Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | NATURE’S MIRACLE HOLDING INC. | |
Entity Central Index Key | 0001947861 | |
Entity File Number | 001-41977 | |
Entity Tax Identification Number | 88-3986430 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 3281 E. Guasti Rd | |
Entity Address, Address Line Two | Suite 175 | |
Entity Address, City or Town | Ontario | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91761 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (909) | |
Local Phone Number | 218-4601 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,636,751 | |
Common Stock, par value $0.0001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NMHI | |
Security Exchange Name | NASDAQ | |
Warrants to purchase Common Stock, at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Common Stock, at an exercise price of $11.50 per share | |
Trading Symbol | NMHIW | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | |
CURRENT ASSETS | |||
Cash and cash equivalent | $ 30,532 | $ 221,760 | |
Accounts receivable, net | 2,053,678 | 1,236,248 | |
Inventories, net | 4,169,333 | 5,046,084 | |
Prepayments and other current assets | 347,465 | 139,734 | |
Total Current Assets | 7,318,843 | 7,409,495 | |
NON-CURRENT ASSETS | |||
Security deposit | 27,633 | 47,633 | |
Right-of-use assets, net | 578,179 | 503,089 | |
Cost method investment | 1,000,000 | 1,000,000 | |
Property and equipment, net | 4,326,552 | 4,406,272 | |
Deferred offering costs | 833,932 | ||
Total Assets | 13,251,207 | 14,200,421 | |
CURRENT LIABILITIES | |||
Short-term loans | 2,928,183 | 509,443 | |
Current portion of long-term debts | 284,493 | 268,805 | |
Accounts payable | 8,875,916 | 8,034,044 | |
Other payables and accrued liabilities | 3,385,079 | 1,351,951 | |
Operating lease liabilities - current | 460,311 | 359,459 | |
Tax accrual | 452,725 | 340,628 | |
Deferred income - Contract liabilities | 64,069 | 118,909 | |
Total Current Liabilities | 20,364,262 | 14,782,522 | |
NON-CURRENT LIABILITIES | |||
Long-term debts, net of current portion | 5,833,562 | 5,979,939 | |
Operating lease liabilities, net of current portion | 184,147 | 157,897 | |
Total Non-Current Liabilities | 6,017,709 | 6,137,836 | |
Total Liabilities | 26,381,971 | 20,920,358 | |
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS’ DEFICIT | |||
Preferred Stock ($0.0001 par value, 1,000,000 shares authorized, none issued and outstanding at June 30, 2024 and December 31, 2023, respectively) | |||
Common Stock ($0.0001 par value,100,000,000 shares authorized, 26,456,764 and 22,272,478 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively)* | [1] | 2,645 | 2,227 |
Additional paid-in capital | 1,894,563 | 1,526,773 | |
Accumulated deficit | (15,026,864) | (8,247,862) | |
Accumulated other comprehensive loss | (1,108) | (1,075) | |
Total Stockholders’ Deficit | (13,130,764) | (6,719,937) | |
Total Liabilities and Stockholders’ Deficit | 13,251,207 | 14,200,421 | |
Related Party | |||
CURRENT ASSETS | |||
Accounts receivable - related parties, net | 717,835 | 305,669 | |
Loans receivable - related parties | 460,000 | ||
CURRENT LIABILITIES | |||
Short-term loans - related parties | 908,255 | 783,255 | |
Accounts payable - related parties | 2,713,074 | 2,758,074 | |
Other payables - related parties | $ 292,157 | $ 257,954 | |
[1]Giving retroactive effect to reverse recapitalization effected on March 11, 2024 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | |
Statement of Financial Position [Abstract] | |||
Preferred Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, shares issued | |||
Preferred Stock shares outstanding | |||
Common Stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | [1] | 100,000,000 | 100,000,000 |
Common Stock, shares issued | [1] | 26,456,764 | 22,272,478 |
Common Stock, shares outstanding | [1] | 26,456,764 | 22,272,478 |
[1]Giving retroactive effect to reverse recapitalization effected on March 11, 2024 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
REVENUE (including related party revenue of $588,720 and $25,097 for the three months ended June 30, 2024 and 2023; $994,098 and $25,097 for the six months ended June 30, 2024 and 2023) | $ 3,404,967 | $ 1,943,528 | $ 5,609,687 | $ 4,910,200 | |
COST OF REVENUE | 2,952,747 | 1,843,257 | 4,845,150 | 4,512,669 | |
GROSS PROFIT | 452,220 | 100,271 | 764,537 | 397,531 | |
OPERATING EXPENSES: | |||||
Selling, general and administrative | 1,540,983 | 458,037 | 2,684,120 | 1,015,046 | |
Stock compensation expenses | 195,908 | 367,805 | |||
Total operating expenses | 1,736,891 | 458,037 | 3,051,925 | 1,015,046 | |
LOSS FROM OPERATIONS | (1,284,671) | (357,766) | (2,287,388) | (617,515) | |
OTHER EXPENSES | |||||
Interest (expense) income, net | (486,586) | 38,890 | (788,975) | (360,020) | |
Non cash finance expense | (1,000,000) | ||||
Loss on loan extinguishment | (233,450) | (233,450) | |||
Other expenses | 3,738 | 6,716 | 3,738 | 6,346 | |
Total other expense, net | (482,848) | (187,844) | (1,785,237) | (587,124) | |
LOSS BEFORE INCOME TAXES | (1,767,519) | (545,610) | (4,072,625) | (1,204,639) | |
PROVISION FOR (BENEFIT OF) INCOME TAXES | 800 | (139,040) | 2,500 | (230,690) | |
NET LOSS | (1,768,319) | (406,570) | (4,075,125) | (973,949) | |
OTHER COMPREHENSIVE LOSS | |||||
Foreign currency translation adjustment | (83) | (65) | (33) | 791 | |
COMPREHENSIVE LOSS | $ (1,768,402) | $ (406,635) | $ (4,075,158) | $ (973,158) | |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK* | |||||
Basic (in Shares) | [1] | 26,414,009 | 22,272,478 | 24,793,466 | 22,272,478 |
LOSS PER SHARE | |||||
Basic (in Dollars per share) | $ (0.07) | $ (0.02) | $ (0.16) | $ (0.04) | |
[1]Giving retroactive effect to reverse recapitalization effected on March 11, 2024. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Related party revenue | $ 588,720 | $ 25,097 | $ 994,098 | $ 25,097 | |
Diluted | [1] | 26,414,009 | 22,272,478 | 24,793,466 | 22,272,478 |
Diluted | $ (0.07) | $ (0.02) | $ (0.16) | $ (0.04) | |
[1]Giving retroactive effect to reverse recapitalization effected on March 11, 2024. |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Change in Stockholders’ Deficit - USD ($) | Preferred stock | Common stock | Additional paid in capital | Accumulated Deficit | Accumulated other comprehensive loss | Total | |
Balance at Dec. 31, 2022 | $ 2,227 | $ 1,526,773 | $ (909,691) | $ (1,863) | $ 617,446 | ||
Balance (in Shares) at Dec. 31, 2022 | 22,272,478 | [1] | |||||
Foreign currency translation adjustments | 856 | 856 | |||||
Net loss | (567,379) | (567,379) | |||||
Balance at Mar. 31, 2023 | $ 2,227 | 1,526,773 | (1,477,070) | (1,007) | 50,923 | ||
Balance (in Shares) at Mar. 31, 2023 | 22,272,478 | [1] | |||||
Balance at Dec. 31, 2022 | $ 2,227 | 1,526,773 | (909,691) | (1,863) | 617,446 | ||
Balance (in Shares) at Dec. 31, 2022 | 22,272,478 | [1] | |||||
Net loss | (973,949) | ||||||
Balance at Jun. 30, 2023 | $ 2,227 | 1,526,773 | (1,883,640) | (1,072) | (355,712) | ||
Balance (in Shares) at Jun. 30, 2023 | 22,272,478 | [1] | |||||
Balance at Mar. 31, 2023 | $ 2,227 | 1,526,773 | (1,477,070) | (1,007) | 50,923 | ||
Balance (in Shares) at Mar. 31, 2023 | 22,272,478 | [1] | |||||
Foreign currency translation adjustments | (65) | (65) | |||||
Net loss | (406,570) | (406,570) | |||||
Balance at Jun. 30, 2023 | $ 2,227 | 1,526,773 | (1,883,640) | (1,072) | (355,712) | ||
Balance (in Shares) at Jun. 30, 2023 | 22,272,478 | [1] | |||||
Balance at Dec. 31, 2023 | $ 2,227 | 1,526,773 | (8,247,862) | (1,075) | (6,719,937) | ||
Balance (in Shares) at Dec. 31, 2023 | 22,272,478 | [1] | |||||
Issuance of shares upon the reverse recapitalization | $ 403 | (2,703,877) | (2,703,474) | ||||
Issuance of shares upon the reverse recapitalization (in Shares) | 4,034,286 | [1] | |||||
Stock compensation expense | $ 6 | 171,891 | 171,897 | ||||
Stock compensation expense (in Shares) | 62,740 | [1] | |||||
Shares to be issued for stock compensation | $ (6) | 6 | |||||
Shares to be issued for stock compensation (in Shares) | (62,740) | [1] | |||||
Foreign currency translation adjustments | 50 | 50 | |||||
Net loss | (2,306,806) | (2,306,806) | |||||
Balance at Mar. 31, 2024 | $ 2,630 | 1,698,670 | (13,258,545) | (1,025) | (11,558,270) | ||
Balance (in Shares) at Mar. 31, 2024 | 26,306,764 | [1] | |||||
Balance at Dec. 31, 2023 | $ 2,227 | 1,526,773 | (8,247,862) | (1,075) | $ (6,719,937) | ||
Balance (in Shares) at Dec. 31, 2023 | 22,272,478 | [1] | |||||
Shares to be issued for stock compensation (in Shares) | 26,306,764 | ||||||
Net loss | $ (4,075,125) | ||||||
Balance at Jun. 30, 2024 | $ 2,645 | 1,894,563 | (15,026,864) | (1,108) | (13,130,764) | ||
Balance (in Shares) at Jun. 30, 2024 | 26,456,764 | [1] | |||||
Balance at Mar. 31, 2024 | $ 2,630 | 1,698,670 | (13,258,545) | (1,025) | (11,558,270) | ||
Balance (in Shares) at Mar. 31, 2024 | 26,306,764 | [1] | |||||
Stock compensation expense | $ 16 | 195,892 | 195,908 | ||||
Stock compensation expense (in Shares) | 162,465 | [1] | |||||
Shares to be issued for stock compensation | $ (1) | 1 | |||||
Shares to be issued for stock compensation (in Shares) | (12,465) | [1] | |||||
Foreign currency translation adjustments | (83) | (83) | |||||
Net loss | (1,768,319) | (1,768,319) | |||||
Balance at Jun. 30, 2024 | $ 2,645 | $ 1,894,563 | $ (15,026,864) | $ (1,108) | $ (13,130,764) | ||
Balance (in Shares) at Jun. 30, 2024 | 26,456,764 | [1] | |||||
[1]Giving retroactive effect to reverse recapitalization effected on March 11, 2024 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,075,125) | $ (973,949) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation expense | 79,720 | 83,388 |
Allowance for credit losses | 24,391 | 789 |
Amortization of operating right-of-use asset | 155,295 | 204,732 |
Amortization of debt issuance cost | 73,782 | |
Deferred taxes benefits | (242,908) | |
Loss on loan extinguishment | 233,450 | |
Loss on early termination of right-of-use asset | 33,423 | |
Stock compensation expenses | 367,805 | |
Non cash finance expense | 1,000,000 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (1,253,986) | (105,364) |
Inventories | 876,751 | 2,242,101 |
Prepayments and other current assets | (207,731) | 89,676 |
Security deposit | 20,000 | 49,960 |
Accounts payable | 796,876 | (1,775,240) |
Other payables and accrued liabilities | 485,314 | (68,251) |
Accrued interest payable - related parties | 34,203 | 26,033 |
Operating lease liabilities | (103,284) | (260,484) |
Tax accrual | 112,097 | 12,597 |
Deferred income - Contract liabilities | (54,841) | (121,006) |
Net cash used in operating activities | (1,742,515) | (497,271) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the reverse recapitalization | 1,120,177 | |
Payments of transaction costs incurred by Lakeshore | (1,044,980) | |
Repayments of promissory note – related party of Lakeshore | (75,000) | |
Loan to related parties | (150,000) | |
Loan to Lakeshore | (40,000) | |
Loan repayment from third parties | 132,913 | |
Net cash used in investing activities | (39,803) | (17,087) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of deferred offering costs | (266,925) | (533,929) |
Long-term loan borrowing | 3,338,546 | |
Repayments on long-term loan | (130,689) | (54,999) |
Short-term loan borrowing from third parties | 2,487,500 | 4,812 |
Repayments on short-term loan from third parties | (498,760) | (1,763,814) |
Short-term loan borrowing from related parties | 773,255 | |
Repayments on short-term loan from related parties | (700,000) | |
Borrowings from other payables - related parties | 1,000 | |
Net cash provided by financing activities | 1,591,126 | 1,064,871 |
EFFECT OF FOREIGN EXCHANGE ON CASH | (36) | 792 |
CHANGES IN CASH | (191,228) | 551,305 |
CASH AND CASH EQUIVALENT, beginning of period | 221,760 | 810,371 |
CASH AND CASH EQUIVALENT, end of period | 30,532 | 1,361,676 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | 3,315 | 5,379 |
Cash paid for interest | 604,512 | 185,981 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: | ||
Right of use assets acquired under new operating leases | 285,185 | 46,284 |
Long term investment converted from accounts receivable | 1,000,000 | |
Derecognition of early termination of right-of-use asset | 144,602 | |
Derecognition of early termination of operating lease liabilities | 152,179 | |
Reduce of right-of-use asset and operating lease liabilities based on modification | 54,800 | |
Accumulated deficit acquired upon the reverse recapitalization | 1,603,020 | |
Deferred offering cost converted to APIC upon the reverse recapitalization | $ 1,100,857 |
Nature of Business and Organiza
Nature of Business and Organization | 6 Months Ended |
Jun. 30, 2024 | |
Nature of Business and Organization [Abstract] | |
Nature of business and organization | Note 1 — Nature of business and organization Nature’s Miracle Holding Inc., which until March 11, 2024 was known as LBBB Merger Corp. (the “Company”, “Nature’s Miracle”) is a company incorporated on August 1, 2022 under Delaware law as a wholly owned subsidiary of the Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“Lakeshore”). On March 11, 2024, Lakeshore merged with and into the Company for the sole purpose of reincorporating Lakeshore into the State of Delaware (“Reincorporation”). Immediately after the Reincorporation, the Company consummated the merger contemplated by the Merger Agreement between the Company and Nature’s Miracle, Inc., a Delaware corporation (“NMI”), resulting in the stockholders of NMI becoming 84.7% stockholders of the Company and the Company becoming the 100% stockholder of NMI. (“the Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of NMI common stock issued and outstanding immediately prior to the effective time was canceled and automatically converted into the right to receive the applicable pro rata portion of shares of the Company common stock, the aggregate value of which was equal to: (a) $230,000,000 minus (b) the estimated Closing Net Indebtedness (as defined in the Merger Agreement) (the “Merger Consideration”). The Merger is considered as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805-40. Under this method of accounting, Lakeshore will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on NMI’s stockholders comprise 84.7% of the voting power of the Company, directors appointed by NMI constituting three of the five members of the Company’s board of directors, NMI’s operations prior to the Merger comprising the only ongoing operations of the Company, and NMI’s senior management comprising all of the senior management of the Company. Accordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of NMI with the Merger treated as the equivalent of NMI issuing stock for the net assets of Lakeshore, accompanied by a recapitalization. The net assets of Lakeshore will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be presented as those of NMI in financial statements of the Company. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5. All share and per share data has been retroactively restated to reflect the current capital structure of the Company. The Company is a growing agriculture technology company focusing on the greenhouse and cultivation industry and providing products to indoor growers in a CEA (Controlled Environment Agriculture) setting in North America. Reorganization under NMI NMI is a holding company incorporated on March 31, 2022 in Delaware. NMI has no substantial operations other than holding all the outstanding share capital of its subsidiaries. NMI, its subsidiaries and variable interest entity (“VIE”). On June 1, 2022, NMI entered into the Share Exchange Agreements with the stockholders of Visiontech Group, Inc. (“Visiontech”, a California Company), resulting in the stockholders of Visiontech becoming 56.3% stockholders of NMI and NMI becoming the 100% stockholder of Visiontech. The transaction was accounted as a reverse recapitalization in accordance with ASC 805. The process of identifying the accounting acquirer began with a consideration of the guidance in ASC 810-10 related to determining the existence of a controlling financial interest. The general rule provided by ASC 810-10 is that the party that holds directly or indirectly greater than 50% of the voting shares has a controlling financial interest. As such, NMI is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the stockholders of Visiontech to have a majority of the voting power of the post-combination company, Zhiyi (Jonathan) Zhang, former president of Visiontech, became the President of NMI, the relative size of Visiontech compared to NMI. Accordingly, for accounting purposes and the combination was treated as the equivalent of Visiontech issuing shares for the net assets of NMI, accompanied by a recapitalization. The net assets of NMI is stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination would be those of Visiontech. On June 1, 2022, NMI also entered into the Share Exchange Agreements with the stockholders of Hydroman, Inc. (“Hydroman”, a California Company) to acquire 100% of Hydroman by issuing 6,844,000 shares of NMI’s common stock to the stockholders of Hydroman. The transaction was accounted for as a business combination according with ASC 805 where NMI (post combination with Visiontech) is both the legal and accounting acquirer. On July 28, 2022, Nature’s Miracle (California), Inc., (“NMCA”), a California corporation wholly owned by NMI was incorporated. NMCA focuses on greenhouse development services and started provide container grow sales in first quarter of 2024. On August 18, 2022, NMI acquired 100% interest of Photon Technology (Canada) Ltd, a Canadian company (“Photon”) for a total consideration of CAD $62,571 that was equivalent to $45,500. The purchase was accounted for as an asset purchase. Wei Yang, stockholder of NMI, was the sole stockholder of Photon prior to the acquisition. Upon completion of the acquisition, NMI has 100% of the equity interest of Photon, and Photon became a wholly-owned subsidiary of NMI. Photon will focus on manufacturing greenhouse and cultivation- related products. There was no material operation as of June 30, 2024. On August 27, 2021, Visiontech and Upland 858 LLC (“Upland”), who share common stockholders with Visiontech, entered into a promissory note agreement. Upland is a special purchase entity set up to purchase and hold a warehouse located in California. Upland promised to pay to Visiontech the sum of $1,574,079, together with simple interest thereon at the rate of 4.9% per annum. All sums of principal and unpaid interest thereon shall be due and payable in full to Visiontech on August 28, 2026. On January 10, 2022, Upland entered into a $3,000,000 commercial loan at a fixed rate of 3.79% with Bank of the West. With the funding from Visiontech and the bank, Upland purchased a warehouse located in California at the price of $4,395,230. On February 1, 2022, Upland leased the warehouse to Visiontech through a single lease agreement. As such, Visiontech is exposed to the variability of the building owned by Upland and Upland is a VIE of Visiontech. Visiontech is the primary beneficiary of Upland since Visiontech has a controlling financial interest in Upland and it has both (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. On August 27, 2022, Upland entered into an assignment and assumption of unsecured promissory note with Zhiyi (Jonathan) Zhang, Vartor Vahe Doudakian and Yang Wei (collectively “Assignees”). Upland transferred to Assignees all of its right, title, duties, liabilities and obligation under the promissory note signed by and among Visiontech and Upland on August 27, 2021 in the original principal amount of $1,574,079. Visiontech also provided the consent to surrender its right to collect from Upland. As the stockholders are de facto agents of Visiontech, Visiontech and its de facto agents continue to bear the risk of losses or the rights to receive benefits from Upland. As such, in accordance with ASC 810, Upland is considered variable interest entity(“VIE”) of Visiontech and the financial statements of Upland was consolidated from the date of control and variable interest existed. See Note 4 for details. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2024 | |
