10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 333-169397

Tengjun Biotechnology Corp.

(Exact name of small business issuer as specified in its charter)

Nevada	27-3042462
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

East Jinze Road and South Huimin Road, Food Industry Economic and Technology Development District,
Jianxiang County, Jining City, Shandong Province, China 

(Address of principal executive offices and zip code)

(86) 0537-8711599

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of the Registrant’s common stock, $0.001 par value per share, outstanding as of August 9, 2022, was 90,309,169.

TABLE OF CONTENTS

		Page No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
Signatures		26

i

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS  

TENGJUN BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	6,759,713		$	285,568
Advance to suppliers		488,060			564,846
Inventories, net		1,262,623			3,084,157
Prepaid taxes		-			688,272
Due from related party		1,493			-
Prepaid expenses and other receivable		18,320			5,688
Total Current Assets		8,530,209			4,628,531
Property and equipment, net		485,477			675,556
Construction in progress		8,506,821			8,726,299
Total Assets	$	17,522,507		$	14,030,386
Liabilities and Deficit
Current Liabilities
Accounts payable	$	1,222,328		$	263,891
Advances from customers		13,437			14,123
Due to related parties		14,055,113			15,531,258
Accrued liabilities and other payables		7,522,206			506,844
Total Current Liabilities		22,813,084			16,316,116
Total Liabilities		22,813,084			16,316,116
Deficit
Preferred stock, $.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $.001 par value; 200,000,000 shares authorized;  65,309,169 and 65,309,169 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		65,309			65,309
Additional paid-in capital		1,099,599			1,099,599
Accumulated deficit		(6,228,711	)		(3,187,804	)
Accumulated other comprehensive loss		13,135			(168,535	)
Total stockholders’ deficit		(5,050,668	)		(2,191,431	)
Noncontrolling interests		(239,909	)		(94,299	)
Total Deficit		(5,290,577	)		(2,285,730	)
Total Liabilities and Deficit	$	17,522,507		$	14,030,386

The accompanying notes are an integral part of these consolidated financial statements

1

TENGJUN BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Sales revenue, net	$	51,290,462		$	-		$	55,574,576		$	-
Cost of goods sold		3,438,949			-			3,809,013			-
Gross profit		47,851,513			-			51,765,563			-
Selling and marketing expenses		51,072,254			13,419			54,430,227			16,878
General and administrative expenses		268,934			206,001			499,273			363,668
Total operating expenses		51,341,188			219,420			54,929,500			380,546
Loss from operations		(3,489,675	)		(219,420	)		(3,163,937	)		(380,546	)
Interest income (expense)		7,397			(4	)		7,421			(4,977	)
Other income (expense), net		(74	)		(2,657	)		(74	)		(2,657	)
Loss before provision for income taxes		(3,482,352	)		(222,081	)		(3,156,590	)		(388,180	)
Provision for income taxes		(53,366	)		-			39,589			-
Net loss		(3,428,986	)		(222,081	)		(3,196,179	)		(388,180	)
Net loss attributable to noncontrolling interests		(169,256	)		-			(155,272	)		-
Net loss attributable to Tengjun stockholders		(3,259,730	)		(222,081	)		(3,040,907	)		(388,180	)
Net loss		(3,428,986	)		(222,081	)		(3,196,179	)		(388,180	)
Other comprehensive income (loss):
Foreign currency translation adjustment		200,770			(19,893	)		191,332			(13,296	)
Comprehensive loss		(3,228,216	)		(241,974	)		(3,004,847	)		(401,476	)
Comprehensive loss attributable to noncontrolling interests		(159,117	)		-			(145,610	)		-
Comprehensive loss attributable to Tengjun stockholders	$	(3,069,099	)	$	(241,974	)	$	(2,859,237	)	$	(401,476	)
Net Loss Per Common Share:
Net loss per common share - basic and diluted	$	(0.05	)	$	(0.01	)	$	(0.05	)	$	(0.02	)
Weighted average shares outstanding:
Basic and diluted		65,309,169			19,285,714			65,309,169			19,285,714

The accompanying notes are an integral part of these consolidated financial statements.

2

TENGJUN BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

(UNAUDITED)

										Accumulated
					Additional					Other
	Common Stock				Paid-in		Accumulated			Comprehensive			Noncontrolling			Total
	Shares		Amount		Capital		Deficit			Loss			Interests			Deficit
Balance at December 31, 2021		65,309,169	$	65,309	$	1,099,599	$	(3,187,804	)	$	(168,535	)	$	(94,299	)	$	(2,285,730	)
Net loss		-		-		-		218,823			-			13,984			232,807
Foreign currency translation		-		-		-					(8,961	)		(477	)		(9,438	)
Balance at March 31, 2022		65,309,169		65,309		1,099,599		(2,968,981	)		(177,496	)		(80,792	)		(2,062,361	)
Net loss		-		-		-		(3,259,730	)		-			(169,256	)		(3,428,986	)
Foreign currency translation		-		-		-					190,631			10,139			200,770
Balance at June 30, 2022		65,309,169	$	65,309	$	1,099,599	$	(6,228,711	)	$	13,135		$	(239,909	)	$	(5,290,577	)

										Accumulated
					Additional					Other
	Common Stock				Paid-in		Accumulated			Comprehensive			Noncontrolling		Total
	Shares		Amount		Capital		Deficit			Loss			Interests		Deficit
Balance at December 31, 2020		19,285,714	$	19,286	$	1,549,018	$	(2,605,211	)	$	(141,208	)	$	-	$	(1,178,115	)
Net loss		-		-		-		(166,099	)		-			-		(166,099	)
Foreign currency translation		-		-		-		-			6,597			-		6,597
Balance at March 31, 2021		19,285,714		19,286		1,549,018		(2,771,310	)		(134,611	)		-		(1,337,617	)
Net loss		-		-		-		(222,081	)		-			-		(222,081	)
Foreign currency translation		-		-		-		-			(19,893	)		-		(19,893	)
Balance at June 30, 2021		19,285,714	$	19,286	$	1,549,018	$	(2,993,391	)	$	(154,504	)	$	-	$	(1,579,591	)

The accompanying notes are an integral part of these consolidated financial statements.

