable | $ 37,919 | $ 508,149 |
Taxes (Details) - Schedule of d
Taxes (Details) - Schedule of deferred taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Deferred Taxes Abstract | ||
Bad debt provision | $ 30,085 | |
Tax loss carry forward | 84,000 | |
Others | 4,074 | |
Deferred tax assets, net | $ 118,159 |
Taxes (Details) - Schedule of n
Taxes (Details) - Schedule of net operating loss carry forward - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Total | $ 344,473 | ||
PRC [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Total | [1] | 344,401 | |
HONG KONG | |||
Operating Loss Carryforwards [Line Items] | |||
Total | [2] | $ 72 | |
[1] Net operating loss of PRC subsidiary will be expired, if unused, on December 31, 2027. |
China Contribution Plan (Detail
China Contribution Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
China Contribution Plan [Abstract] | |||
Total contribution | $ 270,943 | $ 180,082 | $ 36,866 |
Operating Lease (Details)
Operating Lease (Details) | 12 Months Ended | ||||
Jun. 09, 2022 | Oct. 09, 2020 | Dec. 31, 2022 USD ($) m² | Jun. 30, 2022 USD ($) | Nov. 08, 2020 USD ($) | |
Operating Lease (Details) [Line Items] | |||||
Area of square meters | 1,306.91 | ||||
Lease term | 41 months | 60 months | |||
Lease deposit (in Dollars) | $ | $ 6,367 | $ 28,963 | $ 24,035 | ||
Initial Term | 12 months | ||||
Minimum [Member] | |||||
Operating Lease (Details) [Line Items] | |||||
Area of square meters | 1,301.01 | ||||
Maximum [Member] | |||||
Operating Lease (Details) [Line Items] | |||||
Area of square meters | 1,301.02 | ||||
Panyu District [Member] | |||||
Operating Lease (Details) [Line Items] | |||||
Area of square meters | 1,451.04 | ||||
Office Space Covers [Member] | |||||
Operating Lease (Details) [Line Items] | |||||
Area of square meters | 345.22 |
Operating Lease (Details) - Sch
Operating Lease (Details) - Schedule of summary of leases by balance sheet location - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease right-of-use assets | $ 522,278 | $ 623,236 |
Liabilities | ||
Operating lease liability - current | 165,506 | 130,198 |
Operating lease liability - non-current | 373,068 | 494,425 |
Total lease liabilities | $ 538,574 | $ 624,623 |
Operating Lease (Details) - S_2
Operating Lease (Details) - Schedule of operating lease expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of operating lease expenses [Abstract] | ||
Operating lease cost | $ 195,887 | $ 164,209 |
Operating Lease (Details) - S_3
Operating Lease (Details) - Schedule of maturities of operating lease liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of maturities of operating lease liabilities [Abstract] | ||
2023 | $ 202,677 | |
2024 | 214,851 | |
2025 | 187,909 | |
Total lease payments | 605,437 | |
Less: interest | (66,863) | |
Present value of lease payments | $ 538,574 | $ 624,623 |
Operating Lease (Details) - S_4
Operating Lease (Details) - Schedule of future minimum lease payments | Dec. 31, 2022 USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2023 | $ 179,427 |
2024 | 175,627 |
2025 | 142,813 |
Total | $ 497,867 |
Operating Lease (Details) - S_5
Operating Lease (Details) - Schedule of lease term and discount rate | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Lease Term And Discount Rate Abstract | ||
Operating leases | 2 years 9 months 29 days | 3 years 9 months 29 days |
Operating leases, percentage | 8% | 8% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 10, 2023 | Jul. 23, 2022 | Jul. 07, 2020 | ||
Shareholders' Equity (Details) [Line Items] | ||||||
Authorized share capital (in Dollars) | $ 50,000 | |||||
Dividend into ordinary shares | 500,000,000 | |||||
Additional paid-in capital (in Dollars) | $ 71,299 | |||||
Statutory reserves unit percentage | 10% | |||||
Registered capital percentage | 50% | |||||
Statutory reserves (in Dollars) | $ 282,545 | $ 282,545 | ||||
Class A Ordinary Shares [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Common stock, shares authorized | [1] | 300,000,000 | 300,000,000 | |||
Ordinary shares issued | 8,213,040 | 68,442 | ||||
Ordinary shares outstanding | 68,442 | |||||
Ordinary shares | 8,144,598 | |||||
Class B Ordinary Shares [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Common stock, shares authorized | [1] | 200,000,000 | 200,000,000 | |||
Ordinary shares issued | 3,786,960 | 31,558 | ||||
Ordinary shares outstanding | 31,558 | |||||
Ordinary shares | 3,755,402 | |||||
Class B Ordinary Shares [Member] | Ordinary Share [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |||||
[1]Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14) |
Concentrations and Credit Risk
Concentrations and Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentrations and Credit Risk (Details) [Line Items] | |||
Revenue percentage | 10% | 10% | 10% |
Accounts receivable percentage | 10% | 10% | |
Accounts payable percentage | 10% | ||
Third Party Client One [Member] | |||