Going Concern [Abstract] | |
Going concern | Note 2 — Going concern In assessing liquidity, the Company monitors and analyzes cash on-hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company financed its operations primarily through cash flows from operations, debt financing from financial institution and related parties. As of June 30, 2024 and December 31, 2023, the Company had approximately $31,000 and $0.2 million in cash which primarily consists of bank deposits, which are unrestricted as to withdrawal and use. The Company’s working capital deficit was approximately $13.0 million and $7.4 million as of June 30, 2024 and December 31, 2023. On July 3, 2024, the Company signed four convertible note investment agreements total of $410,000 from four investors. Each note bears 12% interest per annum and matures in 6 months. The Company shall repay the principal and accumulated interest after six months. If the investors choose to convert, the number of shares will be calculated by dividing the principal plus accumulated interest by $0.442. $410,000 had been deposited into the Company’s bank account in July 2024. On July 16, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a certain investor (the “Purchaser”) pursuant to which the Company sold, in a private placement (the “July 2024 Offering”), a $180,000 convertible note (the “July 2024 Note” and, the shares underlying the July 2024 Note, the “July 2024 Note Shares”) with an original issue discount of $27,500 and warrant (the “July 2024 Warrant”) to purchase up to 217,500 shares of common stock (the “July 2024 Warrant Shares”) at an exercise price of $0.87 per share. As consideration for entering into the Securities Purchase Agreement, the Company issued a total of 180,000 shares (the “Commitment Shares”) to the Purchaser on July 19, 2024. The July 2024 Warrant is exercisable on July 17, 2024 until five years from July 17, 2024. On July 30, 2024, the note was terminated as a result of the Company’s full payment of the note’s principal amount and accrued interest and other fees in the total amount of $212,400. As a result, all obligations under the note have been satisfied, and the note is no longer outstanding. On July 25, 2024, the Company entered into an underwriting agreement with EF Hutton LLC as the underwriter, relating to a firm commitment underwritten public offering of 5,000,000 units (the “Units”) consisting of (i) one share of common stock, par value $ 0.0001 per share (“Common Stock”) and (ii) one Series A Warrant to purchase one share of Common Stock (“Warrant”) at a public offering price of $0.24 per Unit, for aggregate gross proceeds of $1.2 million, prior to deducting underwriting discounts and other offering expenses. The closing of the offering occurred on July 29, 2024. On August 13, 2024, the Company entered a securities purchase agreement with 1800 Diagonal Lending LLC (“Diagonal”), in connection with the issuance of a promissory note in the aggregate principal amount of $181,700, including an original issue discount of $23,700, closing expenses of $8,000 deducted from funding amount; with additional tranches of financing of up to $1.0 million in the aggregate during the next twelve months subject to further agreement by and between Diagonal and the Company. The initial funding shall be payable in 10 equal monthly installments of $20,350. In the event of default, the note has convertibility provisions. The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2022. In addition, the Company had, and may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion plan and related operations. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. If the Company is unable to realize its assets within the normal operating cycle of a twelve (12) month period, the Company may have to consider supplementing its available sources of funds through the following sources: ● financial support from the Company’s related parties and stockholders; ● other available sources of financing from banks and other financial institutions; ● equity financing through capital market. The Company can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstarct] | |
Basis of presentation and summary of significant accounting policies | Note 3 — Basis of presentation and summary of significant accounting policies Basis of presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its variable interest entities and have been prepared in accordance with U.S. GAAP and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which include its wholly owned subsidiaries and VIE over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company and its subsidiaries and VIE have been eliminated upon consolidation. Use of estimates and assumptions The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the unaudited financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Cash and cash equivalents Cash and cash equivalents consist of amounts held as cash on hand and bank deposits. From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash. Prepayments and other current assets Prepaid expenses and other current assets primarily include prepaid expenses paid to product providers, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes collection or realization of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2024 and December 31, 2023, no allowance for doubtful account was recorded. Accounts receivable, net During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances each reporting period to determine if an allowance for doubtful accounts is required. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on assessment of specific evidence indicating likelihood of collection, historical experience, account balance aging and prevailing economic conditions. Bad debts are written off against the allowance after all collection efforts have ceased. Starting from January 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). The Company used a modified retrospective approach, and the adoption does not have an impact on our unaudited condensed consolidated financial statements. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. Inventory Inventory consists of finished goods ready for sale and is stated at the lower of cost or market. The Company values its inventory using the weighted average costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in cost of revenue. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated market value. The Company also reviews inventory for slow moving inventory and obsolescence and records impairment for obsolescence. During the three and six months ended June 30, 2024, there was no inventory impairment loss recorded. During the three and six months ended June 30, 2023, there was no inventory impairment loss recorded. Cost method investment The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investment at the historical cost in its unaudited condensed consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investment is evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near-term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. No event had occurred and indicated that other-than-temporary impairment existed and therefore during the three and six months ended June 30, 2024, the Company did not record any impairment charges for its investments. During the three and six months ended June 30, 2023, the Company did not record any impairment charges for its investments. Security deposits To maintain a stable supply for goods and build a long-term relationship, the Company may pay certain amount of funds to its vendors as security deposits which are recorded as non-current assets on the balance sheet depending on its return date. Property and equipment Property and equipment are stated at historical cost. Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the useful lives of the assets are as follows: Useful Life Machinery and equipment 5 years Computer and peripherals 3 years Trucks and automobiles 5 years Buildings 39 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. Expenditures for maintenance and repairs are expensed as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. Deferred offering costs Deferred offering costs consist primarily of expenses paid to attorneys, consultants, underwriters, and etc. related to its merger transaction. The balance has been offset with the proceeds received after the close of the offering. Fair value measurement The Company adopted ASC Topic 820, Fair Value Measurements and Disclosures 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 reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company measures fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Fair values of financial instruments Financial instruments include cash and cash equivalents, accounts receivable, prepayments, loan receivable, and other current assets, other payable and accrued liabilities, accounts payable — related parties, short term loans and taxes payable. The Company considers the carrying amount of short-term financial instruments to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. The Company’s long-term debts are measured at amortized cost, no fair value option is elected. Revenue recognition The Company follows Accounting Standards Codification (“ASC”) 606 Revenue Recognition and recognizes revenue from product sales revenues, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company is a growing agriculture technology company providing CEA hardware products to growers in the controlled environment agriculture industry setting in North America. Majority of the Company’s products were grow lights and related products for the indoor growing settings. Starting from first quarter of 2024, the Company also provides indoor grow containers to its customers. The Company’s contracts with customers where the amounts charged per product is fixed and determinable, the specific terms of the contracts were agreed on by the Company including payment terms which are typically 30 to 60 days for existing customers and prepaid for most new customers. In certain contracts involving customers that entered into rebate programs with utility companies for using LED lighting, payment term ranges from 60 to 120 days. The Company’s performance obligation is to deliver the products to customers. For indoor grow container products, the Company also involved in customization of the products to suit customer’s specific needs. The provision of customization and configuration to meet certain technical specification per US market and delivery of product is considered one performance obligation as the as the services provided are not distinct within the context of the contract whereas the customers can only obtain benefit when the services and products are provided together. Transaction prices are mostly fixed. In some contracts, when determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the licensees will be one year or less. The Company had one contract with customer with installment payment terms of up to 16 months. The difference between the contract price and the Company’s cash selling price of the same products are recognized as interest income over the term of the payments. Interest income amounted to $44,239 and $78,385 during the three and six months ended June 30, 2023, respectively. This contract was terminated on July 12, 2023. The Company transfers the risk of loss or damage upon shipment, therefore, revenue from product sales is recognized at a point in time when control of product transfer to customer and the Company has no further obligation to provide services related to such product evidenced by customer signing acceptances upon receipt of goods. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. The Company evaluates the criteria of ASC 606 — Revenue Recognition Principal-Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. The Company ships the products according to shipping terms on the purchase order or sales order. Once delivery is complete, the Company then sends an invoice to the customer according to the quantity and price of shipment. The Company evaluates the indicators of control in accordance with ASU 2016-08: 1) the Company is the most visible entity to customers and assumes fulfilment risk and risks related to the acceptability of products, including addressing customer inquiries directly and handling of product returns or refunds directly if any. For grow light products, the Company has its own brand for marketing. For indoor grow containers products, the Company is also involved in the design and technical specification of the products to meet requirement in the US market 2) The Company assumes inventory risk either through storing the products in its own warehouses; or for drop shipments directly from vendors, the Company takes the title from vendors through inspection and acceptance and is responsible for product damage during shipment period prior to acceptance of its customers and is also responsible for product return if the customer is not satisfied with the products. 3) The Company determines the resale price of the products. 4) The Company is the party that directs the use of the inventory and can prevent the vendor from transferring the product to a customer or to redirect the products to a different customer, after evaluating the above scenario, the Company considers itself the principal of these arrangements and records revenue on a gross basis. The Company’s disaggregate revenue stream by products are summarized below: For the For the June 30, June 30, June 30, June 30, (Unaudited) (Unaudited) (Unaudited) (Unaudited) Grow light $ 3,404,967 $ 1,943,528 $ 5,465,906 $ 4,910,200 Indoor grow containers - - 143,781 - Total revenues $ 3,404,967 $ 1,943,528 $ 5,609,687 $ 4,910,200 Prepayments received from customers prior to the delivery of goods to customers or picked up by the customers are recorded as contract liability under the account Deferred income — contract liabilities. Movements of Deferred income — contract liabilities consisted of the following as of the date indicated: As of As of Beginning balance $ 118,909 $ 808,118 Prepayments from customers 470,967 1,370,836 Recognized as revenues (525,807 ) (2,060,045 ) Ending balance $ 64,069 $ 118,909 The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the transaction price of the related transaction. Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are recorded and estimated based on historical returns which were generally immaterial to the Company. Estimated warranty are immaterial because suppliers provide a warranty period of 1-5 years for all products, varying depending on the product type. After customers provide their purchase invoices and serial numbers for the return products, the factories will issue the replacement products. Additionally, the factories will also bear the corresponding shipping costs, making the company’s warranty expenses negligible. Cost of revenue Cost of revenue mainly consist of costs for purchases of products and related storage, warehouse rent, outbound freight, delivery fees and payroll related expenses. Segment reporting The Company follows ASC 280, Segment Reporting. The Company’s chief operating decision maker, the Chief Executive Officer, reviews the results of operations when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are all located in California, United States, and substantially all the Company’s revenues are derived from within the USA. Therefore, no geographical segments are presented. Leases The Company follows ASC 842 — Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the 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 that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company follows the provisions of ASC 740 and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Delaware, as its “major” tax jurisdictions. The Company believes that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Stock-based compensation The Company accounts for stock-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received. Warrants The Company evaluates the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both public and private warrants are classified in shareholders’ equity. Commitments and Contingencies In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. Loss per share Basic loss per share is computed by dividing net loss attributable to holders of common stock by the weighted average number of common stock outstanding during the year. During the three and six months ended June 30, 2024, basic and diluted loss per share are the same because the Company had net loss for the periods. During the three and six months ended June 30, 2023, basic and diluted loss per share are the same because the Company had net loss for the periods. Recently issued accounting pronouncements In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2024 | |
Variable Interest Entity [Abstract] | |