3

TENGJUN BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,196,179	)	$	(388,180	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		163,941			155,348
Changes in net assets and liabilities:
Inventories		1,728,160			-
Prepaid taxes		676,958			(15,839	)
Prepaid expenses and other assets		(12,867	)		-
Advance to suppliers		51,004			(112,678	)
Accounts payable		1,004,045			11,400
Taxes payable		7,373,656			(695	)
Accrued liabilities and other payable		(96,868	)		208,677
Net cash provided by (used in) operating activities		7,691,850			(141,967	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(4,967	)		(36,724	)
Payment for construction in progress		(207,908	)		(234,607	)
Net cash used in investing activities		(212,875	)		(271,331	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of short-term bank loan		-			(463,666	)
Repayment of short-term loan from third parties		-			(463,666	)
(Repayment of) proceeds from loans from related parties		(776,804	)		1,520,714
Net cash (used in) provided by financing activities		(776,804	)		593,382
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS		(228,026	)		445
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		6,474,145			180,529
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		285,568			6,238
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	6,759,713		$	186,767
SUPPLEMENTAL DISCLOSURES:
Income tax paid	$	-		$	-
Interest paid	$	-		$	4,977

The accompanying notes are an integral part of these consolidated financial statements.

4

TENGJUN BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

Tengjun Biotechnology Corp. (formerly known as China Herb Group Holdings Corporation, the “Company”) was incorporated under the name “Island Radio, Inc.” under the laws of the State of Nevada on June 28, 2010. On December 9, 2019, the Company changed its corporate name to Tengjun Biotechnology Corp. (“Tengjun”).

Tengjunxiang Biotechnology Ltd. (“Tengjunxiang”) is a holding company incorporated in the Cayman Islands on July 19, 2021. On August 5, 2021, Tengjunxiang formed a wholly-owned subsidiary, Tengjunxiang Biotechnology HK Limited (“Tengjunxiang HK”), under the laws of Hong Kong. Shandong Minfu Biology Science and Technology Co., Ltd. (“Shandong Minfu”) is a company incorporated under the laws of the People’s Republic of China (the “PRC”) on August 29, 2021. Tengjunxiang HK owns all of the equity interests in Shandong Minfu, a wholly-foreign owned entity formed (“WFOE”) under the laws of PRC. 

Shandong Tengjunxiang Biotechnology Co., Ltd (“Shandong Tengjunxiang”) was incorporated under the laws of PRC on June 27, 2014. Jinxiang County Kanglong Water Purification Equipment Co., Ltd (“Jinxiang Kanglong”), a wholly-owned subsidiary of Shandong Tengjunxiang, was formed under the laws of the PRC on January 6, 2015. Shangdong Tengjunxiang and Jinxiang Kanglong have been under common control. Shandong Tengjunxiang and its subsidiary, Jinxiang Kanglong are primarily engaged in processing, packaging, distribution and sale of dandelion teas, and producing and sale of water purifiers in China, and plans to increase its tea processing and water purifier production lines, and expand its sales channels in the next one to two years.

On December 15, 2021, all shareholders and the Board of Shandong Tengjunxiang agreed to increase its registered capital to RMB 100 million, of which RMB 94.95 million shall be contributed by Shandong Minfu and the remaining RMB 5.05 million shall be contributed by fourteen other shareholders. On December 16, 2021, Tengjunxiang completed its restructuring transaction (the “Restructuring Transaction”). As a result of the Restructuring Transaction, Tengjunxiang, through its subsidiaries, directly owns 94.95% of the ownership of Shandong Tengjunxiang and therefore became the controlling shareholder of Shandong Tengjunxiang.

All of the entities of the Restructuring Transaction are under common control of Mr. Xianchang Ma, the controlling shareholder of Tengjunxiang, before and after the Restructuring Transaction, which results in the consolidation of Tengjunxiang and its subsidiaries and has been accounted for as a reorganization of entities under common control at carrying value and for accounting purpose, the reorganization was accounted for as a recapitalization. The consolidated financial statements are prepared on the basis as if the Restructuring Transaction became effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

On December 23, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tenjunxiang, and eleven shareholders of Tengjunxiang (the “Selling Shareholders”). The Selling Shareholders collectively owned 100% of all issued and outstanding shares of Tengjunxiang (the “Tengjunxiang Shares”).  Pursuant to the Share Exchange Agreement, the Selling Shareholders jointly agreed to sell or transfer to the Company one hundred percent (100%) of the Tengjunxiang Shares in exchange for a total of 19,285,714 shares of the Company’s common stock. As a result of such exchange (the “Stock Exchange”), Tengjunxiang has become a wholly-owned subsidiary of the Company and the Selling Shareholders collectively have received 19,285,714 shares of the Company’s common stock, representing approximately 29.53% of the then issued and outstanding shares of the Company’s common stock.

In connection with the acquisition of Tengjunxiang pursuant to the Share Exchange Agreement, the Company with its subsidiaries commenced its business operations in processing, packaging, distribution and sale of dandelion teas, producing and sale of water purifiers in China through Tengjunxiang and its subsidiaries in the People’s Republic of China. The acquisition of Tengjunxiang is treated as a reverse acquisition (the “Reverse Acquisition”).