Concentrations and Credit Risk (Details) [Line Items] | |||
Revenue percentage | 21% | 15% | |
Accounts receivable percentage | 54% | 37% | |
Accounts payable percentage | 24% | 20% | |
Third Party Client Two [Member] | |||
Concentrations and Credit Risk (Details) [Line Items] | |||
Revenue percentage | 20% | 14% | 13% |
Accounts receivable percentage | 13% | 27% | |
Accounts payable percentage | 17% | 16% | |
Third Party Client Three [Member] | |||
Concentrations and Credit Risk (Details) [Line Items] | |||
Revenue percentage | 16% | ||
Accounts receivable percentage | 13% | 13% | |
Accounts payable percentage | 14% | ||
Third-Party Clients One [Member] | |||
Concentrations and Credit Risk (Details) [Line Items] | |||
Revenue percentage | 17% | ||
One Related Party Client [Member] | |||
Concentrations and Credit Risk (Details) [Line Items] | |||
Revenue percentage | 10% | ||
Third Party Client Four [Member] | |||
Concentrations and Credit Risk (Details) [Line Items] | |||
Accounts receivable percentage | 13% | ||
Accounts payable percentage | 13% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - 12 months ended Dec. 31, 2021 | USD ($) | CNY (¥) | CNY (¥) |
Commitments and Contingencies Disclosure [Abstract] | |||
Contractual dispute | $ 78,461 | ¥ 500,000 | |
Payment | $ 62,769 | ¥ 400,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of commercial commitments | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Other Commitments [Line Items] | |
Leases | $ 605,437 |
Less than 1 year [Member] | |
Other Commitments [Line Items] | |
Leases | 202,677 |
1-3 years [Member] | |
Other Commitments [Line Items] | |
Leases | 402,760 |
3-5 years [Member] | |
Other Commitments [Line Items] | |
Leases | |
More than 5 years [Member] | |
Other Commitments [Line Items] | |
Leases |
Condensed Financial Informati_3
Condensed Financial Information of the Parent Company (Details) - Schedule of balance sheets - Parent Company [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-current assets | |||
Investment in subsidiary | $ 2,214,085 | $ 2,796,954 | |
Deferred offering costs | 1,306,313 | ||
Total assets | 3,520,398 | 2,796,954 | |
Due to related parties | 1,098,413 | ||
Payable to pre-IPO advisory | 600,000 | ||
Total current liabilities | 1,698,413 | ||
TOTAL LIABILITIES | 1,698,413 | ||
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS’ EQUITY | |||
Shares subscription receivables* | [1] | (1,200) | (1,200) |
Additional paid-in capital | 114,726 | 114,726 | |
Statutory reserve | 282,545 | 282,545 | |
Retained earnings | 1,563,563 | 2,335,046 | |
Accumulated other comprehensive (loss) income | (138,849) | 64,637 | |
Total shareholders’ equity | 1,821,985 | 2,796,954 | |
Total liabilities and shareholders’ equity | 3,520,398 | 2,796,954 | |
Class A Ordinary Shares | |||
SHAREHOLDERS’ EQUITY | |||
Ordinary shares value | [1] | 821 | 821 |
Class B Ordinary Shares | |||
SHAREHOLDERS’ EQUITY | |||
Ordinary shares value | [1] | $ 379 | $ 379 |
[1] Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14). |
Condensed Financial Informati_4
Condensed Financial Information of the Parent Company (Details) - Schedule of balance sheets (Parentheticals) - Parent Company [Member] - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | |||
Class A Ordinary Shares | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary shares, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares authorized | 300,000,000 | [1] | 300,000,000 | ||
Ordinary shares, shares issued | [1] | 8,213,040 | 8,213,040 | ||
Ordinary shares, shares outstanding | [1] | 8,213,040 | 8,213,040 | ||
Class B Ordinary Shares | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary shares, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | [1] | ||
Ordinary shares, shares issued | [1] | 31,558 | 31,558 | ||
Ordinary shares, shares outstanding | [1] | 31,558 | 31,558 | ||
[1] Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 (Note 14). |
Condensed Financial Informati_5
Condensed Financial Information of the Parent Company (Details) - Schedule of statements of income and comprehensive income - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Statements of Income and Comprehensive Income [Abstract] | |||
(LOSS) INCOME FROM SUBSIDIARIES | $ (771,483) | $ 2,308,626 | $ 339,968 |
NET (LOSS) INCOME | (771,483) | 2,308,626 | 339,968 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | (203,486) | 39,076 | 25,897 |
COMPREHENSIVE (LOSS) INCOME | $ (974,969) | $ 2,347,702 | $ 365,865 |
Condensed Financial Informati_6
Condensed Financial Information of the Parent Company (Details) - Schedule of statements of cash flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | $ (771,483) | $ 2,308,626 | $ 339,968 |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Equity loss (income) of subsidiary | 771,483 | (2,308,626) | (339,968) |
Net cash used in operating activities | |||
CHANGES IN CASH | |||
CASH, beginning of year | |||
CASH, end of year |