Variable interest entity | Note 4 — Variable interest entity The Company does not have direct ownership in Upland but has been actively involved in their operations and has the power to direct the activities and significantly impact Upland’s economic performance. The Company also bears the risk of losses from Upland. As such, in accordance with ASC 810, Upland is considered variable interest entity (“VIE”) of the Company and the financial statements of Upland was consolidated from the date of control and variable interest existed. Based on the loan agreement between its creditor and Upland 858 LLC, the loan is a non-recourse debt secured by the assets owned by Upland 858 LLC only and guaranteed by the stockholders of Upland 858 LLC only. Upland 858 LLC’s creditor will have no-recourse to Visiontech which is considered to be the primary beneficiary of the VIE structure but not the legal owner of Upland 858 LLC: Accordingly, the accounts of Upland were consolidated in the accompanying financial statements as VIE of Visiontech from January 2022 when Upland acquired the warehouse in California. The carrying amount of the assets and liabilities are as follows: As of Cash $ 1,046 Prepaid expense 1,800 Property and equipment, net 4,180,504 Total assets $ 4,183,350 Current portion of long-term debt $ 82,374 Long-term debt, net of current portion 2,730,266 Accrued expenses 398 Intercompany payable to Visiontech 1,367,078 Total liabilities $ 4,180,116 The operating results of VIE included in the unaudited condensed consolidated statements of operations are as follows for the period indicated: For the For the Revenue * $ 83,211 $ 166,421 Selling, general and administrative (27,840 ) (82,450 ) Interest expense (25,414 ) (51,034 ) Income tax - (1,700 ) Net income $ 29,957 $ 31,237 * Upland generated its revenue from leasing the warehouse to Visiontech. Revenue of Upland was fully eliminated on the unaudited condensed consolidated statements of operations. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Reverse recapitalization | Note 5 — Reverse recapitalization On March 11, 2024, Lakeshore merged with and into the Company for the sole purpose of reincorporating Lakeshore into the State of Delaware. Immediately after the Reincorporation, the Company consummated the merger between the Company and NMI, resulting in the stockholders of NMI becoming 84.7% stockholders of the Company and the Company becoming the 100% stockholder of Nature’s Miracle. Lakeshore was treated as the “acquired” company for financial reporting purposes. Accordingly, the financial statements of the Company represent the continuation of the financial statements of NMI, with the Merger reflected as the equivalent of NMI issuing ordinary shares for the net assets of Lakeshore, accompanied by a recapitalization. The net assets of Lakeshore were recognized as of the closing date at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of NMI. The shares and corresponding capital amounts and all per share data related to NMI outstanding shares prior to the reverse recapitalization have been retroactively adjusted. The following table presents the number of the Company’s common stock issued and outstanding immediately following the reverse recapitalization: Common Lakeshore’s shares outstanding prior to reverse recapitalization 2,241,500 Shares issued to private rights 35,150 Conversion of the Lakeshore’s public shares and rights 790,097 Shares issued to service providers 801,539 Bonus shares issued to investors 166,000 Conversion of NMI’s shares into the Company’s ordinary shares 22,272,478 Total shares outstanding 26,306,764 In connection with the reverse recapitalization, the Company has assumed 3,625,750 warrants outstanding, which consisted of 3,450,000 public warrants and 175,750 private warrants. Both of the public warrants and private warrants met the criteria for equity classification. (see Note 13 Equity for details) In connection with the reverse recapitalization, the Company raised approximately $1.1 million of proceeds, presented as cash flows from activities, which included the contribution of approximately $15.1 million of funds held in Lakeshore’s trust account, net of approximately $13.9 million paid to redeem 1,246,563 public shares of Lakeshore’s ordinary shares, approximately $1.0 million in transaction costs incurred by Lakeshore, and repayments of a promissory note in the amount of $75,000 issued to Lakeshore’s related party. NMI incurred approximately $1.1 million of transaction costs, which consisted of direct incremental legal and accounting fees in connection with the Merger and were reclassified to additional paid-in capital. The net effect of the above with the net liabilities assumed from Lakeshore of approximately $1.6 million was recorded to the Company’s retained deficit. The following table reconcile the elements of the reverse recapitalization to the consolidated statements of cash flows and the changes in shareholders’ equity (deficit): As of Funds held in Lakeshore’s trust account $ 15,067,702 Funds held in Lakeshore’s operating cash account 198 Less: amount paid to redeem public shares of Lakeshore’s ordinary shares (13,947,723 ) Proceeds from the reverse recapitalization 1,120,177 Less: payments of transaction costs incurred by Lakeshore (1,044,980 ) Less: repayments of promissory note – related party of Lakeshore’ (75,000 ) Less: notes assumed from Lakeshore (555,000 ) Less: liability assumed from Lakeshore (1,547,814 ) Less: transaction costs paid by NMI (1,100,857 ) Add: receivable assumed from Lakeshore 500,000 Net liabilities assumed from issuance of common stock upon the Merger, balance classified to retained deficit $ (2,703,474 ) |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2024 | |
Accounts receivable, Net [Abstract] | |
Accounts receivable, net | Note 6 — Accounts receivable, net Accounts receivable consisted of the following as of the date indicated: As of As of Accounts receivable $ 2,737,042 $ 1,906,222 Less: allowance for credit losses (683,364 ) (669,974 ) Subtotal accounts receivable, net 2,053,678 1,236,248 Accounts receivable - related parties 717,835 305,669 Total accounts receivable, net $ 2,771,513 $ 1,541,917 Provision for credit losses were $14,176 and $24,391 during the three and six months ended June 30, 2024, respectively. (Recovery) provision for credit losses were $(23,401) and $789 during the three and six months ended June 30, 2023, respectively. Movement of allowance: Movement of allowance for credit losses consisted of the following as of the date indicated: June 30, December 31, Beginning balance $ 669,974 $ 259,690 Addition 24,391 907,021 Recovery/write-off (11,001 ) (496,737 ) Ending balance $ 683,364 $ 669,974 |
Loans Receivable
Loans Receivable | 6 Months Ended |
Jun. 30, 2024 | |
Loans Receivable [Abstract] | |
Loans Receivable | Note 7 — Loans Receivable In September 2022, Visiontech and CGGP, LLC (“CGGP”), a customer who purchased industrial light fixtures, entered into three promissory note agreements with terms of six months. The total amount of the notes was $123,688. The notes bear interest thereon at the annual rate of 7% and requires monthly installment payments totaled $21,038. For the three and six months ended June 30, 2023, the Company paid $0 and $62,383, respectively. This loan has been paid off on March 17, 2023. In September 2022, Visiontech and NewCo Vision, LLC (“NewCo”), a customer who purchased industrial light fixtures, entered into three promissory note agreements with terms of six months. The total amount of the notes was $139,840. The notes bear interest thereon at the annual rate of 7% and requires monthly installment payments totaled $23,785. For the three and six months ended June 30, 2023, the Company paid $0 and $70,530, respectively. This loan has been paid off on March 17, 2023. |
Cost Method Investment
Cost Method Investment | 6 Months Ended |
Jun. 30, 2024 | |
Cost Method Investment [Abstract] | |
Cost method investment | Note 8 — Cost method investment Cost method investment consist of the following: As of As of 10% Investment of Iluminar $ 1,000,000 $ 1,000,000 Total $ 1,000,000 $ 1,000,000 On April 11, 2023, one of the Company’s customers, Iluminar Lighting LLC (“Iluminar”) entered into Debt Conversion Agreement with the Company pursuant to which it will convert $1,000,000 of accounts receivable to 1,033,333 shares of Iluminar which is 10% of Iluminar’s outstanding shares. As of June 30, 2024, the shares were issued to the Company. No identified event or change in circumstances that would have a significant adverse effect on the value of investment and the Company determined no impairment was deemed necessary as of June 30, 2024. |
Property and equipment, net
Property and equipment, net | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment, Net [Abstract] | |
Property and equipment, net | Note 9 — Property and equipment, net Property and equipment, net consist of the following: As of As of Trucks & Automobiles $ 285,099 $ 285,099 Machinery & Equipment 67,847 67,847 Building 3,465,230 3,465,230 Land 930,000 930,000 Subtotal 4,748,176 4,748,176 Less: accumulated depreciation (421,624 ) (341,904 ) Total $ 4,326,552 $ 4,406,272 Depreciation expense during the three and six months ended June 30, 2024 amounted to $39,860 and $79,720, respectively. Depreciation expense during the three and six months ended June 30, 2023 amounted to $41,694 and $83,388, respectively. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2024 | |
Loans payable [Abstract] | |
Loans payable | Note 10 — Loans payable Short-term loans: Short-term loans consist of one account receivable factoring agreement, one subordinated business loan, three third parties loans as of June 30, 2024. Short-term loans consist of one account receivable factoring agreement and one individual loan as of December 31, 2023. On October 23, 2023, NMI, Visiontech and Hydroman (collectively “Merchants”) entered into a standard merchant cash advance agreement with Factor H. The Company sold $768,500 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $503,500 was remitted to the Company, after the deduction of the total fees of $26,500. The Company agreed to pay a weekly installment of $22,814.84 for 32 weeks with a final extra payment of $38,500. The effective interest rate of this agreement was 85.36%. For the three and six months ended June 30, 2024, the Company paid $227,493 and $409,443 principal of the loan. On May 2, 2024, the Merchants entered into another standard merchant cash advance agreement with Factor H. The Company sold $1,240,150 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $807,500 was remitted to the Company, after the deduction of the total fees of $42,500. The Company agreed to pay a weekly installment of $41,000 for 31 weeks. The effective interest rate of this agreement was 93.05%. The Company use this loan to pay off $175,315 previous loan with Factor H that dated on October 23, 2023. For the three and six months ended June 30, 2024, the Company paid $70,125 and $70,125 principal of the loan. These receivable purchase agreements were accounted for as secured borrowing under ASC 860 since there is no legal, actual, effective transfer of the receivables to the Factors. Rather, the Factors only have generally claim against the receivable pools not a particular receivable. As of June 30, 2024 and December 31, 2023, outstanding balance amounted to $737,375 and $409,443, respectively. On October 30, 2023, NMI entered into a loan agreement with an independent third party pursuant to which the Company borrowed a principal amount of $100,000 with an annual interest rate of 12% for a term of one year. The loan balance as of June 30, 2024 and December 31, 2023 was $100,000 and $100,000, respectively. On March 7, 2024, the Company’s subsidiary Nature’s Miracles entered into a loan agreement with Peng Zhang, a shareholder of the Company. The amount of the loan is $1,405,000 with 10% interest and is due on March 7, 2025. On February 10, March 28, June 5, June 27, September 22, December 22, 2023 and February 20, 2024, Lakeshore entered into seven promissory notes with RedOne Investment Limited (“Redone”) to which Lakeshore borrowed an aggregate principal amount of $380,000 with zero interest rate. On July 11, 2023, Lakeshore entered into a loan agreement with Deyin Chen (Bill) to which Lakeshore borrowed a principal amount of $125,000 with an annual interest rate of 8%. This loan was extended to March 11, 2024 with interest waived pursuant to a Side Letter to the loan agreements dated December 8, 2023. A payment of $75,000 was made upon close of the Merger on March 11, 2024 and the loan balance was $50,000 after the payment. On March 11, 2024, NMI, Redone and Deyin Chen (Bill) entered into agreement that $50,000 owed to Deyin Chen (Bill) will be assigned to Redone and the Company will assume the outstanding balance of the loan of $430,000, The loan shall bear interest of 8% per annum. $50,000 initially shall be paid by the Company no later than first month anniversary of March 11, 2024, further extended to May 31, 2024 and had been paid on July 29, 2024. Second payment of $150,000 shall be paid by September 11, 2024 and the last payment of $230,000 shall be paid by December 11, 2024, Interest expenses of approximately $5,695 and $7,595 was accrued during the three and six months ended June 30, 2024, respectively. On June 6, 2024, the Merchants entered into a subordinated business loan and security agreement with Agile Capital Funding, LLC and Agile Lending, LLC for the principal amount of $288,750, including the administrative agent fee of $13,750. The Company agreed to pay a weekly installment of $15,056 for 28 weeks. The effective interest rate of this agreement was 99.88%. The collateral consists of the Company’s right, title and interest in and to including the Company’s financial assets, goods, accounts, equipment, inventory, contract rights or rights to payment of money. The Company received the net proceeds on June 7, 2024. For the three and six months ended June 30, 2024, the Company paid $19,192 and $19,192 principal of the loan. The Company also make the following principal payments for the below loans for the period ended June 30, 2023: On August 31, 2022, the Merchants entered into a standard merchant cash advance agreement with Factor A. Merchants sells to Factor A $1,065,000 of its accounts receivable balances on a recourse basis for credit approved accounts. Factor A remitted the net purchase price of $712,500 to Merchants, after deducting the total fees of $37,500. Merchants agreed to pay a weekly installment of $26,625 for 40 weeks to Factor A until Factor A received the total purchased amount of receipts. The effective interest rate of this agreement was 105.19%. During the three and six months ended June 30, 2023, the Company paid $181,461 and $326,233 principal of the loan, respectively. On September 1, 2022, Visiontech entered into a receivables purchase agreement with another Factor B. Visiontech sold to Factor B $458,500 of its accounts receivable balances on a recourse basis for credit approved accounts. Factor B disbursed the net purchase price of $339,465 to Visiontech, after deducting the origination fees of $10,500. Visiontech agreed to pay a weekly installment of $8,817.31 for 52 weeks to Factor B until Factor B received the total purchased amount of receipts. The effective interest rate of this agreement was 55.79%. During the three and six months ended June 30, 2023, the Company paid $178,874 and $262,157 principal of the loan, respectively. On October 31, 2022, Hydroman entered into a receivables purchase agreement with Factor C. Hydroman sold to Factor C $675,000 of its accounts receivable balances on a recourse basis for credit approved accounts. Factor C remitted the net purchase price of $485,000 to Hydroman, after the deduction of the origination fees of $15,000. Hydroman agreed to pay a weekly installment of $16,071 for 42 weeks to Factor C until Factor C receive the total purchased amount of receipts. The effective interest rate of this agreement was 106.56%. During the three and six months ended June 30, 2023, the Company paid $247,619 and $367,632 principal of the loan, respectively. On October 31, 2022, Visiontech entered into a future receivable sale and purchase agreement with a capital management institution D at a sale price of $100,000, after the deduction of the origination fees of $10,000. According to the agreement, the amount of receivables being sold was $149,000 with 20% purchased percentage and the estimated daily payment amount is $1,490 for 20 weeks. The effective interest rate of this agreement was 85.25%. During the three and six months ended June 30, 2023, the Company paid $0 and $68,868 principal of the loan, respectively. On November 2, 2022, Hydroman entered into a receivables purchase agreement with Factor E. Hydroman sold to Factor E $374,750 of its accounts receivable balances on a recourse basis for credit approved accounts. Factor E remitted the net purchase price of $225,000 to Hydroman, after the deduction of the total closing costs of $25,000. Hydroman agreed to pay a weekly installment of $15,615 for 24 weeks to Factor E until Factor E receive the total purchased amount of receipts. The effective interest rate of this agreement was 84.67%. During the three and six months ended June 30, 2023, the Company paid $129,673 and $188,441 principal of the loan, respectively. On November 18, 2022, the “Merchants” entered into a standard merchant cash advance agreement with Factor F. The Company sold to Factor F $206,113 of its accounts receivable balances on a recourse basis for credit approved accounts. Factor F remitted the net purchase price of $123,750 to the Company, after the deduction of the total fees of $13,750. The Company agreed to pay a weekly installment of no more than $8,588 for 24 weeks to Factor F until Factor F receive the total purchased amount of receipts. The effective interest rate of this agreement was 89.96%. During the three and six months ended June 30, 2023, the Company paid $75,112 and $110,977 principal of the loan, respectively. On November 18, 2022, the “Merchants” entered into a standard merchant cash advance agreement with Factor G. The Company sold to Factor G $206,113 of its accounts receivable balances on a recourse basis for credit approved accounts. Factor G remitted the net purchase price of $123,750 to the Company, after the deduction of the total fees of $13,750. The Company agreed to pay a weekly installment of no more than $8,588 for 24 weeks to Factor G until Factor G receive the total purchased amount of receipts. The effective interest rate of this agreement was 89.96%. During the three and six months ended June 30, 2023, the Company paid $$69,112 and $110,977 principal of the loan, respectively. On September 21, 2022, Hydroman signed a commercial loan with WebBank for the principal amount of $100,000. This loan requires a weekly installment payment of $2,244.38 for 52 weeks. The effective interest rate of this loan was 31.22%. The Company paid off this loan on June 14, 2023. During the three and six months ended June 30, 2023, the Company paid $57,696 and $76,064 principal of the loan, respectively. On September 18, 2022, Hydroman and ClassicPlan Premium Financing, Inc., entered into a premium financing agreement with a total gross policy premium and related fees of $35,508 and financed $26,387 of it. Hydroman needs to pay a monthly installment of $3,065 for six months with the last installment due on May 19, 2023. The effective interest rate of this loan was 10.80%. The Company paid off this loan on May 16, 2023. During the three and six months ended June 30, 2023, the Company paid $11,965 and $14,922 principal of the loan, respectively. On February 13, 2023, Hydroman and First Insurance Funding entered into a premium financing agreement with a total gross policy premium and related fees of $4,812 and financed $4,461 of it. Hydroman needs to pay a monthly installment of $481 for ten months with the last installment due on December 13, 2023. The effective interest rate of this loan was 16.85%. The Company terminated the insurance policy and this loan on June 15, 2023. During the three and six months ended June 30, 2023, the Company paid $4,393 and $4,812 principal of the loan, respectively. Short-term loans — related parties: refer to Note 11 Related Party transactions. Interest expenses for short term loans amounted to $304,302 and $428,215 during the three and six months ended June 30, 2024, respectively. Interest expenses for short term loans amounted to $5,364 and $381,814 during the three and six months ended June 30, 2023, respectively. Long-term debts: Long-term debts consist of three auto loans, one building loan, and one secured business loan as of June 30, 2024 and December 31, 2023. The outstanding amount of the auto loans were $97,641 and $114,621 as of June 30, 2024 and December 31, 2023, respectively. On February 27, 2021, the Company purchased a vehicle for $68,802 and financed $55,202 of the purchase price through an auto loan. The loan requires monthly installment payment of $1,014 with the last installment due on February 28, 2026. On June 8, 2021, the Company purchased the second vehicle for $86,114 and financed $73,814 of the purchase price through auto loan. The loan requires monthly installment payment of $1,172 with the last installment due on June 23, 2027. On September 28, 2022, the Company purchased the third vehicle for $62,230 and financed $56,440 of the purchase price through auto loan. The loan requires a monthly installment payment of $1,107 with the last installment due on September 28, 2027. During the three and six months ended June 30, 2024, the Company made total payments of $8,541 and $16,980 towards the auto loans, respectively. During the three and six months ended June 30, 2023, the Company made total payments of $8,130 and $16,168 towards the auto loans, respectively. Minimum required principal payments towards the Company’s auto loans as of June 30, 2024 are as follows: Twelve months