5

COVID-19

A novel strain of coronavirus, or COVID-19, was first identified in China in December 2019, and subsequently declared a pandemic on March 11, 2020 by the World Health Organization. As a result of the COVID-19 pandemic, all travels had been severely curtailed to protect the health of the Company’s employees and comply with local government guidelines. The COVID-19 pandemic has had an adverse effect on the Company’s business. Although China has already begun to recover from the outbreak of COVID-19 and the Company’s business has gone back to normal, the epidemic continues to spread on a global scale and there is a risk of the epidemic returning to China in the future, thereby causing further business interruption. The full impact of the pandemic on the Company’s business, operations and financial results depends on various factors that continue to evolve, which the Company may not be able to accurately predict for now.

NOTE 2. GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the Company’s accompanying consolidated financial statements, the Company had an accumulated deficit of $6,228,711 and working capital deficit of $14,282,875 as of June 30, 2022, and has just started to generate revenues since the last quarter. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs.

If the Company is unable to successfully commence its business operations in a short period of time, or unable to raise additional capital or secure additional lending, the Company may need to curtail or cease its operations. The Company believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to obtain such resources for the Company include obtaining capital from the sale of its equity, and short-term and long-term borrowings from banks, stockholders or other related parties. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of consolidation

The consolidated financial statements include the financial statements of Tengjun Biotechnology Corp., Tengjunxiang and its 100% owned subsidiaries, Tengjunxiang HK and WOFE, and its 94.95% owned subsidiaries, Shandong Tengjunxiang and Jinxiang Kanglong. All inter-company transactions and balances are eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

6

Reclassification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Advance to suppliers

The Company makes advances to certain vendors for construction and purchase of equipment. The Company had advance to suppliers of $488,060 and $564,846 as of June 30, 2022 and December 31, 2021, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of June 30, 2022 and December 31, 2021.

Inventories

The Company’s inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories mainly consist of raw materials, goods in process, and finished goods. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. No reserve for inventory was established as of June 30, 2022 and December 31, 2021.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

	Estimated Useful Life
Buildings and improvements	3-5 years
Machinery and equipment	3-10 years
Office furniture and equipment	3 years
Vehicles	5 years

Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences.

Construction in Progress

Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the six months ended June 30, 2022 and 2021. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of June 30, 2022 and December 31, 2021 was $8,506,821 and $8,726,299, respectively.

Impairment of Long-lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment for the six months ended June 30, 2022 and 2021 based on management’s evaluation. 

7

Value added tax (“VAT”)

All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales and services. The Company’s subsidiaries in the PRC are subject to VAT at rates ranged from 0% to 17% on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the products purchased by them. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Receivable balance, prepaid VAT, will be presented on the balance sheets when input VAT is larger than the output VAT.

Advances from customers

Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. When all revenue recognition criteria are met, the advances from customers are recognized as revenue.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model:

● identify arrangements with customers;

● identify performance obligations;

● determine transaction price;

● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and

● recognize revenue as performance obligations are satisfied.

The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. During the three and six months ended June 30, 2022, the Company also engaged in the sale of certain nutritional products and water treatment accessories. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers.

Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed.

Cost of goods sold

Cost of goods sold consists primarily of cost of goods purchased, direct raw material cost, direct labor cost, and cost of manufacturing overheads including the depreciation of production equipment.

Selling and marketing expenses

Selling and marketing expenses primarily consist of advertising costs, agency fees, costs for promotional materials, and commission costs made to sales force.

Advertising expenses are charged to the consolidated statements of operations and comprehensive loss in the period incurred. The amounts of advertising expenses incurred were $2,927 and $13,187 for the three months ended June 30, 2022 and 2021, respectively. The amounts of advertising expenses incurred were $4,154 and $16,646 for the six months ended June 30, 2022 and 2021, respectively.

Commission expense primarily consists of commission costs made to independent sales force. The amount of commission expense incurred were $51,069,327 and $0 for the three months ended June 30, 2022 and 2021, respectively. The amount of commission expense incurred were $54,426,073 and $0 for the six months ended June 30, 2022 and 2021, respectively.

8

General and administrative expenses

General and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs.

Concentration of Credit Risk

The operations of the Company are primarily  in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy.

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts.

The Company generated total revenue of $51,290,462 and $55,574,576 during the three and six months ended June 30, 2022, respectively. No customer accounted for over 10% of total revenue during the three and six months ended June 30, 2022.

During the three months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.

Supplier	Net purchase for the three months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

During the six months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.

Supplier	Net purchase for the six months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

No supplier accounted for over 10% of total purchase during the three and six months ended June 30, 2021.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

9

Related parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

Foreign Currency Translation

The Company uses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi (“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Fair Values of Financial Instruments

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable 

Level 3 – inputs that are unobservable

The Company’s financial instruments primarily consist of cash and cash equivalents, advances to suppliers, prepaid expenses, other receivable, accounts payable, accrued expenses, other payables, and related party borrowings. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

Lease

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

10

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The adoption of ASC 842 had no material impact on the Company’s consolidated balance sheets, results of operations or cash flows. In addition, the adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit). Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

The Company manages its business as two operating segments, dandelion teas and water purifier, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC.