ended June 30, Repayment 2025 $ 35,240 2026 32,944 2027 26,172 Thereafter 3,285 Total $ 97,641 The outstanding amount of the building loan was $2,812,641 and $2,852,597 as of June 30, 2024 and December 31, 2023, respectively. On January 10, 2022, the Company purchased one building and land for $4,395,230 and financed $3,000,000 of the purchase price through Bank of the west. The loan requires monthly installment payment of $15,165 with the last installment due on January 10, 2032. During the three and six months ended June 30, 2024, the Company made total payments of $19,930 and $39,957 towards the loan, respectively. During the three and six months ended June 30, 2023, the Company made total payments of $19,218 and $38,831 towards the loan, respectively. Minimum required principal payments towards the Company’s building loan as of June 30, 2024 are as follows: Twelve months ended June 30, Repayment 2025 $ 82,374 2026 85,380 2027 88,495 Thereafter 2,556,392 Total $ 2,812,641 The outstanding amount of the secured business loan was $3,207,773 and $3,281,526 as of June 30, 2024 and December 31, 2023, respectively. On June 14, 2023, the Company’s subsidiaries Visiontech and Hydroman entered into a secured business loan agreement with Newtek Business Services Holdco 6, Inc. for a principal sum of up to $3,700,000 with a maturity date of July 1, 2033. The loan is secured by the Company’s building and guaranteed by the Company’s major stockholders. During the three and six months ended June 30, 2024, the Company made total payments of $37,629 and $73,752 towards the loan, respectively. During the three and six months ended June 30, 2023, the Company made total payments of $0 and $0 towards the loan, respectively. Minimum required principal payments towards the Company’s secured business loan as of June 30, 2024 are as follows: Twelve months ended June 30, Repayment 2025 $ 166,879 2026 196,507 2027 231,396 Thereafter 2,612,991 Total $ 3,207,773 Interest expenses for long term loans amounted to $159,385 and $320,304 during the three and six months ended June 30, 2024, respectively. Interest expenses for long term loans amounted to $28,870 and $56,594 during the three and six months ended June 30, 2023, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 11 — Related party transactions Purchases and accounts payable – related parties: UniNet Global Inc., a vendor whose stockholder is Zhiyi (Jonathan) Zhang who is also one of the stockholders and management of the Company, sold certain products to Visiontech. As of June 30, 2024 and December 31, 2023, the outstanding accounts payable amount due to UniNet Global Inc. was $2,713,074 and $2,758,074, respectively. From 2022 to April 2023, Jinlong (David) Du, the CEO of Megaphoton, was also the Director of NMI and will serve as Director of the Company following the Merger with Lakeshore. On April 17, 2023, Jinlong Du resigned from his position as a member of the NMI’s board of director and will not serve as the Company’s director post merger. During the three and six months ended June 30, 2023, the purchases Visiontech made from Megaphoton was $137,974 and $230,390. During the three and six months ended June 30, 2023, the purchases Hydroman made from Megaphoton was $0 and $0. Hydroman and Megaphoton ended the exclusive supplier agreement on May 4, 2023. On April 11, 2023, one of the Company’s customers and vendors, Iluminar Lighting LLC (“Iluminar”) entered into Debt Conversion Agreement with the Company pursuant to which it will convert $1,000,000 of accounts receivable to 1,033,333 shares of Iluminar which is 10% of Iluminar’s outstanding shares. During the three and six months ended June 30, 2024, the purchases made from Iluminar was $1,160 and $1,160, respectively. During the three and six months ended June 30, 2023, the purchases made from Iluminar was $0 and $0, respectively. Revenue and accounts receivable - related party: During the three and six months ended June 30, 2024, the sales revenue from Iluminar was $588,720 and $994,098, respectively. During the three and six months ended June 30, 2023, the sales revenue from Iluminar was $25,097 and $25,097, respectively. As of June 30, 2024 and December 31, 2023, the account receivable from Iluminar was $717,835 and $305,669, respectively. Other payables — related parties For the year ended December 31, 2022, Nature’s Miracle Inc. (Cayman) (“NMCayman”), former stockholders of NMI, currently under common control of Mr. Tie (James) Li, the Company’s CEO, paid a total amount of $345,000 of legal and audit fee for the Company. As of June 30, 2024 and December 31, 2023, the outstanding amount due to NMCayman was $170,000 and $170,000, respectively. For the year ended December 31, 2021, Yang Wei, former shareholder of the Visiontech and current shareholder of the Company, paid a total amount of $23,813 of normal business operating fee for the Company. As of June 30, 2024 and December 31, 2023, the outstanding amount due to Yang Wei was $23,813 and $23,813, respectively. For the year ended December 31, 2022, Zhiyi (Jonathan) Zhang, paid a total amount of $27,944 of normal business operating fee for the Company. On May 19, 2023 and September 4, 2023, Zhiyi (Jonathan) Zhang paid another $1,000 and $557 for normal business operating expenses, respectively. On October 11, 2023, the Company paid off $28,501 of the balance. As of June 30, 2024 and December 31, 2023, the outstanding amount due to Zhiyi (Jonathan) Zhang was $1,000 and $1,000. As of June 30, 2024 and December 31, 2023, accrued interest expense from related parties, were $97,344 and $63,141, respectively, which were included in other payable related parties on the Company’s balance sheets. (see Short-term loans — related parties for detail). Loan receivable — related parties: As of As of December 31, Loan to Lakeshore Acquisition II Corp. $ - $ 460,000 Total loan receivable – related parties $ - $ 460,000 On June 8, 2023, the Company and Lakeshore entered into a promissory note for the principal amount of $40,000 with zero interest rate. On July 7, 2023, August 10, 2023, September 11, 2023, October 11, 2023 and November 9, 2023, NMI and Lakeshore entered into five promissory notes for the principal amount of $80,000 each with zero interest rate. On December 7, 2023, January 8, 2024, and February 6, 2024, NMI and Lakeshore entered into three promissory notes pursuant to which Lakeshore borrowed the principal amount of $20,000 each with zero interest rate. As a result of the Merger, all loans to Lakeshore had been consolidated and eliminated on the Company’s unaudited condensed consolidated balance sheets. Interest income for loan receivable – related parties amounted to $0 and $0 during the three and six months ended June 30, 2024, respectively. Interest income for loan receivable – related parties amounted to $2,052 and $2,425 during the three and six months ended June 30, 2023, respectively. Short-term loans — related parties On November 29, 2022, Visiontech signed a loan with Zhiyi (Jonathan) Zhang, one of the stockholders of the Company, for the principal amount of $100,000 with 8% interest rate. This loan is originally required to be paid in full before May 29, 2023, the Company initially extended it to November 15, 2023, further extended to February 15, 2024 and subsequently further extended to August 15, 2024. During the year ended December 31, 2023, the Company paid $40,000 to Zhiyi Zhang. The loan balance as of June 30, 2024 and December 31, 2023 was $60,000 and $60,000. As of June 30, 2024 and December 31, 2023, the accrued interest of this loan was $9,619 and $7,186, respectively. In December 2022, the Company signed two loans with Tie (James) Li, the Company’s CEO, for the total principal amount of $610,000 with 8% interest rate. This loan is originally required to be paid in full before June 1, 2023, the Company initially extended it to November 15, 2023. The Company made $500,000 payments towards the loan on June 16, 2023. The $110,000 loan was further extended to February 15, 2024 and subsequently extended to August 15, 2024. The loan balance as of June 30, 2024 and December 31, 2023 was $110,000 and $110,000, respectively. The accrued interest of $110,000 loan as of June 30, 2024 and December 31, 2023 was $13,200 and $8,800, respectively. On July 11, 2023, Lakeshore signed one loan with Tie (James) Li for a principal amount of $125,000 with 8% interest rate. This loan was required to be paid in full before November 11, 2023. On December 8, 2023, Lakeshore entered into a side letter to this loan agreement to extend the repayment to March 11, 2024 and agree to waive any and all interest and penalties that may have accrued commencing on November 11, 2023. This loan was subsequently extended to September 15, 2024. As of June 30, 2024, accrued interest of this loan was $3,041. On January 17, 2023, the Company and NMCayman, one of the stockholders of the Company, entered into a loan agreement for the principal amount of $318,270 with 8% interest rate. This loan is originally required to be paid in full before July 17, 2023, the Company initially extended it to November 15, 2023, further extended to February 15, 2024, and subsequently extended to August 15, 2024. As of June 30, 2024 and December 31, 2023, accrued interest of this loan was $37,099 and $24,276. On January 17, 2023, the Company and NMCayman entered into a loan agreement for the principal amount of $294,985 with 8% interest rate. This loan is originally required to be paid in full before July 17, 2023, the Company initially extended it to November 15, 2023, further extended to February 15, 2024, and subsequently extended to August 15, 2024. As of June 30, 2024 and December 31, 2023, the accrued interest of this loan was $34,385 and $22,500. On April 1, 2023, NMI and NMCayman entered into a loan agreement for the principal amount of $160,000 with 8% interest rate. This loan had been paid in full on June 13, 2023. Interest expense for short-term loan - related parties amounted to $18,147 and $34,203 during the three and six months ended March 31, 2024, respectively. Interest expense for short-term loan - related parties amounted to $6,164 and $26,033 during the three and six months ended March 31, 2023, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes [Abstract] | |
Income taxes | Note 12 — Income taxes As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate for the three and six months ended June 30, 2024 were 0.0% and (0.1)%, respectively. The effective tax rate for the three and six months ended June 30, 2023 were 25.5% and 19.2%, respectively. The effective tax rate differs from the federal and state statutory tax rate of 21.0% primarily due to the valuation allowance on the deferred tax assets. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Equity | Note 13 — Equity The total number of shares which the Company shall have the authority to issue is one hundred and ten million (110,000,000) shares of two classes of capital stock to be designated respectively preferred stock (“Preferred Stock”) and common stock (“Common Stock”). The total number of shares of Common Stock the Corporation shall have authority to issue is 100,000,000 shares, par value $0.0001 per share. The total number of shares of Preferred Stock the Corporation shall have authority to issue is 10,000,000 shares, par value $0.0001 per share. The Preferred Stock authorized by this Certificate of Incorporation may be issued in series. As a result of the Merger as described in note 1, all share and per share data has been retroactively restated to reflect the current capital structure of the Company. Shares issued in connection with the Company’s Merger on March 11, 2024: Common Lakeshore’s shares outstanding prior to reverse recapitalization 2,241,500 Shares issued to private rights 35,150 Conversion of the Lakeshore’s public shares and rights 790,097 Shares issued to service providers 801,539 Bonus shares issued to in connection with Lakeshore loans * 66,000 Bonus shares issued to in connection with NMI loans * 100,000 Conversion of NMI’s shares into the Company’s ordinary shares 22,272,478 Total shares outstanding 26,306,764 * In connection with the Merger, the Company, Lakeshore and NMI further entered into a Letter Agreement on November 15, 2023, a total of 125,000 shares of the Company’s common stock will be issued upon closing of the Merger in connection with certain transactions relating to the Merger: (i) 50,000 shares to Tie (James) Li and 50,000 shares to Zhiyi (Jonathan) Zhang (or 100,000 shares in the aggregate) in connection with their guarantees of the repayment of the Newtek Loan, which was loaned to a subsidiary of NMI with the principal amount of $3,700,000; (ii) 12,500 shares to Tie (James) Li and 12,500 shares to Deyin (Bill) Chen (or 25,000 shares in the aggregate) in connection with their loans to Lakeshore, each with the principal amount of $125,000 under separate but similar loan agreements); At the Close of Merger, additional shares of 16,000 and 25,000 were issued to Tie (James) Li and Prosperity Spring International Investment Management in connection with their loans to Lakeshore. The shares were valued $10 per share, of which $1.0 million (100,000 shares awarded pertaining to loan guarantee for the Newtek loan) was expensed as finance expense in the Company unaudited condensed consolidated statements of operations during the three and six months ended June 30, 2024. $660,000 was expensed in Lakeshore’s statements of operations and carried over as retained deficit after the Merger. The shares in connection with the loans have been issued during the close of the Merger. 2024 Incentive Plan In connection with the Merger, the Company adopted the Equity Incentive Plan (the “2024 Incentive Plan”). The 2024 Incentive Plan will provide for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or equity-related cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, will be eligible for grants under the 2024 Incentive Plan. The 2024 Incentive Plan provides for the future issuance of shares of the Company’s Common Stock, representing 10% of the number of shares of the Company’s Common Stock outstanding following the Business Combination (after giving effect to the Redemption). The 2024 Incentive Plan also provides for an annual increase on January 1 for each of the first ten (10) calendar years during the term of the 2024 Incentive Plan by the lesser of (a) Five percent (5%) of all classes of the Company’s common stock outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board. Shares award to Mr. Hausman and Mr. Carpenter per Letter Agreement stated above has a fair value of $1.1 million and were expensed as compensation expenses according to vesting terms. Pursuant to board resolution dated March 24, 2024, certain key employees were approved for stock incentives including George Yutuc (Chief Financial Officer), Kirk Collins (Director of Sales), and Amber Wang (Controller). Each can receive shares that vest over time of 100,000, 50,000 and 50,000 shares, respectively. Each of these employees have signed an employment agreement that reflects such shares and unique vesting schedules. The fair value of the shares to be issued was approximately $178,000 at $0.89 per share. On April 2, 2024, the Company entered into an investor relations consulting agreement with MZHCI LLC (“MZHCI”) pursuant to which MZHCI will provide investor relations services to the company and the agreement has a term of six months. The Company will pay $14,000 cash per month and to issue MZHCI 150,000 shares of restricted common stock, 75,000 shares will be vested immediately upon signing the agreement and 75,000 shares will vest on October 1, 2024. The fair value of the shares to be issued was approximately $143,000 at $0.95 per share. The 150,000 shares were issued on May 7, 2024. For the three and six months ended June 30, 2024, the Company recorded stock compensation expenses of $195,908 and $367,805, respectively. Those stock compensation expenses are included in the Company’s operating expenses. Warrants In connection with the reverse recapitalization, the Company has assumed 3,625,750 warrants outstanding, which consisted of 3,450,000 public warrants and 175,750 private warrants. Both of the public warrants and private warrant met the criteria for equity classification. Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described below, commencing 30 days after the completion of its initial business combination, and expiring five years from after the completion of an initial business combination. No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If the Company redeems the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” If a registration statement is not effective within 90 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise. If an initial business combination is not consummated, the warrants will expire and will be worthless. In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at a newly issued price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founders’ shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the Company’s initial business combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price. |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jun. 30, 2024 | |
Concentrations of Risk [Abstract] | |
Concentration of risk | Note 14 — Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. As of June 30, 2024 and December 31, 2023, $28,725 and $219,553, respectively, were deposited with various major financial institutions in the United States. Accounts receivable is typically unsecured and derived from revenue earned from customers, thereby exposing the Company to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. The Company maintains reserves for estimated credit losses, and such losses have generally been within expectations. Customer and vendor concentration risk During the three and six months ended June 30, 2024 and during the three and six months ended June 30, 2023, the major customers of the Company are as below. Iluminar is a related party of the Company since April 11, 2023, as disclosed in Note 11— Related party transactions. For the For the As of Percentage of Percentage of Percentage of Customer A 39 % 24 % 49 % Customer C 15 % 11 % 15 % Iluminar 17 % 18 % 26 % For the For the As of Percentage of Percentage of Percentage of Customer C <10 % 15 % 13 % Customer G <10 % <10 % 31 % Customer H <10 % <10 % 12 % Customer I <10 % <10 % 10 % Iluminar <10 % <10 % 18 % Customer E <10 % 16 % <10 % Customer F 20 % <10 % <10 % During the three and six months ended June 30, 2024 and during the three and six months ended June 30, 2023, the major vendors of the Company are as below. Both Megaphoton and Uninet Global Inc. are related parties of the Company (Megaphoton is no longer a related party of the Company after April 2023), as disclosed in Note 11— Related party transactions, and all purchases from Uninet Global Inc. are products originally manufactured by Megaphoton Inc. For the For the As of Percentage of Percentage of Percentage of Megaphoton Inc. <10 % <10 % 53 % Uninet Global Inc. <10 % <10 % 23 % Vendor A 29 % 48 % <10 % Vendor E 57 % 38 % 11 % For the For the As of Percentage of Percentage of Percentage of Megaphoton 15 % 14 % 62 % Uninet Global Inc. <10 % <10 % 20 % Vendor A 68 % 55 % <10 % Vendor D <10 % 14 % <10 % |
Lease
Lease | 6 Months Ended |
Jun. 30, 2024 | |
Lease [Abstract] | |
Lease | Note 15 — Lease The Company follows ASC 842 Leases. The Company has entered into lease agreements for vehicle, offices and warehouses space in California, Pennsylvania and Texas. $578,179 and $503,089 of operating lease right-of-use assets and $644,458 and $517,356 of operating lease liabilities were reflected on the June 30, 2024 and December 31, 2023 financial statements, respectively. On January 28, 2021, Hydroman entered into a lease agreement of the warehouse in Texas. The lease term was from February 1, 2021 to February 29, 2024 and the month from February 1, 2021 to February 28, 2021 was free of charge. The lease payments are $6,750 per month for the period commencing March 1, 2021 and ending February 28, 2022, $6,920 per month for the period commencing March 1, 2022 and ending February 28, 2023, $7,100 per month for the period commencing March 1, 2023 and ending February 29, 2024. The lease was terminated in May 2023. On April 14, 2021, Hydroman entered into a lease agreement of the warehouse in Pennsylvania. The lease term was from May 1, 2021 to April 30, 2024 and the month from May 1, 2021 to May 31, 2021 was free of charge. The lease payments are $6,300 per month for the period commencing June 1, 2021 and ending May 31, 2022, $6,452 per month for the period commencing June 1, 2022 and ending May 31, 2023, $6,609 per month for the period commencing June 1, 2023 and ending May 31, 2024. The lease was terminated on March 2023. On May 15, 2021, Hydroman entered into a lease agreement of the warehouse in California. The lease term was from May 16, 2021 to May 15, 2022. The lease payments are $22,375 per month. On May 15, 2021, Hydroman entered into a sublease agreement of this warehouse with McLovin’s Pet Food Inc.. The sublease term was from May 16, 2021 to May 15, 2022. The payments of the sublease are $2,885 per month. On May 16, 2022, Hydroman extended the lease of the warehouse in California. The new leasing term was from June 16, 2022 to June 15, 2025 and an extra month from May 16, 2022 to June 15, 2022 free of charge. The lease payments are $29,088 per month for the period commencing June 16, 2022 and ending June 15, 2023, $29,960 per month for the period commencing June 16, 2023 and ending June 15, 2024, $30,859 per month for the period commencing June 16, 2024 and ending June 15, 2025. The corresponding sublease with McLovin’s Pet Food Inc. was also extended from May 16, 2022 to May 15, 2025. The payments of the sublease are $3,751 per month for the period commencing May 16, 2022 and ending May 15, 2023, $3,863 per month for the period commencing May16, 2023 and ending May 15, 2024, $3,979 per month for the period commencing May 16, 2024 and ending May 15, 2025. The sublease was terminated in January 2023. On September 1, 2022, Photon Technology Ltd entered into a year-to-year lease agreement for an office located in Canada. The term of the lease commenced on September 1, 2022. The monthly payment was CAD 3,500 (USD $2,690). The lease was terminated in March 2023. On September 21, 2022, NMI entered into a month-to-month lease agreement for an office located in California. The term of the lease commenced on September 21, 2022. The monthly payment was $2,333. The lease was terminated in December 2023. On May 28, 2023, Visiontech entered into a lease agreement for a vehicle. The leasing term began on May 28, 2023 and will terminate on April 28, 2025 with a first installment of $15,000 and then continuously monthly payment of $1,550. On April 11, 2024, the Company entered into a lease agreement for an office located in California. The lease term was from May 1, 2024 to April 30, 2027. The lease payments are $8,528 per month for the period commencing May 1, 2024 and ending April 30, 2025, $8,784 per month for the period commencing May 1, 2025 and ending April 30, 2026, $9,047 per month for the period commencing May 1, 2026 and ending April 30, 2027. As of June 30, 2024 and December 31, 2023, the weighted-average remaining operating lease term of its existing leases is approximately 1.83 and 1.45 years, respectively. As of June 30, 2024 and December 31, 2023, the average discount rate of its existing leases is approximately 6.80% and 6.81%, respectively. For the For the June 30, June 30, June 30, June 30, Lease cost (Unaudited) (Unaudited) (Unaudited) (Unaudited) Operating lease cost (included in Cost of Revenue and Other Expense in the Company’s Statement of Operations) $ 105,112 $ 105,195 $ 168,245 $ 241,745 Other information Cash paid for amounts included in the measurement of lease liabilities 81,389 126,013 116,234 253,572 The supplemental balance sheet information related to leases for the period is as follows: As of As of Operating leases Right of use asset 578,179 503,089 Lease Liability – current portion 460,311 359,459 Lease Liability – net of current portion 184,147 157,897 Total operating lease liabilities $ 644,458 $ 517,356 Maturities of the Company’s lease liabilities are as follows: Twelve months ended June 30, Operating 2025 $ 486,748 2026 105,929 2027 90,470 Less: Imputed interest/present value discount (38,690 ) Present value of lease liabilities $ 644,458 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Contingencies [Abstract] | |
Contingencies | Note 16 — Contingencies The Company may, from time to time, be involved in legal matters arising in the ordinary course of its business. While the Company is not presently subject to any material legal proceedings, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company. On August 22, 2023, two separate lawsuits were filed against NMI and two of its wholly-owned subsidiaries: Visiontech Group Inc., a California corporation, and Hydroman Inc., a California corporation (collectively referred to as the “Defendants”) by Megaphoton. Megaphoton, a manufacturer and producer of artificial lighting equipment for use in agriculture and industrial applications, filed the lawsuits against the Defendants in Los Angeles Superior Court, asserting that the Defendants have breached a contract/guarantee agreement by failing to pay a total of $6,857,167, as per the terms of these agreements. NMI believes that there is no merit in the complaint and has filed a counter-suit against Megaphoton in Orange County Court, California, seeking affirmative relief on September 22, 2023. On March 5, 2024, Megaphoton filed requests to dismiss the cases against Hydroman and Visiontech in the Superior Court of Los Angeles. On March 1, 2024 NMI was notified of a complaint in San Bernardino Superior Court by Vien Le, its former CFO, who was employed approximately 2 months. The lawsuit claims wrongful discharge, untimely payment of wages and other related items. The Company has retained counsel and believes it will successfully defend against this lawsuit. Nasdaq Notification Letter On April 26, 2024, the “Company received a notification letter (the “Notification Letter on MVPHS”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum Market Value of Publicly Held Shares (the “MVPHS”) set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued listing on Nasdaq, which requires a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”), since the Company failed to meet the MVPHS Requirement for a period of 30 consecutive business days from March 13, 2024 to April 25, 2024. The Notification Letter on MVPHS has no immediate effect on the listing or trading of the common stock, par value $0.0001 per share, of the Company (“Common Stock”) on Nasdaq and, as of April 26, 2024, the Common Stock will continue to trade on Nasdaq under the symbol “NMHI.” Additionally, on April 26, 2024, the Company received a separate notification letter (the “Notification Letter on MVLS”) from Nasdaq, indicating that the Company was no longer in compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) since the Company failed to meet the MVLS Requirement for a period of 30 consecutive business days from March 13, 2024 to April 25, 2024. The Notification Letter on MVLS has no immediate effect on the listing or trading of the Common Stock on Nasdaq and, as of April 26, 2024, the Common Stock will continue to trade on Nasdaq under the symbol “NMHI.” The Company has a period of 180 calendar days, or until October 23, 2024, to regain compliance with the Requirements. On May 23, 2024, the Company received another notice from Nasdaq, notifying the Company that, because the closing bid price for the Common Stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Rule 5450(a)(1) of Nasdaq Listing Rules. Nasdaq’s notice has no immediate effect on the listing of the Company’s Common Stock on the Nasdaq Global Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until November 20, 2024, to regain compliance with the minimum bid price requirement. The Company intends to monitor the MVPHS Requirement, MVLS Requirement, and minimum bid price requirement of its Common Stock and will consider implementing available options to regain compliance with the MVPHS Requirement, MVLS Requirement and minimum bid price requirement under the Nasdaq Listing Rules. The Company intends to monitor the MVPHS Requirement and MVLS Requirement of its Common Stock and will consider implementing available options to regain compliance with the MVPHS Requirement and MVLS Requirement under the Nasdaq Listing Rules. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 17— Subsequent events On July 3, 2024, the Company signed four convertible note investment agreements total of $410,000 from four investors. Each note bears 12% interest per annum and matures in 6 months. The Company shall repay the principal and accumulated interest after six months. If the investors choose to convert, the number of shares will be calculated by dividing the principal plus accumulated interest by $0.442. $410,000 had been deposited into the Company’s bank account in July 2024. On July 16, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a certain investor (the “Purchaser”) pursuant to which the Company sold, in a private placement (the “July 2024 Offering”), a $180,000 convertible note (the “July 2024 Note” and, the shares underlying the July 2024 Note, the “July 2024 Note Shares”) with an original issue discount of $27,500 and warrant (the “July 2024 Warrant”) to purchase up to 217,500 shares of common stock (the “July 2024 Warrant Shares”) at an exercise price of $0.87 per share. As consideration for entering into the Securities Purchase Agreement, the Company issued a total of 180,000 shares (the “Commitment Shares”) to the Purchaser on July 19, 2024. The July 2024 Warrant is exercisable on July 17, 2024 until five years from July 17, 2024. On July 30, 2024, the note was terminated as a result of the Company’s full payment of the note’s principal amount and accrued interest and other fees in the total amount of $212,400. As a result, all obligations under the note have been satisfied, and the note is no longer outstanding. On July 25, 2024, the Company entered into an underwriting agreement with EF Hutton LLC as the underwriter, relating to a firm commitment underwritten public offering of 5,000,000 units (the “Units”) consisting of (i) one share of common stock, par value $ 0.0001 per share (“Common Stock”) and (ii) one Series A Warrant to purchase one share of Common Stock (“Warrant”) at a public offering price of $0.24 per Unit, for aggregate gross proceeds of $1.2 million, prior to deducting underwriting discounts and other offering expenses. The closing of the offering occurred on July 29, 2024. On August 1, 2024, the Company and Darin Carpenter entered into the mutual termination of employment agreement and intent to transition to project-based work (the “Agreement”), in which it was agreed that Mr. Carpenter shall resign from his position as Chief Operating Officer of the Company effective as of July 31, 2024. Pursuant to the Agreement, the Company and Mr. Carpenter agreed that Mr. Carpenter will provide services as a consultant to the Company on a per project basis as needed. In addition, the Company agreed to fully vest 100,013 shares of common stock that was issuable to Mr. Carpenter pursuant to the Employment Agreement dated as of September 17, 2023, by and between the Company and Mr. Carpenter. The Company also agreed to pay Mr. Carpenter the equivalent of one month of salary payable in September 2024. On August 13, 2024, the Company entered a securities purchase agreement with 1800 Diagonal Lending LLC (“Diagonal”), in connection with the issuance of a promissory note in the aggregate principal amount of $181,700, including an original issue discount of $23,700, closing expenses of $8,000 deducted from funding amount; with additional tranches of financing of up to $1.0 million in the aggregate during the next twelve months subject to further agreement by and between Diagonal and the Company. The initial funding shall be payable in 10 equal monthly installments of $20,350. In the event of default, the note has convertibility provisions. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (1,768,319) | $ (2,306,806) | $ (406,570) | $ (567,379) | $ (4,075,125) | $ (973,949) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstarct] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its variable interest entities and have been prepared in accordance with U.S. GAAP and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. |
Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which include its wholly owned subsidiaries and VIE over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company and its subsidiaries and VIE have been eliminated upon consolidation. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the unaudited financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of amounts held as cash on hand and bank deposits. From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash. |
Prepayments and other current assets | Prepayments and other current assets Prepaid expenses and other current assets primarily include prepaid expenses paid to product providers, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes collection or realization of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2024 and December 31, 2023, no allowance for doubtful account was recorded. |
Accounts receivable, net | Accounts receivable, net During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances each reporting period to determine if an allowance for doubtful accounts is required. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on assessment of specific evidence indicating likelihood of collection, historical experience, account balance aging and prevailing economic conditions. Bad debts are written off against the allowance after all collection efforts have ceased. Starting from January 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). The Company used a modified retrospective approach, and the adoption does not have an impact on our unaudited condensed consolidated financial statements. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. |
Inventory | Inventory Inventory consists of finished goods ready for sale and is stated at the lower of cost or market. The Company values its inventory using the weighted average costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in cost of revenue. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated market value. The Company also reviews inventory for slow moving inventory and obsolescence and records impairment for obsolescence. During the three and six months ended June 30, 2024, there was no inventory impairment loss recorded. During the three and six months ended June 30, 2023, there was no inventory impairment loss recorded. |
Cost method investment | Cost method investment The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investment at the historical cost in its unaudited condensed consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investment is evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near-term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. No event had occurred and indicated that other-than-temporary impairment existed and therefore during the three and six months ended June 30, 2024, the Company did not record any impairment charges for its investments. During the three and six months ended June 30, 2023, the Company did not record any impairment charges for its investments. |
Security deposits | Security deposits To maintain a stable supply for goods and build a long-term relationship, the Company may pay certain amount of funds to its vendors as security deposits which are recorded as non-current assets on the balance sheet depending on its return date. |
Property and equipment | Property and equipment Property and equipment are stated at historical cost. Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the useful lives of the assets are as follows: Useful Life Machinery and equipment 5 years Computer and peripherals 3 years Trucks and automobiles 5 years Buildings 39 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. Expenditures for maintenance and repairs are expensed as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. |
Deferred offering costs | Deferred offering costs Deferred offering costs consist primarily of expenses paid to attorneys, consultants, underwriters, and etc. related to its merger transaction. The balance has been offset with the proceeds received after the close of the offering. |
Fair value measurement | Fair value measurement The Company adopted ASC Topic 820, Fair Value Measurements and Disclosures 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 reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company measures fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. |
Fair values of financial instruments | Fair values of financial instruments Financial instruments include cash and cash equivalents, accounts receivable, prepayments, loan receivable, and other current assets, other payable and accrued liabilities, accounts payable — related parties, short term loans and taxes payable. The Company considers the carrying amount of short-term financial instruments to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. The Company’s long-term debts are measured at amortized cost, no fair value option is elected. |