The following table shows the Company’s operations by business segment for the three and six months ended June 30, 2022 and 2021:

	For the						For the
	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
Net revenue
Dandelion teas	$	51,444,665		$	-		$	54,908,343		$	-
Water purifier		(154,203	)		-			666,233			-
Total revenues, net	$	51,290,462		$	-		$	55,574,576		$	-
Cost of goods sold
Dandelion teas	$	3,456,644		$	-		$	3,730,491		$	-
Water purifier		(17,695	)		-			78,522			-
Total cost of goods sold	$	3,438,949		$	-		$	3,809,013		$	-
Gross profit
Dandelion teas	$	47,988,021		$	-		$	51,177,852		$	-
Water purifier		(136,508	)		-			587,711			-
Gross profit	$	47,851,513		$	-		$	51,765,563		$	-
Operating expenses
Dandelion teas	$	51,407,716		$	202,106		$	54,378,525		$	343,376
Water purifier		(143,925	)		17,314			429,482			37,170
Total operating expenses	$	51,263,791		$	219,420		$	54,808,007		$	380,546
Loss from operations
Dandelion teas	$	(3,419,695	)	$	(202,106	)	$	(3,200,673	)	$	(343,376	)
Water purifier		7,417			(17,314	)		158,229			(37,170	)
Loss from operations	$	(3,412,278	)	$	(219,420	)	$	(3,042,444	)	$	(380,546	)

11

	As of June 30,		As of December 31,
Segment assets	2022		2021
Dandelion teas	$	16,627,202	$	12,817,675
Water purifier		851,208		958,530
Total assets	$	17,478,410	$	13,776,205

Income (Loss) per Share Calculation 

Basic net income (loss) per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per shares is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.

NOTE 4. INVENTORIES, NET

Inventories consisted of the following:

	June 30,		December 31,
	2022		2021
Raw materials	$	283,095	$	300,918
Work in process		347,837		300,711
Finished goods		631,691		2,482,528
		1,262,623		3,084,157
Less: allowance for obsolete inventories		-		-
Inventories, net	$	1,262,623	$	3,084,157

12

NOTE 5. PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment consisted of the following:

	June 30,			December 31,
	2022			2021
Buildings	$	15,005		$	15,771
Machinery and equipment		639,867			675,878
Office equipment		140,698			144,072
Vehicles		837,169			879,016
		1,632,739			1,714,737
Less: Accumulated depreciation		(1,147,262	)		(1,039,181	)
Property and equipment, net	$	485,477		$	675,556

Depreciation expense for the three months ended June 30, 2022 and 2021 were $79,830 and $78,210, respectively. Depreciation expense for the six months ended June 30, 2022 and 2021 were $163,941 and $155,348, respectively.

NOTE 6. PREPAID TAXES

Prepaid taxes as of June 30 2022 and December 31, 2021, primarily consist of prepaid VAT in the amount of $0 and $688,272, respectively, which can be used to offset VAT payable when the Company incurs sales.

NOTE 7. SHORT-TERM LOAN

On March 17, 2020, Shandong Tengjunxiang and China Construction Bank entered into a one-year bank loan agreement in an amount of RMB 3,000,000, equivalent to $459,770. The term started March 17, 2020 with the maturity date on March 17, 2021. The loan balance bore an interest rate of 4.025% per annum. The Company repaid the loan together with the accrued interest in full on March 17, 2021.

During the three months ended June 30, 2022 and 2021, the Company recorded interest expense of $0. During the six months ended June 30, 2022 and 2021, the Company recorded interest expense of $0 and $4,973, respectively.

NOTE 8. ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consisted of the following at June 30, 2022 and December 31, 2021:

	June 30, 2022		December 31, 2021
Accrued local taxes	$	7,189,385	$	59,719
Advance from employees		7,464		45,787
Payable for construction and improvements		139,807		150,102
Payable for machinery and equipment		95,866		58,327
Accrued payroll		18,836		10,220
Accrued professional fees		14,000		42,000
Other		56,848		140,689
Total	$	7,522,206	$	506,844

NOTE 9. INCOME TAX

United States

The Company was incorporated in the United States of America and is subject to United States federal taxation. The U.S. Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%.

13

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

Tengjunxiang HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

PRC

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose an unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. The Company had recorded income tax provision of $39,589 and $0 for the six months ended June 30, 2022 and 2021.

Provision for income tax expense (benefit) consists of the following:

	For the Six Months Ended June 30,
	2022		2021
Current
USA	$	-	$	-
China		39,589		-
Deferred
USA		-		-
China		-		-
Total provision for income tax expense (benefit)	$	39,589	$	-

The following is a reconciliation of the statutory tax rate to the effective tax rate:

	For the Six Months Ended
	June 30,
	2022			2021
U.S. federal statutory income tax (benefit)		(21.0	)%		(21.0	)%
Foreign tax rate differential		(3.8	)%		(4.0	)%
Change in valuation allowances		26.1	%		25.0	%
Effective income tax rate		1.3	%		-	%

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent that the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

14

As of June 30, 2022 and December 31, 2021, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized and have a 100% valuation allowance associated with its deferred tax assets. 

NOTE 10. RELATED PARTY TRANSACTIONS AND BALANCES

The related party of the company with whom transactions are reported in these financial statements are as follows:

Name of Individual	Relationship with the Company
Xianchang Ma	Major shareholder, CEO, director of the Company
Liuhong Liu	Beneficial owner of the Company’s common stock
Pan Shi	Beneficial owner of the Company’s common stock
Jin Tian	Beneficial owner of the Company’s common stock
Qiuping Lu	Shareholder, former director and CEO

Due from related party:

	June 30,		December 31,
	2022		2021
Pan Shi		1,493		-
	$	1,493	$	-

Due to related parties:

	June 30,		December 31,
	2022		2021
Xianchang Ma	$	13,996,198	$	15,193,647
Qiuping Lu		58,531		328,869
Liuhong Liu		-		5,619
Pan Shi		319		3,055
Jin Tian		65		68
	$	14,055,113	$	15,531,258

Due to related parties represent advances from its related parties for the Company’s payment for construction, purchase of equipment, and daily operating expenses. The balances are unsecured, non-interest bearing, and payable on demand.

NOTE 11. LEASE

The Company leased a facility under an operating lease arrangement. The lease has initial lease term of 2 years. The lease agreement expired in August 2021.

The following provides details of the Company’s lease expenses:

	Three Months Ended June 30,
	2022		2021
Operating lease expenses	$	-	$	1,239

15

	Six Months Ended June 30,
	2022		2021
Operating lease expenses	$	-	$	2,473

Other information related to leases is presented below:

	Six Months Ended June 30,
	2022			2021
Cash Paid For Amounts Included In Measurement of Liabilities:
Operating cash flows from operating leases	$	-		$	2,473
Weighted Average Remaining Lease Term:
Operating leases		-			0.17 years
Weighted Average Discount Rate:
Operating leases		-	%		4.75	%

NOTE 12. EQUITY

Preferred Stock

The total number of preferred shares authorized that may be issued by the Company is 5,000,000 shares with a par value of $0.001 per share.

As of June 30, 2022 and December 31, 2021, the Company had no shares of its preferred stock issued and outstanding.

Common Stock

The total number of common shares authorized that may be issued by the Company is 70,000,000 shares with a par value of $0.001 per share. On March 30, 2022, the board of directors of the Company adopted a resolution to increase its authorized capital from 70,000,000 to 200,000,000 shares of its common stock by amending and restating the Company’s articles of incorporation.

Common Stock Issued for Reverse Merger

On December 23, 2021, the Company issued 19,285,714 shares of Company’s common stock to eleven Selling Shareholders pursuant to the Share Exchange Agreement with Tenjunxiang (see Note 1).

NOTE 13. SUBSEQUENT EVENTS

In July 2022, the Company sold an aggregate of 25,000,000 shares of its common stock at a price of $0.10 per share, to nine investors pursuant to the stock purchase agreements dated.

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of June 30, 2022 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and notes thereto included in Item 1 of this part. This report, including the information incorporated by reference, contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The use of any of the words “believe,” “expect,” “anticipate,” “plan,” “estimate,” and similar expressions are intended to identify such statements. Forward-looking statements include statements concerning our possible or assumed future results. The actual results that we achieve may differ materially from those discussed in such forward-looking statements due to the risks and uncertainties described in the Risk Factors section of this report, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in other sections of this report, as well as in our annual report on Form 10-K. We undertake no obligation to update any forward-looking statements.

Overview

Corporate History and Structure

We were incorporated on June 28, 2010 in the State of Nevada under the name “Island Radio, Inc.” and changed our name to “China Herb Group Holdings Corporation” effective July 17, 2012. On December 9, 2019, the Company changed its corporate name to “Tengjun Biotechnology Corp.”

On June 27, 2012, Eric R. Boyer and Nina Edstrom (collectively, the “Sellers”), who were then the major shareholders of the Company, entered into a Share Purchase Agreement with Chin Yung Kong, Qiuping Lu and Fumin Feng (collectively, the “Purchasers”), pursuant to which the Sellers sold to the Purchasers an aggregate 4,000,000 shares of the common stock of the Company, which represented approximately 93% of the then total issued and outstanding stock of the Company, for a total purchase price of $159,970 (the “Change in Control”). As result of this share purchase transaction, Chin Yung Kong, Qiuping Lu and Fumin Feng became the controlling shareholders of the Company.

Acquisitions/Business Combinations

On December 23, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tengjunxiang Biotechnology Ltd. (the “Target”), a Cayman Islands corporation, and the Target’s eleven shareholders (the “Selling Shareholders”): Min Xing Biotechnolgy Ltd, Pastoral Technology Co., Ltd., Shu Zhilin Trading Co., Ltd., Teng Rui Xiang Bio-Tech Ltd., Aihua Trading Co., Ltd, Rock Climbing Technology, Langtaosha Trading Co., Ltd., Min Cheng Biotechnology Ltd, Kangfan Technology Co., Ltd., Chaorong Technology Co., Ltd., and Shengrui Biotechnology Co., Ltd. In accordance with the Share Exchange Agreement, on December 23, 2021, the Selling Shareholders collectively sold and transferred 500,000,000 ordinary shares of the Target, constituting one hundred percent (100%) of the issued and outstanding share capital of the Target, to the Company in exchange for 19,285,714 shares of Company’s common stock, par value $0.001 per share (the “Tengjun Shares”), at an agreed price of $0.19 per share of the Company’s common stock (the “Common Stock”) for a total valuation of $3,675,000 of the Target.

In connection with the acquisition of the Target pursuant to the Share Exchange Agreement, the Company is entering into the Chinese tea and water purifier business through its newly acquired subsidiary the Target Company, which owns four corporate entities: (i) Tengjunxiang Biotechnology HK Limited (“Tengjun HK”), a company formed in Hong Kong and wholly owned by the Target, (ii) Shandong Minfu Biotechnology Co., Ltd. (“WFOE”), a wholly foreign owned entity formed under the laws of China and wholly owned by Tengjun HK, (iii) Shandong Tengjunxiang Biotechnology Co., Ltd. (“Shangdong Tengjunxiang”), a company formed under the laws of China and 94.95% owned by WFOE, and (iv) Jinxiang County Kanglong Water Purification Equipment Co. Ltd. (“Kanglong”), a company formed under the laws of China and wholly-owned subsidiary of Shandong Tengjunxiang. The parties to this Agreement closed the transaction contemplated therein on December 23, 2021.