Revenue recognition | Revenue recognition The Company follows Accounting Standards Codification (“ASC”) 606 Revenue Recognition and recognizes revenue from product sales revenues, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company is a growing agriculture technology company providing CEA hardware products to growers in the controlled environment agriculture industry setting in North America. Majority of the Company’s products were grow lights and related products for the indoor growing settings. Starting from first quarter of 2024, the Company also provides indoor grow containers to its customers. The Company’s contracts with customers where the amounts charged per product is fixed and determinable, the specific terms of the contracts were agreed on by the Company including payment terms which are typically 30 to 60 days for existing customers and prepaid for most new customers. In certain contracts involving customers that entered into rebate programs with utility companies for using LED lighting, payment term ranges from 60 to 120 days. The Company’s performance obligation is to deliver the products to customers. For indoor grow container products, the Company also involved in customization of the products to suit customer’s specific needs. The provision of customization and configuration to meet certain technical specification per US market and delivery of product is considered one performance obligation as the as the services provided are not distinct within the context of the contract whereas the customers can only obtain benefit when the services and products are provided together. Transaction prices are mostly fixed. In some contracts, when determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the licensees will be one year or less. The Company had one contract with customer with installment payment terms of up to 16 months. The difference between the contract price and the Company’s cash selling price of the same products are recognized as interest income over the term of the payments. Interest income amounted to $44,239 and $78,385 during the three and six months ended June 30, 2023, respectively. This contract was terminated on July 12, 2023. The Company transfers the risk of loss or damage upon shipment, therefore, revenue from product sales is recognized at a point in time when control of product transfer to customer and the Company has no further obligation to provide services related to such product evidenced by customer signing acceptances upon receipt of goods. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. The Company evaluates the criteria of ASC 606 — Revenue Recognition Principal-Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. The Company ships the products according to shipping terms on the purchase order or sales order. Once delivery is complete, the Company then sends an invoice to the customer according to the quantity and price of shipment. The Company evaluates the indicators of control in accordance with ASU 2016-08: 1) the Company is the most visible entity to customers and assumes fulfilment risk and risks related to the acceptability of products, including addressing customer inquiries directly and handling of product returns or refunds directly if any. For grow light products, the Company has its own brand for marketing. For indoor grow containers products, the Company is also involved in the design and technical specification of the products to meet requirement in the US market 2) The Company assumes inventory risk either through storing the products in its own warehouses; or for drop shipments directly from vendors, the Company takes the title from vendors through inspection and acceptance and is responsible for product damage during shipment period prior to acceptance of its customers and is also responsible for product return if the customer is not satisfied with the products. 3) The Company determines the resale price of the products. 4) The Company is the party that directs the use of the inventory and can prevent the vendor from transferring the product to a customer or to redirect the products to a different customer, after evaluating the above scenario, the Company considers itself the principal of these arrangements and records revenue on a gross basis. The Company’s disaggregate revenue stream by products are summarized below: For the For the June 30, June 30, June 30, June 30, (Unaudited) (Unaudited) (Unaudited) (Unaudited) Grow light $ 3,404,967 $ 1,943,528 $ 5,465,906 $ 4,910,200 Indoor grow containers - - 143,781 - Total revenues $ 3,404,967 $ 1,943,528 $ 5,609,687 $ 4,910,200 Prepayments received from customers prior to the delivery of goods to customers or picked up by the customers are recorded as contract liability under the account Deferred income — contract liabilities. Movements of Deferred income — contract liabilities consisted of the following as of the date indicated: As of As of Beginning balance $ 118,909 $ 808,118 Prepayments from customers 470,967 1,370,836 Recognized as revenues (525,807 ) (2,060,045 ) Ending balance $ 64,069 $ 118,909 The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the transaction price of the related transaction. Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are recorded and estimated based on historical returns which were generally immaterial to the Company. Estimated warranty are immaterial because suppliers provide a warranty period of 1-5 years for all products, varying depending on the product type. After customers provide their purchase invoices and serial numbers for the return products, the factories will issue the replacement products. Additionally, the factories will also bear the corresponding shipping costs, making the company’s warranty expenses negligible. |
Cost of revenue | Cost of revenue Cost of revenue mainly consist of costs for purchases of products and related storage, warehouse rent, outbound freight, delivery fees and payroll related expenses. |
Segment reporting | Segment reporting The Company follows ASC 280, Segment Reporting. The Company’s chief operating decision maker, the Chief Executive Officer, reviews the results of operations when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are all located in California, United States, and substantially all the Company’s revenues are derived from within the USA. Therefore, no geographical segments are presented. |
Leases | Leases The Company follows ASC 842 — Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Income taxes | Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the 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 that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company follows the provisions of ASC 740 and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Delaware, as its “major” tax jurisdictions. The Company believes that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received. |
Warrants | Warrants The Company evaluates the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both public and private warrants are classified in shareholders’ equity. |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. |
Loss per share | Loss per share Basic loss per share is computed by dividing net loss attributable to holders of common stock by the weighted average number of common stock outstanding during the year. During the three and six months ended June 30, 2024, basic and diluted loss per share are the same because the Company had net loss for the periods. During the three and six months ended June 30, 2023, basic and diluted loss per share are the same because the Company had net loss for the periods. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstarct] | |
Schedule of Straight-Line Method Over the Useful Lives | Property and equipment are stated at historical cost. Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the useful lives of the assets are as follows: Useful Life Machinery and equipment 5 years Computer and peripherals 3 years Trucks and automobiles 5 years Buildings 39 years |
Schedule of Disaggregate Revenue | The Company’s disaggregate revenue stream by products are summarized below: For the For the June 30, June 30, June 30, June 30, (Unaudited) (Unaudited) (Unaudited) (Unaudited) Grow light $ 3,404,967 $ 1,943,528 $ 5,465,906 $ 4,910,200 Indoor grow containers - - 143,781 - Total revenues $ 3,404,967 $ 1,943,528 $ 5,609,687 $ 4,910,200 |
Schedule of Deferred income and Contract Liabilities | Movements of Deferred income — contract liabilities consisted of the following as of the date indicated: As of As of Beginning balance $ 118,909 $ 808,118 Prepayments from customers 470,967 1,370,836 Recognized as revenues (525,807 ) (2,060,045 ) Ending balance $ 64,069 $ 118,909 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Variable Interest Entity [Abstract] | |
Schedule of Carrying Amount of Assets and Liabilities | The carrying amount of the assets and liabilities are as follows: As of Cash $ 1,046 Prepaid expense 1,800 Property and equipment, net 4,180,504 Total assets $ 4,183,350 Current portion of long-term debt $ 82,374 Long-term debt, net of current portion 2,730,266 Accrued expenses 398 Intercompany payable to Visiontech 1,367,078 Total liabilities $ 4,180,116 |
Schedule of Operating Results of VIE | The operating results of VIE included in the unaudited condensed consolidated statements of operations are as follows for the period indicated: For the For the Revenue * $ 83,211 $ 166,421 Selling, general and administrative (27,840 ) (82,450 ) Interest expense (25,414 ) (51,034 ) Income tax - (1,700 ) Net income $ 29,957 $ 31,237 * Upland generated its revenue from leasing the warehouse to Visiontech. Revenue of Upland was fully eliminated on the unaudited condensed consolidated statements of operations. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization | The following table presents the number of the Company’s common stock issued and outstanding immediately following the reverse recapitalization: Common Lakeshore’s shares outstanding prior to reverse recapitalization 2,241,500 Shares issued to private rights 35,150 Conversion of the Lakeshore’s public shares and rights 790,097 Shares issued to service providers 801,539 Bonus shares issued to investors 166,000 Conversion of NMI’s shares into the Company’s ordinary shares 22,272,478 Total shares outstanding 26,306,764 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounts receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following as of the date indicated: As of As of Accounts receivable $ 2,737,042 $ 1,906,222 Less: allowance for credit losses (683,364 ) (669,974 ) Subtotal accounts receivable, net 2,053,678 1,236,248 Accounts receivable - related parties 717,835 305,669 Total accounts receivable, net $ 2,771,513 $ 1,541,917 |
Schedule of Allowance for Credit Losses | Movement of allowance for credit losses consisted of the following as of the date indicated: June 30, December 31, Beginning balance $ 669,974 $ 259,690 Addition 24,391 907,021 Recovery/write-off (11,001 ) (496,737 ) Ending balance $ 683,364 $ 669,974 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: As of As of Trucks & Automobiles $ 285,099 $ 285,099 Machinery & Equipment 67,847 67,847 Building 3,465,230 3,465,230 Land 930,000 930,000 Subtotal 4,748,176 4,748,176 Less: accumulated depreciation (421,624 ) (341,904 ) Total $ 4,326,552 $ 4,406,272 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Loans payable [Abstract] | |
Schedule of Minimum Required Principal Payments | Minimum required principal payments towards the Company’s auto loans as of June 30, 2024 are as follows: Twelve months ended June 30, Repayment 2025 $ 35,240 2026 32,944 2027 26,172 Thereafter 3,285 Total $ 97,641 Twelve months ended June 30, Repayment 2025 $ 82,374 2026 85,380 2027 88,495 Thereafter 2,556,392 Total $ 2,812,641 Twelve months ended June 30, Repayment 2025 $ 166,879 2026 196,507 2027 231,396 Thereafter 2,612,991 Total $ 3,207,773 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Loan Receivable Related Parties | Loan receivable — related parties: As of As of December 31, Loan to Lakeshore Acquisition II Corp. $ - $ 460,000 Total loan receivable – related parties $ - $ 460,000 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Merger | Shares issued in connection with the Company’s Merger on March 11, 2024: Common Lakeshore’s shares outstanding prior to reverse recapitalization 2,241,500 Shares issued to private rights 35,150 Conversion of the Lakeshore’s public shares and rights 790,097 Shares issued to service providers 801,539 Bonus shares issued to in connection with Lakeshore loans * 66,000 Bonus shares issued to in connection with NMI loans * 100,000 Conversion of NMI’s shares into the Company’s ordinary shares 22,272,478 Total shares outstanding 26,306,764 |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Concentrations of Risk [Abstract] | |
Schedule of Major Customers | During the three and six months ended June 30, 2024 and during the three and six months ended June 30, 2023, the major customers of the Company are as below. Iluminar is a related party of the Company since April 11, 2023, as disclosed in Note 11— Related party transactions. For the For the As of Percentage of Percentage of Percentage of Customer A 39 % 24 % 49 % Customer C 15 % 11 % 15 % Iluminar 17 % 18 % 26 % For the For the As of Percentage of Percentage of Percentage of Customer C <10 % 15 % 13 % Customer G <10 % <10 % 31 % Customer H <10 % <10 % 12 % Customer I <10 % <10 % 10 % Iluminar <10 % <10 % 18 % Customer E <10 % 16 % <10 % Customer F 20 % <10 % <10 % |
Schedule of Major Vendors | During the three and six months ended June 30, 2024 and during the three and six months ended June 30, 2023, the major vendors of the Company are as below. For the For the As of Percentage of Percentage of Percentage of Megaphoton Inc. <10 % <10 % 53 % Uninet Global Inc. <10 % <10 % 23 % Vendor A 29 % 48 % <10 % Vendor E 57 % 38 % 11 % For the For the As of Percentage of Percentage of Percentage of Megaphoton 15 % 14 % 62 % Uninet Global Inc. <10 % <10 % 20 % Vendor A 68 % 55 % <10 % Vendor D <10 % 14 % <10 % |
Lease (Tables)
Lease (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Lease [Abstract] | |
Schedule of Lease Cost | For the For the June 30, June 30, June 30, June 30, Lease cost (Unaudited) (Unaudited) (Unaudited) (Unaudited) Operating lease cost (included in Cost of Revenue and Other Expense in the Company’s Statement of Operations) $ 105,112 $ 105,195 $ 168,245 $ 241,745 Other information Cash paid for amounts included in the measurement of lease liabilities 81,389 126,013 116,234 253,572 |
Schedule of Balance Sheet Information Related to Leases | The supplemental balance sheet information related to leases for the period is as follows: As of As of Operating leases Right of use asset 578,179 503,089 Lease Liability – current portion 460,311 359,459 Lease Liability – net of current portion 184,147 157,897 Total operating lease liabilities $ 644,458 $ 517,356 |
Schedule of Maturities of Lease Liabilities | Maturities of the Company’s lease liabilities are as follows: Twelve months ended June 30, Operating 2025 $ 486,748 2026 105,929 2027 90,470 Less: Imputed interest/present value discount (38,690 ) Present value of lease liabilities $ 644,458 |
Nature of Business and Organi_2
Nature of Business and Organization (Details) | May 07, 2024 shares | Aug. 18, 2022 CAD ($) | Jun. 01, 2022 shares | Jan. 10, 2022 USD ($) | Aug. 27, 2021 USD ($) | Jun. 30, 2024 USD ($) | Mar. 11, 2024 | Dec. 31, 2023 USD ($) | Aug. 27, 2022 USD ($) | Aug. 18, 2022 USD ($) |
Nature of Business and Organization [Line Items] | ||||||||||
Aggregate value (in Dollars) | $ 230,000,000 | |||||||||
Shares issued (in Shares) | shares | 150,000 | |||||||||
Equivalent (in Dollars) | $ 30,532 | $ 221,760 | $ 45,500 | |||||||
Payment cost (in Dollars) | $ 1,574,079 | |||||||||
Commercial loan fixed rate (in Dollars) | $ 3,000,000 | |||||||||
Fixed rate percentage | 3.79% | |||||||||
Upland purchased warehouse (in Dollars) | $ 4,395,230 | |||||||||
Original principal amount (in Dollars) | $ 1,574,079 | |||||||||
Visiontech Group, Inc [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Interest rate percentage | 4.90% | |||||||||
Nature’s Miracle, Inc [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Ownership, percentage | 84.70% | 100% | ||||||||
Merger Agreement [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Ownership, percentage | 100% | |||||||||
Visiontech Group, Inc [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Ownership, percentage | 56.30% | |||||||||
Nature’s Miracle, Inc [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Voting percentage | 50% | |||||||||
Visiontech [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Voting percentage | 100% | |||||||||
Hydroman [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Voting percentage | 100% | |||||||||
Photon Technology (Canada) Ltd [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Voting percentage | 100% | |||||||||
Total consideration (in Dollars) | $ 62,571 | |||||||||
Director [Member] | Nature’s Miracle, Inc [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Voting percentage | 84.70% | |||||||||
Common Stock [Member] | Hydroman [Member] | ||||||||||
Nature of Business and Organization [Line Items] | ||||||||||
Shares issued (in Shares) | shares | 6,844,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 6 Months Ended | ||||||||||
Aug. 13, 2024 | Jul. 25, 2024 | Jul. 16, 2024 | Jul. 03, 2024 | May 07, 2024 | Jun. 30, 2024 | Jul. 19, 2024 | Jul. 01, 2024 | Dec. 31, 2023 | Jul. 11, 2023 | ||
Going Concern [Line Items] | |||||||||||
Bank deposits | $ 31,000,000,000 | $ 200,000 | |||||||||
Working capital deficit | $ 13,000,000 | $ 7,400,000 | |||||||||
Aggregate principal amount | $ 125,000 | ||||||||||
Investment deposited into company account | $ 410,000 | $ 410,000 | |||||||||
Original issue discount | $ 27,500 | ||||||||||
Exercise price (in Dollars per share) | $ 9.2 | ||||||||||
Note terminated result of full payment of note | $ 212,400 | ||||||||||
Public offering units (in Shares) | 150,000 | ||||||||||
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | ||||||||
Aggregate gross proceeds | $ 1,200,000 | ||||||||||
Closing expenses | $ 660,000 | ||||||||||
Warrant [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 0.24 | $ 0.01 | |||||||||
July 2024 Warrant [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Purchase of warrants (in Shares) | 217,500 | ||||||||||
July 2024 Warrant Shares [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 0.87 | ||||||||||
Commitment Shares [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Commitment shares issued (in Shares) | 180,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Aggregate principal amount | $ 410,000 | ||||||||||
Interest rate | 12% | ||||||||||
Accumulated interest (in Dollars per share) | $ 0.442 | ||||||||||
Convertible note | $ 180,000 | ||||||||||
Original issue discount | $ 23,700 | ||||||||||
Exercise price (in Dollars per share) | $ 0.24 | $ 0.87 | |||||||||
Public offering units (in Shares) | 180,000 | ||||||||||
Aggregate gross proceeds | $ 1.2 | ||||||||||
Closing expenses | 8,000 | ||||||||||
Additional tranches | 1,000,000 | ||||||||||
Payable for installments | 20,350 | ||||||||||
Subsequent Event [Member] | Diagonal Lending LLC [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Aggregate principal amount | 181,700 | ||||||||||
Original issue discount | $ 23,700 | ||||||||||
EF Hutton LLC [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Public offering units (in Shares) | 5,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Private Placement [Member] | |||||||||||
Going Concern [Line Items] | |||||||||||
Convertible note | $ 180,000 | ||||||||||
[1]Giving retroactive effect to reverse recapitalization effected on March 11, 2024 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Federal Deposit Insurance | $ 250,000 | |
Percentage of investments c | 20% | |
Interest income | $ 44,239 | $ 78,385 |
Reportable segment | 1 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Straight-Line Method Over the Useful Lives | Jun. 30, 2024 |
Machinery and equipment [Member] | |
Schedule of Straight-Line Method Over the Useful Lives [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Computer and peripherals [Member] | |
Schedule of Straight-Line Method Over the Useful Lives [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Trucks And Automobiles [Member] | |
Schedule of Straight-Line Method Over the Useful Lives [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Buildings [Member] | |
Schedule of Straight-Line Method Over the Useful Lives [Line Items] | |
Property Plant And Equipment Useful Life | 39 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Disaggregate Revenue [Line Items] | ||||
Total revenues | $ 3,404,967 | $ 1,943,528 | $ 5,609,687 | $ 4,910,200 |
Grow light [Member] | ||||
Schedule of Disaggregate Revenue [Line Items] | ||||
Total revenues | 3,404,967 | 1,943,528 | 5,465,906 | 4,910,200 |
Indoor grow containers [Member] | ||||
Schedule of Disaggregate Revenue [Line Items] | ||||
Total revenues | $ 143,781 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Deferred Income and Contract Liabilities - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of Deferred Income and Contract Liabilities [Abstract] | ||
Beginning balance | $ 118,909 | $ 808,118 |
Prepayments from customers | 470,967 | 1,370,836 |
Recognized as revenues | (525,807) | (2,060,045) |