The Target was incorporated on July 19, 2021 under the laws of the Cayman Islands. The authorized capital stock of the Target is 500,000,000 ordinary shares, all of which were issued and outstanding prior to the closing of the Acquisition. Shangdong Tengjunxiang, our operating company, was formed on June 27, 2014, under the laws of China. Promptly after the Closing, the Target shall update the shareholder registration of the Target to effect the Share Exchange Agreement. The Share Exchange Agreement was signed and agreed by and among all of the shareholders and/or beneficial owners of the Target, the Target and the Company.

As a result of the consummation of the Acquisition on December 23, 2021 as discussed above, the Target became a wholly-owned subsidiary of the Company and the business of the Target became the business of the Company.

17

The diagram below illustrates our corporate structure following the Acquisition:

 

We had limited operations and generated limited revenues from our business operations before the quarter ended June 30, 2022. Our independent registered public accounting firm has issued a going concern opinion for the year ended December 31, 2021. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Accordingly, we may have to raise additional cash from various sources, including operations, controlling shareholders’ investments and debt and equity financing from third party investors.

Results of Operations

Results of Operations – Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021.

The following table sets forth information from our statements of comprehensive income for the three months ended June 30, 2022 and 2021:

	Three Months Ended
	June 30,						Change
	2022			2021			(Amount)			(Percent)
Sales revenue	$	51,290,462		$	-		$	51,290,462			*	%
Cost of Goods Sold		(3,438,949	)		-			(3,438,949	)		*	%
Gross Profit		47,851,513			-			47,851,513			*	%
Operating Expenses		(51,341,188	)		(219,420	)		(51,121,768	)		23,299	%
Operating Income (Loss)		(3,489,675	)		(219,420	)		(3,270,255	)		1,490	%
Interest Income (Expense)		7,397			(4	)		7,401			(185,025	)%
Other Income (Expense)		(74	)		(2,657	)		2,583			(97	)%
Income Tax Provision (Benefit)		(53,366	)		-			(53,366	)		*	%
Net Income (Loss)		(3,428,986	)		(222,081	)		(3,206,905	)		1,444	%
Comprehensive Income (loss)	$	(3,228,216	)	$	(241,974	)	$	(2,986,242	)		1,234	%

18

Revenues 

We generated $51,290,462 and $0 in revenues for the three months ended June 30, 2022 and 2021, respectively. The Company did not generate any revenue during the three months ended June 30, 2021 due to the impact of COVID-19.

During the three months ended June 30, 2022, sales of dandelion teas, certain nutritional products, and water treatment accessories generated $51,444,665 in revenue, constituting approximately 100% of the total revenue for that quarter, and sales of water purifiers generated negative revenue of $154,203 due to sales returns, representing approximately 0% of the total revenue for such quarter.

The following is the sales breakdown by segment during the three months ended June 30, 2022 and 2021:

	For the three months ended
	June 30,
	2022					2021
Dandelion teas	$	51,444,665		100	%	$	-	-%
Water purifier		(154,203	)	(0	)%		-	-%
Total	$	51,290,462		100	%	$	-	-%

Cost of Goods Sold 

Our cost of goods sold was $3,438,949 and $0 for the three months ended June 30, 2022 and 2021, respectively. During the three months ended June 30, 2022, cost of sales of dandelion teas, certain nutritional products, and water treatment accessories was $3,456,644, constituting approximately 101% of the total cost of goods sold, and cost of sales of water purifiers was $(17,695), representing approximately negative 1% of the total cost of goods sold due to the cost adjustment in connection with the sales returns. The Company did not incur any cost in the three months ended June 30, 2021 because there were no sales during the second quarter of 2021. 

The following is the cost of goods sold breakdown by segment during the three months ended June 30, 2022 and 2021:

	For the three months ended
	June 30,
	2022					2021
Dandelion teas	$	3,456,644		101	%	$	-	-	%
Water purifier		(17,695	)	(1	)%		-	-	%
Total	$	3,438,949		100	%	$	-	-	%

Gross Margin

Our gross margin was $47,851,513 and $0 for the three months ended June 30, 2022 and 2021, respectively. The gross profit as a percentage of net revenue for the Dandelion teas was 100% for the three months ended June 30, 2022. The gross profit as a percentage of net revenue for water purifiers was approximately 0% for the three months ended June 30, 2022. 

The following table presents gross margin by segment for three months ended June 30, 2022 and 2021: 

	For the three months ended
	June 30,
	2022					2021
Dandelion teas	$	47,988,021		100	%	$	-	-	%
Water purifier		(136,508	)	(0	)%		-	-	%
Total	$	47,851,513		100	%	$	-	-	%

Selling and Marketing Expenses

Our selling and marketing expenses primarily consist of sales commission, advertising and product promotion expenses.

Our selling and marketing expenses were $51,072,254 for the three months ended June 30, 2022 as compared to $13,419 for the three months ended June 30, 2021. Our total selling and marketing expenses increased by $51,058,835 or 380,497% during the three months ended June 30, 2022, compared to the same period in 2021. Such increase in selling and marketing expenses was mainly due to the significant increase in sales commission.

19

General and administrative expenses

Our general and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs.

The general and administrative expenses was $268,934 for the three months ended June 30, 2022 as compared to $206,001 for the three months ended June 30, 2021. Our general and administrative expenses increased by $62,933 or 31% during the three months ended June 30, 2022, compared to the same period in 2021. Such increase in general and administrative expenses was mainly due to the increase in legal, accounting, printing, and stock transfer agent fees that were associated with the Company’s merger and acquisition activities and SEC filings.

Interest income (expense)

Interest income (expense) was $7,397 for the three months ended June 30, 2022 as compared to $(4) for the three months ended June 30, 2021. Our total interest income increased by $7,401 or 185,025% during the three months ended June 30, 2022, compared to the same period in 2021. The increase in interest income was primarily due to the interest earned from the Company’s bank savings accounts.

 Net Income (Loss) 

Our net loss was $3,428,986 for the three months ended June 30, 2022 as compared to net loss of $222,081 for the three months ended June 30, 2021, increased by $3,206,905 or 1,444 % as a result of the above factors.

Foreign Currency Translation Loss

We had $200,770 in foreign currency translation gain during the three months ended June 30, 2022 as compared to $(19,893) in foreign currency translation loss during the three months ended June 30, 2021, reflecting a change of $220,663 or 1,109%. Such increase in foreign currency translation gain was primarily caused by the currency exchange rate fluctuation.

Results of Operations – Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021.

The following table sets forth information from our statements of comprehensive income for the six months ended June 30, 2022 and 2021:

	Six Months Ended
	June 30,						Change
	2022			2021			(Amount)			(Percent)
Sales revenue	$	55,574,576		$	-		$	55,574,576			*	%
Cost of Goods Sold		(3,809,013	)		-			(3,809,013	)		*	%
Gross Profit		51,765,563			-			51,765,563			*	%
Operating Expenses		(54,929,500	)		(380,546	)		(54,548,954	)		14,334	%
Operating Income (Loss)		(3,163,937	)		(380,546	)		(2,783,391	)		731	%
Interest Income (Expense)		7,421			(4,977	)		12,398			(249	)%
Other Income (Expense)		(74	)		(2,657	)		2,583			(97	)%
Income Tax Provision		39,589			-			39,589			*	%
Net Income (Loss)		(3,196,179	)		(388,180	)		(2,807,999	)		723	%
Comprehensive Income (loss)	$	(3,004,847	)	$	(401,476	)	$	(2,603,371	)		648	%

Revenue

We generated $55,574,576 and $0 in revenues for the six months ended June 30, 2022 and 2021, respectively. The Company did not generate any revenue during the six months ended June 30, 2021 due to the impact of COVID-19.

During the six months ended June 30, 2022, sales of dandelion teas, certain nutritional products, and water treatment accessories generated $54,908,343 in revenue, constituting approximately 99% of the total revenue for that period, and sales of water purifiers generated $666,233 in revenue, representing approximately 1% of the total revenue for such period. 

The following is the sales breakdown by segment during the six months ended June 30, 2022 and 2021:

	For the six months ended
	June 30,
	2022				2021
Dandelion teas	$	54,908,343	99	%	$	-	-%
Water purifier		666,233	1	%		-	-%
Total	$	55,574,576	100	%	$	-	-%

20

Cost of Goods Sold 

Our cost of goods sold was $3,809,013 and $0 for the six months ended June 30, 2022 and 2021, respectively. During the six months ended June 30, 2022, cost of sales of dandelion teas, certain nutritional products, and water treatment accessories was $3,730,491, constituting approximately 98% of the total cost of goods sold, and cost of sales of water purifiers was $78,522, representing approximately 2% of the total cost of goods sold. The Company did not incur any cost in the six months ended June 30, 2021 because there were no sales during the same period of 2021.

The following is the cost of goods sold breakdown by segment during the six months ended June 30, 2022 and 2021:

	For the six months ended
	June 30,
	2022				2021
Dandelion teas	$	3,730,491	98	%	$	-	-	%
Water purifier		78,522	2	%		-	-	%
Total	$	3,809,013	100	%	$	-	-	%

Gross Margin

Our gross margin was $51,765,563 and $0 for the six months ended June 30, 2022 and 2021, respectively. The gross profit as a percentage of net revenue for the Dandelion teas was 99% for the six months ended June 30, 2022. The gross profit as a percentage of net revenue for water purifiers was approximately 1% for the six months ended June 30, 2022. 

The following table presents gross margin by segment for six months ended June 30, 2022 and 2021:

	For the six months ended
	June 30,
	2022				2021
Dandelion teas	$	51,177,852	99	%	$	-	-	%
Water purifier		587,711	1	%		-	-	%
Total	$	51,765,563	100	%	$	-	-	%

Selling and Marketing Expenses

Our selling and marketing expenses primarily consist of sales commission, advertising and product promotion expenses.

Our selling and marketing expenses were $54,430,227 for the six months ended June 30, 2022 as compared to $16,878 for the six months ended June 30, 2021. Our total selling and marketing expenses increased by $54,413,349 or 322,392% during the six months ended June 30, 2022, compared to the same period in 2021. Such increase in selling and marketing expenses was mainly due to the significant increase in sales commission.

General and administrative expenses

Our general and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs.

The general and administrative expenses was $499,273 for the six months ended June 30, 2022 as compared to $363,668 for the six months ended June 30, 2021. Our general and administrative expenses increased by $135,605 or 37% during the six months ended June 30, 2022, compared to the same period in 2021. Such increase in general and administrative expenses was mainly due to the increase in legal, accounting, printing, and stock transfer agent fees that were associated with the Company’s merger and acquisition activities and SEC filings.

Interest income (expense)

Interest income (expense) was $7,421 for the six months ended June 30, 2022 as compared to $(4,977) for the six months ended June 30, 2021, representing an increase from interest expense to interest income by $12,398, or 249% during the six months ended June 30, 2022, compared to the same period in 2021, primarily due to the repayment of a short-term bank loan on March 17, 2021 and the interest earned from Company’s bank savings accounts.

21

Net Income (Loss) 

Our net loss was $3,196,179 for the six months ended June 30, 2022 as compared to net loss of $388,180 for the six months ended June 30, 2021, increased by $2,807,999 or 723 % as a result of the above factors.

Foreign Currency Translation Loss

We had $191,332 in foreign currency translation gain during the six months ended June 30, 2022 as compared to $(13,296) in foreign currency translation loss during the six months ended June 30, 2021, reflecting a change of $204,628 or 1,539%. Such increase in foreign currency translation gain was primarily caused by the currency exchange rate fluctuation.