Ending balance | $ 64,069 | $ 118,909 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - Schedule of Carrying Amount of Assets and Liabilities - Variable Interest Entity, Primary Beneficiary [Member] | Jun. 30, 2024 USD ($) |
Schedule of Carrying Amount of Assets and Liabilities [Line Items] | |
Cash | $ 1,046 |
Prepaid expense | 1,800 |
Property and equipment, net | 4,180,504 |
Total assets | 4,183,350 |
Current portion of long-term debt | 82,374 |
Long-term debt, net of current portion | 2,730,266 |
Accrued expenses | 398 |
Intercompany payable to Visiontech | 1,367,078 |
Total liabilities | $ 4,180,116 |
Variable Interest Entity (Det_2
Variable Interest Entity (Details) - Schedule of Operating Results of VIE - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | ||
Schedule of Operating Results of VIE [Line Items] | |||
Revenue | $ 83,211 | [1] | $ 166,421 |
Selling, general and administrative | (27,840) | (82,450) | |
Interest expense | (25,414) | (51,034) | |
Income tax | (1,700) | ||
Net income | $ 29,957 | $ 31,237 | |
[1] Upland generated its revenue from leasing the warehouse to Visiontech. Revenue of Upland was fully eliminated on the unaudited condensed consolidated statements of operations. |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Mar. 11, 2024 | |
Reverse Recapitalization [Line Items] | ||
Warrants outstanding (in Shares) | 3,625,750 | |
Redeem public shares (in Shares) | 1,246,563 | |
Repayments of promissory note | $ 75,000 | |
Net liabilities | 1,600,000 | |
NMI [Member] | ||
Reverse Recapitalization [Line Items] | ||
NMI stockholders percentage | 84.70% | |
Contribution of funds held in trust account | 13,900,000 | |
Incurred transaction costs | 1,100,000 | |
Nature’s Miracle’s [Member] | ||
Reverse Recapitalization [Line Items] | ||
NMI stockholders percentage | 100% | |
Reverse recapitalization of proceeds | 1,100,000 | |
Lakeshore’s shares [Member] | ||
Reverse Recapitalization [Line Items] | ||
Incurred transaction costs | $ 1,000,000 | |
Public Warrants [Member] | ||
Reverse Recapitalization [Line Items] | ||
Warrants outstanding (in Shares) | 3,450,000 | |
Private Warrants [Member] | ||
Reverse Recapitalization [Line Items] | ||
Warrants outstanding (in Shares) | 175,750 | |
Nature’s Miracle’s [Member] | ||
Reverse Recapitalization [Line Items] | ||
Contribution of funds held in trust account | $ 15,100,000 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of Common Stock Issued and Outstanding Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2024 shares | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization [Line Items] | |
Reverse recapitalization | 26,306,764 |
Lakeshore’s shares [Member] | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization [Line Items] | |
Reverse recapitalization | 2,241,500 |
Shares Issued To Private Rights [Member] | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization [Line Items] | |
Reverse recapitalization | 35,150 |
Conversion of Lakeshore’s Public Shares and Rights [Member] | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization [Line Items] | |
Reverse recapitalization | 790,097 |
Shares Issued to Service Providers [Member] | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization [Line Items] | |
Reverse recapitalization | 801,539 |
Bonus Shares Issued To Investors [Member] | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization [Line Items] | |
Reverse recapitalization | 166,000 |
Conversion of NMI’s Shares [Member] | |
Schedule of Common Stock Issued and Outstanding Reverse Recapitalization [Line Items] | |
Reverse recapitalization | 22,272,478 |
Reverse Recapitalization (Det_3
Reverse Recapitalization (Details) - Schedule of Reverse Recapitalization - USD ($) | 6 Months Ended | ||
Mar. 11, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Reverse Recapitalization [Abstract] | |||
Funds held in Lakeshore’s trust account | $ 15,067,702 | ||
Funds held in Lakeshore’s operating cash account | 198 | ||
Less: amount paid to redeem public shares of Lakeshore’s ordinary shares | (13,947,723) | ||
Proceeds from the reverse recapitalization | 1,120,177 | ||
Less: payments of transaction costs incurred by Lakeshore | (1,044,980) | $ 1,044,980 | |
Less: repayments of promissory note – related party of Lakeshore’ | (75,000) | $ 75,000 | |
Less: notes assumed from Lakeshore | (555,000) | ||
Less: liability assumed from Lakeshore | (1,547,814) | ||
Less: transaction costs paid by NMI | (1,100,857) | ||
Add: receivable assumed from Lakeshore | 500,000 | ||
Net liabilities assumed from issuance of common stock upon the Merger, balance classified to retained deficit | $ (2,703,474) |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounts receivable, Net [Abstract] | ||||
Provision for credit losses | $ 14,176 | $ (23,401) | $ 24,391 | $ 789 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 2,737,042 | $ 1,906,222 |
Less: allowance for credit losses | (683,364) | (669,974) |
Subtotal accounts receivable, net | 2,053,678 | 1,236,248 |
Total accounts receivable, net | 2,771,513 | 1,541,917 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable - related parties | $ 717,835 | $ 305,669 |
Accounts Receivable, Net (Det_3
Accounts Receivable, Net (Details) - Schedule of Allowance for Credit Losses - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounts receivable, Net [Abstract] | ||
Beginning balance | $ 669,974 | $ 259,690 |
Addition | 24,391 | 907,021 |
Recovery/write-off | (11,001) | (496,737) |
Ending balance | $ 683,364 | $ 669,974 |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | |
Visiontech and CGGP, LLC (“CGGP”) [Member] | |||||
Loans Receivable [Line Items] | |||||
Amount of notes | $ 123,688 | ||||
Annual rate percentage | 7% | ||||
Iinstallment payments | $ 21,038 | ||||
Loans payable | $ 0 | $ 62,383 | |||
Visiontech and NewCo Vision, LLC (“NewCo”) [Member] | |||||
Loans Receivable [Line Items] | |||||
Amount of notes | $ 139,840 | ||||
Annual rate percentage | 7% | ||||
Iinstallment payments | $ 23,785 | ||||
Loans payable | $ 0 | $ 70,530 |
Cost Method Investment (Details
Cost Method Investment (Details) - Iluminar Lighting LLC [Member] | Apr. 11, 2023 USD ($) shares |
Cost Method Investment [Line Items] | |
Accounts receivable | $ | $ 1,000,000 |
Shares of illuminar | shares | 1,033,333 |
Shares outstanding percent | 10% |
Cost Method Investment (Detai_2
Cost Method Investment (Details) - Schedule of Cost Method Investment - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Cost Method Investment [Abstract] | ||
10% Investment of Iluminar | $ 1,000,000 | $ 1,000,000 |
Total | $ 1,000,000 | $ 1,000,000 |
Cost Method Investment (Detai_3
Cost Method Investment (Details) - Schedule of Cost Method Investment (Parentheticals) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Cost Method Investment [Abstract] | ||
Investment | 10% | 10% |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | ||||
Depreciation expense | $ 39,860 | $ 41,694 | $ 79,720 | $ 83,388 |
Property and equipment, net (_2
Property and equipment, net (Details) - Schedule of Property and Equipment, Net - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment, Net [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,748,176 | $ 4,748,176 |
Less: accumulated depreciation | (421,624) | (341,904) |
Property, Plant and Equipment, Net | 4,326,552 | 4,406,272 |
Trucks & Automobiles [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property, Plant and Equipment, Gross | 285,099 | 285,099 |
Machinery & Equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property, Plant and Equipment, Gross | 67,847 | 67,847 |
Building [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property, Plant and Equipment, Gross | 3,465,230 | 3,465,230 |
Land [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property, Plant and Equipment, Gross | $ 930,000 | $ 930,000 |
Loans Payable (Details)
Loans Payable (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 11, 2024 USD ($) | Sep. 11, 2024 USD ($) | Jun. 06, 2024 USD ($) | Jun. 06, 2024 AFN (؋) | May 02, 2024 USD ($) | Mar. 11, 2024 USD ($) | Oct. 30, 2023 USD ($) | Oct. 23, 2023 USD ($) | Jun. 14, 2023 USD ($) | Feb. 13, 2023 USD ($) | Nov. 18, 2022 USD ($) | Nov. 02, 2022 USD ($) | Oct. 31, 2022 USD ($) | Sep. 28, 2022 USD ($) | Sep. 21, 2022 USD ($) | Sep. 18, 2022 USD ($) | Sep. 01, 2022 USD ($) | Aug. 31, 2022 USD ($) | Jan. 10, 2022 USD ($) | Jun. 08, 2021 USD ($) | Feb. 27, 2021 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jul. 11, 2023 USD ($) | May 28, 2023 USD ($) | May 19, 2023 | Aug. 27, 2022 USD ($) | |
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 1,240,150 | |||||||||||||||||||||||||||||
Purchase price | 807,500 | $ 3,000,000 | ||||||||||||||||||||||||||||
Total fees | 42,500 | |||||||||||||||||||||||||||||
Principal of the loan | $ 73,752 | |||||||||||||||||||||||||||||
Pay a weekly installment | $ 15,056 | $ 41,000 | ||||||||||||||||||||||||||||
Outstanding balance | $ 737,375 | $ 409,443 | ||||||||||||||||||||||||||||
Principal amount | $ 125,000 | |||||||||||||||||||||||||||||
Annual interest rate | 8% | |||||||||||||||||||||||||||||
Total payments of loan | $ 75,000 | |||||||||||||||||||||||||||||
Principal amount | ؋ 288,750 | $ 100,000 | ||||||||||||||||||||||||||||
Weekly installment | $ 2,244.38 | |||||||||||||||||||||||||||||
Effective interest rate | 31.22% | 16.85% | 16.85% | 10.80% | ||||||||||||||||||||||||||
Gross policy premium and related fees | $ 4,812 | $ 35,508 | ||||||||||||||||||||||||||||
Financed cost | 4,461 | 26,387 | ||||||||||||||||||||||||||||
Monthly installments payable | $ 481 | $ 3,065 | $ 15,165 | $ 15,165 | $ 15,000 | |||||||||||||||||||||||||
Interest expenses short term loan | 304,302 | $ 5,364 | 428,215 | $ 381,814 | ||||||||||||||||||||||||||
Outstanding amount | 97,641 | 97,641 | 114,621 | |||||||||||||||||||||||||||
Purchase amount | $ 4,395,230 | |||||||||||||||||||||||||||||
Outstanding amount of building loan | 3,207,773 | |||||||||||||||||||||||||||||
Principal sum | $ 1,574,079 | |||||||||||||||||||||||||||||
Interest expenses long term | 159,385 | 28,870 | 320,304 | 56,594 | ||||||||||||||||||||||||||
Factor H [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 768,500 | |||||||||||||||||||||||||||||
Purchase price | 503,500 | |||||||||||||||||||||||||||||
Total fees | 26,500 | |||||||||||||||||||||||||||||
Weekly installment | 22,814.84 | |||||||||||||||||||||||||||||
Final payment | $ 38,500 | |||||||||||||||||||||||||||||
Effective interest rate | 85.36% | |||||||||||||||||||||||||||||
Principal of the loan | 70,125 | 70,125 | ||||||||||||||||||||||||||||
Loan balance | 175,315 | $ 175,315 | ||||||||||||||||||||||||||||
Merchants [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Effective interest rate | 93.05% | |||||||||||||||||||||||||||||
Seven Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Borrowed principal amount | 380,000 | $ 380,000 | ||||||||||||||||||||||||||||
Interest rate | 0% | |||||||||||||||||||||||||||||
Agile Capital Funding LLC [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Effective interest rate | 99.88% | |||||||||||||||||||||||||||||
Factor A [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Purchase price | $ 712,500 | |||||||||||||||||||||||||||||
Total fees | $ 37,500 | |||||||||||||||||||||||||||||
Effective interest rate | 105.19% | |||||||||||||||||||||||||||||
Principal of the loan | 181,461 | 326,233 | ||||||||||||||||||||||||||||
Weekly installment | $ 26,625 | |||||||||||||||||||||||||||||
Factor B [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 458,500 | |||||||||||||||||||||||||||||
Purchase price | 339,465 | |||||||||||||||||||||||||||||
Total fees | 10,500 | |||||||||||||||||||||||||||||
Principal of the loan | 178,874 | 262,157 | ||||||||||||||||||||||||||||
Weekly installment | $ 8,817.31 | |||||||||||||||||||||||||||||
Effective interest rate | 55.79% | |||||||||||||||||||||||||||||
Factor C [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 675,000 | |||||||||||||||||||||||||||||
Purchase price | 485,000 | |||||||||||||||||||||||||||||
Total fees | $ 15,000 | |||||||||||||||||||||||||||||
Effective interest rate | 106.56% | |||||||||||||||||||||||||||||
Principal of the loan | 247,619 | 367,632 | ||||||||||||||||||||||||||||
Weekly installment | $ 16,071 | |||||||||||||||||||||||||||||
Capital Management Institution D [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | 0 | 68,868 | ||||||||||||||||||||||||||||
Factor E [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 374,750 | |||||||||||||||||||||||||||||
Purchase price | 225,000 | |||||||||||||||||||||||||||||
Final payment | 25,000 | |||||||||||||||||||||||||||||
Principal of the loan | 129,673 | 188,441 | ||||||||||||||||||||||||||||
Weekly installment | $ 15,615 | |||||||||||||||||||||||||||||
Effective interest rate | 84.67% | |||||||||||||||||||||||||||||
Factor F [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 206,113 | |||||||||||||||||||||||||||||
Purchase price | 123,750 | |||||||||||||||||||||||||||||
Total fees | 13,750 | |||||||||||||||||||||||||||||
Principal of the loan | 75,112 | 110,977 | ||||||||||||||||||||||||||||
Weekly installment | $ 8,588 | |||||||||||||||||||||||||||||
Effective interest rate | 89.96% | |||||||||||||||||||||||||||||
Factor G [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 206,113 | |||||||||||||||||||||||||||||
Purchase price | 123,750 | |||||||||||||||||||||||||||||
Total fees | 13,750 | |||||||||||||||||||||||||||||
Principal of the loan | 69,112 | 110,977 | ||||||||||||||||||||||||||||
Weekly installment | $ 8,588 | |||||||||||||||||||||||||||||
Effective interest rate | 89.96% | |||||||||||||||||||||||||||||
WebBank [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | 57,696 | 76,064 | ||||||||||||||||||||||||||||
Long Term Debts Auto Loans [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Maturity date | Feb. 28, 2026 | |||||||||||||||||||||||||||||
Auto Loans [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | 8,541 | 8,130 | $ 16,980 | 16,168 | ||||||||||||||||||||||||||
Building Loan [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | 19,930 | 19,218 | $ 39,957 | 38,831 | ||||||||||||||||||||||||||
Secured business loan [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | $ 37,629 | 0 | 0 | |||||||||||||||||||||||||||
Outstanding amount of building loan | 3,281,526 | |||||||||||||||||||||||||||||
Principal sum | $ 3,700,000 | |||||||||||||||||||||||||||||
Business Loan [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Maturity date | Jul. 01, 2033 | |||||||||||||||||||||||||||||
Redone and Deyin Chen [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | $ 1,065,000 | |||||||||||||||||||||||||||||
Capital Management Institution D [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Accounts receivable | 100,000 | |||||||||||||||||||||||||||||
Purchase price | 149,000 | |||||||||||||||||||||||||||||
Total fees | $ 10,000 | |||||||||||||||||||||||||||||
Effective interest rate | 85.25% | |||||||||||||||||||||||||||||
Purchase percentage | 20% | |||||||||||||||||||||||||||||
Estimated daily payment amount | $ 1,490 | |||||||||||||||||||||||||||||
Nature’s Miracles [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Amount of loan percent | 10% | 10% | ||||||||||||||||||||||||||||
Vehicles [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Purchase price | $ 55,202 | |||||||||||||||||||||||||||||
Monthly installments payable | 1,014 | |||||||||||||||||||||||||||||
Purchase amount | $ 68,802 | |||||||||||||||||||||||||||||
Second Vehicle [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Purchase price | $ 73,814 | |||||||||||||||||||||||||||||
Monthly installments payable | 1,172 | |||||||||||||||||||||||||||||
Purchase amount | $ 86,114 | |||||||||||||||||||||||||||||
Third Vehicle [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Purchase price | $ 56,440 | |||||||||||||||||||||||||||||
Monthly installments payable | 1,107 | |||||||||||||||||||||||||||||
Purchase amount | $ 62,230 | |||||||||||||||||||||||||||||
Building [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Outstanding amount of building loan | $ 2,812,641 | 2,852,597 | ||||||||||||||||||||||||||||
Visiontech And Hydroman [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | $ 227,493 | 409,443 | ||||||||||||||||||||||||||||
Nature’s Miracles [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal amount | 1,405,000 | 1,405,000 | ||||||||||||||||||||||||||||
Redone and Deyin Chen (Bill) [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Effective interest rate | 8% | |||||||||||||||||||||||||||||
Loan balance | $ 430,000 | |||||||||||||||||||||||||||||
Principal amount | 50,000 | |||||||||||||||||||||||||||||
Periodic payment | $ 150,000 | |||||||||||||||||||||||||||||
Interest expenses | 7,595 | |||||||||||||||||||||||||||||
Agile Capital Funding LLC [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | $ 19,192 | 19,192 | ||||||||||||||||||||||||||||
Hydroman and ClassicPlan Premium Financing Inc [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | 11,965 | 14,922 | ||||||||||||||||||||||||||||
Hydroman and First Insurance Funding [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Principal of the loan | $ 4,393 | $ 4,812 | ||||||||||||||||||||||||||||
Independent Third Party [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Outstanding balance | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||
Borrowed principal amount | $ 100,000 | |||||||||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||||||||
Administrative Agent Fee [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Total fees | ؋ | ؋ 13,750 | |||||||||||||||||||||||||||||
Forecast [Member] | Redone and Deyin Chen (Bill) [Member] | ||||||||||||||||||||||||||||||
Loans Payable [Line Items] | ||||||||||||||||||||||||||||||
Periodic payment | $ 230,000 | $ 5,695 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Minimum Required Principal Payments | Jun. 30, 2024 USD ($) |
Auto Loans [Member] | |
Schedule of Minimum Required Principal Payments [Line Items] | |
2025 | $ 35,240 |
2026 | 32,944 |
2027 | 26,172 |
Thereafter | 3,285 |
Total | 97,641 |
Building Loan [Member] | |
Schedule of Minimum Required Principal Payments [Line Items] | |
2025 | 82,374 |
2026 | 85,380 |
2027 | 88,495 |
Thereafter | 2,556,392 |
Total | 2,812,641 |
Business Loan [Member] | |
Schedule of Minimum Required Principal Payments [Line Items] | |
2025 | 166,879 |
2026 | 196,507 |
2027 | 231,396 |
Thereafter | 2,612,991 |
Total | $ 3,207,773 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Feb. 15, 2024 | Oct. 11, 2023 | Sep. 04, 2023 | Jun. 16, 2023 | May 19, 2023 | Apr. 11, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 11, 2024 | Feb. 06, 2024 | Jan. 08, 2024 | Dec. 07, 2023 | Nov. 09, 2023 | Sep. 11, 2023 | Aug. 10, 2023 | Jul. 11, 2023 | Jul. 07, 2023 | Jun. 08, 2023 | Apr. 01, 2023 | Jan. 17, 2023 | Nov. 29, 2022 | Aug. 27, 2022 | Jan. 10, 2022 | |
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Accounts payable amount | $ 2,713,074 | $ 2,713,074 | $ 2,758,074 | |||||||||||||||||||||||||
Accounts receivable | 2,771,513 | 2,771,513 | 1,541,917 | |||||||||||||||||||||||||
(in Shares) | 1,033,333 | |||||||||||||||||||||||||||
Percentage of outstanding shares | 10% | |||||||||||||||||||||||||||
Sales revenue | 588,720 | $ 25,097 | 994,098 | $ 25,097 | ||||||||||||||||||||||||
Legal and audit fee | $ 345,000 | |||||||||||||||||||||||||||
Outstanding amount | 170,000 | 170,000 | ||||||||||||||||||||||||||
Principal amount | $ 1,574,079 | |||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Interest income for loan receivable | 0 | 2,052 | 0 | 2,425 | ||||||||||||||||||||||||
Accrued interest | 34,385 | 34,385 | 22,500 | |||||||||||||||||||||||||
Loan Interest | $ 3,000,000 | |||||||||||||||||||||||||||
Interest expense for short-term loan | 304,302 | 5,364 | 428,215 | 381,814 | ||||||||||||||||||||||||
Megaphoton [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Purchases | 137,974 | 0 | 230,390 | 0 | ||||||||||||||||||||||||
Iluminar Lighting LLC [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Purchases | 1,160 | 0 | 1,160 | 0 | ||||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Accounts receivable | 717,835 | 717,835 | 305,669 | |||||||||||||||||||||||||
Accrued interest expense from related parties | 97,344 | 63,141 | ||||||||||||||||||||||||||
Interest expense for short-term loan | 18,147 | $ 6,164 | 34,203 | $ 26,033 | ||||||||||||||||||||||||
Yang Wei [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Outstanding amount | 23,813 | 23,813 | ||||||||||||||||||||||||||
Business operating fee | $ 23,813 | |||||||||||||||||||||||||||
Zhiyi Zhang [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Outstanding amount | 1,000 | 1,000 | ||||||||||||||||||||||||||
Business operating fee | $ 557 | $ 1,000 | 27,944 | |||||||||||||||||||||||||
Paid off balance | $ 28,501 | 40,000 | ||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Loan amount | 60,000 | 60,000 | 60,000 | |||||||||||||||||||||||||
Accrued interest | 9,619 | 9,619 | 7,186 | |||||||||||||||||||||||||
Tie Li [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 610,000 | |||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Loan amount | 110,000 | 110,000 | 110,000 | |||||||||||||||||||||||||
Accrued interest | 110,000 | 110,000 | ||||||||||||||||||||||||||
Payments towards | $ 500,000 | |||||||||||||||||||||||||||
Loan extended | $ 110,000 | |||||||||||||||||||||||||||
Loan Interest | 13,200 | 13,200 | 8,800 | |||||||||||||||||||||||||
TieJamesLi [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 125,000 | |||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Accrued interest | 3,041 | 3,041 | ||||||||||||||||||||||||||
Nature's Miracle Holding Inc [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 318,270 | |||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Accrued interest | $ 37,099 | $ 37,099 | $ 24,276 | |||||||||||||||||||||||||
NMCayman [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 294,985 | |||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 40,000 | $ 160,000 | ||||||||||||||||||||||||||
Interest rate | 0% | 8% | ||||||||||||||||||||||||||
One Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 20,000 | $ 80,000 | ||||||||||||||||||||||||||
Interest rate | 0% | 0% | ||||||||||||||||||||||||||
Two Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 20,000 | $ 80,000 | ||||||||||||||||||||||||||
Interest rate | 0% | 0% | ||||||||||||||||||||||||||
Three Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 20,000 | $ 80,000 | ||||||||||||||||||||||||||
Interest rate | 0% | 0% | ||||||||||||||||||||||||||
Four Promissory Notes [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 80,000 | |||||||||||||||||||||||||||
Interest rate | 0% | |||||||||||||||||||||||||||
Five Promissory Note [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 80,000 | |||||||||||||||||||||||||||
Interest rate | 0% | |||||||||||||||||||||||||||
Iluminar Lighting LLC [Member] | ||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||
Accounts receivable | $ 1,000,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Loan Receivable Related Parties - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Loan to Lakeshore Acquisition II Corp [Member] | ||
Schedule of Loan Receivable Related Parties [Line Items] | ||
Loan receivable | $ 460,000 | |
Total loan receivable – related parties [Member | ||
Schedule of Loan Receivable Related Parties [Line Items] | ||
Loan receivable | $ 460,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes [Abstract] | ||||
Effective tax rate | 0% | 25.50% | (0.10%) | 19.20% |
Statutory tax rate | 21% |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||
Oct. 01, 2024 | May 07, 2024 | Apr. 02, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 25, 2024 | May 23, 2024 | Dec. 31, 2023 | Nov. 15, 2023 | ||
Equity [Line Items] | ||||||||||||
Common stock, shares authorized | [1] | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock par value per share (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Shares issued | [1] | 26,456,764 | 26,456,764 | 22,272,478 | ||||||||
Related party, description | (i) 50,000 shares to Tie (James) Li and 50,000 shares to Zhiyi (Jonathan) Zhang (or 100,000 shares in the aggregate) in connection with their guarantees of the repayment of the Newtek Loan, which was loaned to a subsidiary of NMI with the principal amount of $3,700,000; (ii) 12,500 shares to Tie (James) Li and 12,500 shares to Deyin (Bill) Chen (or 25,000 shares in the aggregate) in connection with their loans to Lakeshore, each with the principal amount of $125,000 under separate but similar loan agreements); At the Close of Merger, additional shares of 16,000 and 25,000 were issued to Tie (James) Li and Prosperity Spring International Investment Management in connection with their loans to Lakeshore | |||||||||||
Price per share (in Dollars per share) | $ 1 | |||||||||||
Shares value (in Dollars) | $ 1,000,000 | |||||||||||
Shares awarded | 100,000 | |||||||||||
Expenses (in Dollars) | $ 660,000 | |||||||||||
Compensation expenses (in Dollars) | $ 195,908 | 367,805 | ||||||||||
Fair value of shares (in Dollars) | $ 143,000 | $ 178,000 | $ 178,000 | |||||||||
Fair value per share (in Dollars per share) | $ 0.95 | $ 0.89 | $ 0.89 | |||||||||
Cash payment (in Dollars) | $ 14,000 | $ 266,925 | $ 533,929 | |||||||||
Shares to issue | 150,000 | |||||||||||
Warrants outstanding | 3,625,750 | 3,625,750 | ||||||||||
Exercise price per share (in Dollars per share) | $ 9.2 | $ 9.2 | ||||||||||
Sale price of ordinary share (in Dollars per share) | $ 18 | |||||||||||
Trading days | 20 | |||||||||||
Threshold consecutive trading days for redemption of warrants | 30 | |||||||||||
Redemption period | 30 days | |||||||||||
Consummation of business | 90 | |||||||||||
Market value rate | 115% | |||||||||||
Trigger price (in Dollars per share) | $ 18 | $ 18 | ||||||||||
Issued price rate | 180% | 180% | ||||||||||
Warrant [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Warrants outstanding | 3,625,750 | 3,625,750 | ||||||||||
Ordinary price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.24 | |||||||||
Public Warrants [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Warrants outstanding | 3,450,000 | 3,450,000 | ||||||||||
Private Warrants [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Warrants outstanding | 175,750 | 175,750 | ||||||||||
Common Stock [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares to issue | [2] | 4,034,286 | ||||||||||
Common stock share vested | 75,000 | |||||||||||
Incentive Plan 2024 [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Number of share rate | 10% | |||||||||||
Incentive plan | 5% | |||||||||||
Compensation expenses (in Dollars) | $ 1,100,000 | |||||||||||
Business Combination [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Ordinary price per share (in Dollars per share) | $ 9.2 | $ 9.2 | ||||||||||
MZHCI LLC [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares to issue | 150,000 | |||||||||||
George Yutuc [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Vest over time shares | 100,000 | |||||||||||
Kirk Collins [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Vest over time shares | 50,000 | |||||||||||
Amber Wang [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Vest over time shares | 50,000 | |||||||||||
Visiontech [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Equity interest | 60% | |||||||||||
Preferred Stock [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Capital stock | 110,000,000 | 110,000,000 | ||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||
Common stock par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||
Common Stock [Member] | Letter Agreement [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued | 125,000 | |||||||||||
Forecast [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Common stock share vested | 75,000 | |||||||||||
[1]Giving retroactive effect to reverse recapitalization effected on March 11, 2024[2]Giving retroactive effect to reverse recapitalization effected on March 11, 2024 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Merger - Common Stock [Member] | Mar. 11, 2024 shares | |
Schedule of Merger [Line Items] | ||
Lakeshore’s shares outstanding prior to reverse recapitalization | 2,241,500 | |
Shares issued to private rights | 35,150 | |
Conversion of the Lakeshore’s public shares and rights | 790,097 | |
Shares issued to service providers | 801,539 | |
Bonus shares issued to in connection with Lakeshore loans | 66,000 | [1] |
Bonus shares issued to in connection with NMI loans | 100,000 | [1] |
Conversion of NMI’s shares into the Company’s ordinary shares | 22,272,478 | |
Total shares outstanding | 26,306,764 | |
[1]In connection with the Merger, the Company, Lakeshore and NMI further entered into a Letter Agreement on November 15, 2023, a total of 125,000 shares of the Company’s common stock will be issued upon closing of the Merger in connection with certain transactions relating to the Merger: (i) 50,000 shares to Tie (James) Li and 50,000 shares to Zhiyi (Jonathan) Zhang (or 100,000 shares in the aggregate) in connection with their guarantees of the repayment of the Newtek Loan, which was loaned to a subsidiary of NMI with the principal amount of $3,700,000; (ii) 12,500 shares to Tie (James) Li and 12,500 shares to Deyin (Bill) Chen (or 25,000 shares in the aggregate) in connection with their loans to Lakeshore, each with the principal amount of $125,000 under separate but similar loan agreements); At the Close of Merger, additional shares of 16,000 and 25,000 were issued to Tie (James) Li and Prosperity Spring International Investment Management in connection with their loans to Lakeshore. |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Concentrations of Risk [Abstract] | ||
Cash deposited with financial institutions | $ 28,725 | $ 219,553 |
Concentration of Risk (Detail_2
Concentration of Risk (Details) - Schedule of Major Customers - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Customer A [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 39% | 24% | ||
Customer A [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 49% | |||
Customer C [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 15% | 10% | 11% | 15% |
Customer C [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 15% | 13% | ||
Iluminar [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 17% | 10% | 18% | 10% |
Iluminar [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 26% | 18% | ||
Customer G [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 10% | 10% | ||
Customer G [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 31% | |||
Customer H [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 10% | 10% | ||
Customer H [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 12% | |||
Customer I [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 10% | 10% | ||
Customer I [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 10% | |||
Customer E [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 10% | 16% | ||
Customer E [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 10% | |||
Customer F [Member] | Percentage of Revenue [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 20% | 10% | ||
Customer F [Member] | Percentage of Account Receivable [Member] | ||||
Schedule of Major Customers [Line Items] | ||||
Major Customers Risk Percentage | 10% |
Concentration of Risk (Detail_3
Concentration of Risk (Details) - Schedule of Major Vendors - Supplier Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Percentage of Purchase [Member] | Megaphoton [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 10% | 15% | 10% | 14% | |
Percentage of Purchase [Member] | Uninet Global Inc [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 10% | 10% | 10% | 10% | |
Percentage of Purchase [Member] | Vendor A [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 29% | 68% | 48% | 55% | |
Percentage of Purchase [Member] | Vendor E [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 57% | 38% | |||
Percentage of Purchase [Member] | Vendor D [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 10% | 14% | |||
Percentage of Account Payable [Member] | Megaphoton [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 53% | 62% | |||
Percentage of Account Payable [Member] | Uninet Global Inc [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 23% | 20% | |||
Percentage of Account Payable [Member] | Vendor A [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 10% | 10% | |||
Percentage of Account Payable [Member] | Vendor E [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 11% | ||||
Percentage of Account Payable [Member] | Vendor D [Member] | |||||
Schedule of Major Vendor [Line Items] | |||||
Major Vendors Percentage | 10% |
Lease (Details)
Lease (Details) | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
May 15, 2021 USD ($) | Jun. 30, 2024 USD ($) | Apr. 30, 2027 USD ($) | Apr. 30, 2026 USD ($) | Jun. 15, 2025 USD ($) | May 15, 2025 USD ($) | Apr. 30, 2025 USD ($) | Jun. 15, 2024 USD ($) | May 31, 2024 USD ($) | May 15, 2024 USD ($) | Feb. 29, 2024 USD ($) | Jun. 15, 2023 USD ($) | May 31, 2023 USD ($) | May 15, 2023 USD ($) | Feb. 28, 2023 USD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2023 USD ($) | May 28, 2023 USD ($) | Feb. 13, 2023 USD ($) | Sep. 21, 2022 USD ($) | Sep. 18, 2022 USD ($) | Sep. 01, 2022 USD ($) | Sep. 01, 2022 CAD ($) | Apr. 14, 2021 | Jan. 28, 2021 | |
Lease [Line Items] | ||||||||||||||||||||||||||
Operating lease right-of-use assets | $ 578,179 | $ 503,089 | ||||||||||||||||||||||||
Operating lease liabilities | $ 644,458 | $ 517,356 | ||||||||||||||||||||||||
Lease payments | $ 29,960 | $ 3,863 | ||||||||||||||||||||||||
Description of lease term | June 16, 2022 to June 15, 2025 | |||||||||||||||||||||||||
Sublease payments | $ 2,885 | |||||||||||||||||||||||||
Monthly payment | $ 1,550 | |||||||||||||||||||||||||
First installment amount | $ 15,165 | $ 15,000 | $ 481 | $ 3,065 | ||||||||||||||||||||||
Lease term | 1 year 9 months 29 days | 1 year 5 months 12 days | ||||||||||||||||||||||||
Weighted-average lease percentage | 6.80% | 6.81% | ||||||||||||||||||||||||
Lease Agreements [Member] | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Operating lease right-of-use assets | $ 578,179 | $ 503,089 | ||||||||||||||||||||||||
Operating lease liabilities | $ 644,458 | $ 517,356 | ||||||||||||||||||||||||
Lease payments | $ 3,751 | |||||||||||||||||||||||||
Photon Technology Ltd [Member] | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Monthly payment | $ 2,690 | $ 3,500 | ||||||||||||||||||||||||
Nature’s Miracle [Member] | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Monthly payment | $ 2,333 | |||||||||||||||||||||||||
McLovin’s Pet Food Inc. [Member] | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Lease payments | $ 29,088 | |||||||||||||||||||||||||
Description of sublease term | May 16, 2021 to May 15, 2022 | |||||||||||||||||||||||||
TEXAS | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Description of lease term | February 1, 2021 to February 29, 2024 | |||||||||||||||||||||||||
Lease payments | $ 7,100 | $ 6,920 | $ 6,750 | |||||||||||||||||||||||
PENNSYLVANIA | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Lease payments | $ 6,609 | $ 6,452 | $ 6,300 | |||||||||||||||||||||||
Description of lease term | May 1, 2021 to April 30, 2024 | |||||||||||||||||||||||||
CALIFORNIA | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Description of lease term | May 16, 2021 to May 15, 2022 | |||||||||||||||||||||||||
Lease payments | $ 22,375 | |||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Lease payments | $ 9,047 | $ 8,784 | $ 30,859 | $ 8,528 | ||||||||||||||||||||||
Forecast [Member] | McLovin’s Pet Food Inc. [Member] | Lease Agreements [Member] | ||||||||||||||||||||||||||
Lease [Line Items] | ||||||||||||||||||||||||||
Lease payments | $ 3,979 |
Lease (Details) - Schedule of L
Lease (Details) - Schedule of Lease Cost - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Lease Cost [Abstract] | ||||
Operating lease cost (included in Cost of Revenue and Other Expense in the Company’s Statement of Operations) | $ 105,112 | $ 105,195 | $ 168,245 | $ 241,745 |
Cash paid for amounts included in the measurement of lease liabilities | $ 81,389 | $ 126,013 | $ 116,234 | $ 253,572 |
Lease (Details) - Schedule of B
Lease (Details) - Schedule of Balance Sheet Information Related to Leases - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Balance Sheet Information Related to Leases [Abstract] | ||
Right of use asset | $ 578,179 | $ 503,089 |
Lease Liability – current portion | 460,311 | 359,459 |
Lease Liability – net of current portion | 184,147 | 157,897 |
Total operating lease liabilities | $ 644,458 | $ 517,356 |
Lease (Details) - Schedule of M
Lease (Details) - Schedule of Maturities of Lease Liabilities - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Maturities of Lease Liabilities [Abstract] | ||
2025 | $ 486,748 | |
2026 | 105,929 | |
2027 | 90,470 | |
Less: Imputed interest/present value discount | (38,690) | |
Present value of lease liabilities | $ 644,458 | $ 517,356 |
Contingencies (Details)
Contingencies (Details) - USD ($) | May 23, 2024 | Apr. 26, 2024 | Aug. 22, 2023 |
Contingencies [Line Items] | |||
Guarantee agreement | $ 6,857,167 | ||
Minimum requirement | $ 15,000,000 | ||
Minimum market value | $ 50,000,000 | ||
Price per share (in Dollars per share) | $ 1 | ||
Common Stock [Member] | |||
Contingencies [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | ||||||||||
Aug. 13, 2024 | Jul. 25, 2024 | Jul. 16, 2024 | Jul. 03, 2024 | May 07, 2024 | Jun. 30, 2024 | Jul. 01, 2024 | Mar. 11, 2024 | Dec. 31, 2023 | Sep. 17, 2023 | Jul. 11, 2023 | |
Subsequent Events [Line Items] | |||||||||||
Investor investment | $ 1,000,000 | $ 1,000,000 | |||||||||
Investment rate | 8% | ||||||||||
Deposited bank account | $ 410,000 | $ 410,000 | |||||||||
Warrant purchase (in Shares) | 3,625,750 | ||||||||||
Exercise price (in Dollars per share) | $ 9.2 | ||||||||||
Public offering units (in Shares) | 150,000 | ||||||||||
Aggregate gross proceeds | $ 1,200,000 | ||||||||||
Fully vest shares of common stock (in Shares) | 100,013 | ||||||||||
Aggregate principal amount | $ 125,000 | ||||||||||
Original issue discount | $ 27,500 | ||||||||||
Closing expenses | $ 660,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Investor investment | $ 410,000 | ||||||||||
Investment rate | 12% | ||||||||||
Accumulated interest (in Dollars per share) | $ 0.442 | ||||||||||
Convertible notes payable | 180,000 | ||||||||||
Original issue discount | $ 27,500 | ||||||||||
Warrant purchase (in Shares) | 217,500 | ||||||||||
Exercise price (in Dollars per share) | $ 0.24 | $ 0.87 | |||||||||
Public offering units (in Shares) | 180,000 | ||||||||||
Accrued interest and other fees | $ 212,400 | ||||||||||
Aggregate gross proceeds | $ 1.2 | ||||||||||
Aggregate principal amount | $ 410,000 | ||||||||||
Original issue discount | $ 23,700 | ||||||||||
Closing expenses | 8,000 | ||||||||||
Additional tranches | 1,000,000 | ||||||||||
Installment amount | 20,350 | ||||||||||
Subsequent Event [Member] | August 2024 Diagonal Lending LLC [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Aggregate principal amount | $ 181,700 | ||||||||||
Public Offering [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Public offering units (in Shares) | 5,000,000 |