Liquidity and Capital Resources

Working Capital

	June 30,			December 31,			Change
	2022			2021			(Amount)			(Percent)
Current Assets	$	8,530,209		$	4,628,531			3,901,678			84	%
Current Liabilities	$	22,813,084		$	16,316,116			6,496,968			40	%
Working Capital (deficit)	$	(14,282,875	)	$	(11,687,585	)		(2,595,290	)		22	%

Our working capital deficit was $14,282,875 as of June 30, 2022 as compared to $11,687,585 as of December 31, 2021, an increase of $2,595,290 or 22%. The increase in working capital deficiency is primarily due to the increase in the liabilities related to our operating activities during the six months ended June 30, 2022.

Cash Flow from Operating Activities

Our net cash provided by operating activities were $7,691,850 for the six months ended June 30, 2022 as compared to $141,967 of net cash used in operating activities for the six months ended June 30, 2021, reflecting an increase of $7,833,817 or 5518%. The increase was primarily due to the decrease in inventories, prepaid taxes, and increase in accounts payable and taxes payable during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

Cash Flow from Investing Activities

Our net cash used in investing activities was $212,875 for the six months ended June 30, 2022 as compared to that of $271,331 for the six months ended June 30, 2021, reflecting a decrease of $58,456 or 22%. The decrease in net cash used in investing activities was primarily due to the decrease in payment for construction in progress and acquisition of equipment during the six months ended June 30, 2022 as compared to those items in the six months ended June 30, 2021. 

Cash Flow from Financing Activities

Our net cash used in financing activities were $776,804 for the six months ended June 30, 2022 as compared to $593,382 of net cash provided by financing activities for the six months ended June 30, 2021, representing a decrease of $1,370,186 or 231%. The decrease was primarily due to the decreased cash inflow from loans from related parties during the six months ended June 30, 2022.

Off-Balance Sheet Arrangements

As of June 30, 2022, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

22

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) of the United States, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Inventories

Our inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories consist of raw materials, goods in process, and finished goods. We review our inventories regularly for possible obsolete goods and establishes reserves when determined necessary. As of June 30, 2022 and December 31, 2021, the allowance for obsolete inventories was $0 and $0, respectively.

Construction in Progress

Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the three months ended June 30, 2022 and 2021. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of June 30, 2022 and December 31, 2021 was $8,506,821 and $8,726,299, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model:

● identify arrangements with customers;

● identify performance obligations;

● determine transaction price;

● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and

● recognize revenue as performance obligations are satisfied.

The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. During the three and six months ended June 30, 2022, the Company also engaged in the sale of certain nutritional products and water treatment accessories. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers.

Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed.

Related parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

Recent Accounting Pronouncements

See Note 3 to our unaudited consolidated financial statements for the three and six months ending June 30, 2022 and 2021. 

23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our chief (principal) executive officer and chief (principal) accounting officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be presented or detected on a timely basis.

Based on management’s assessment, we have concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective in timely alerting management to the material information relating to us required to be included in our annual and interim filings with the SEC.

Our chief executive officer and principal financial officer have concluded that our disclosure controls and procedures had the following material weaknesses:

● We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our 2021 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties;

● We lack sufficient resources to perform the internal audit function and does not have an Audit Committee;

● Documentation of all proper accounting procedures is not yet complete; and

● We have no formal control process related to the identification and approval of related party transactions.

These weaknesses were identified in our Annual Report on Form 10-K for the year ended December 31, 2021. These weaknesses have existed since our inception on June 28, 2010 and, as of June 30, 2022, have not been remediated.

To the extent reasonably possible given our limited financial and personnel resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:

● Consider the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;

● Hire additional qualified financial personnel, including a Chief Financial Officer, on a full-time basis;

● Expand our board of directors to include additional independent individuals willing to perform directorial functions; and

● Increase our workforce in preparation for commencing revenue producing operations.

Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants.

Changes in Controls and Procedures

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

24

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

ITEM 1A. RISK FACTORS

Not applicable for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 7, 2022, the Company and nine non-U.S. investors entered into the securities purchase agreements (the “Securities Purchase Agreements”), pursuant to which the Company issued and sold an aggregate of 25,000,000 shares of its common stock (the “Private Offering”), par value $0.001 per share, at a price of $0.10 per share, to such nine investors. The shares of common stock were sold to such non-U.S. investors in reliance upon the exemption pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”) and Regulation S promulgated under the Act. The Company did not engage any placement agent with respect to the Private Offering. As of July 31, 2022, the Company received the gross proceeds of $2,500,000 as a result of the Private Offering.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the entire Agreement, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference. 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description
10.1	Form of Securities Purchase Agreement dated July 7, 2022
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1**	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	INLINE XBRL INSTANCE DOCUMENT
101.SCH*	INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL*	INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF*	INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB*	INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE*	INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed along with this document
**	The certification attached as Exhibit 32.1 accompanying this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tengjun Biotechnology Corp.
Date: August 15, 2022	By:	/s/ Xianchang Ma
	Name:	Xianchang Ma
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial and Accounting Officer)

26

EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July ______, 2022 by and among Tengjun Biotechnology Corp., a Nevada company (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation S”) as promulgated under the Securities Act;

WHEREAS, the Company is offering (the “Offering”) up to 20,000,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), at a price of $0.10 per share to the Purchasers listed in Exhibit B, each of whom severally but not jointly enters into this Agreement and makes representations and warranties hereunder;

WHEREAS, each Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose of investment;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE I

Purchase and Sale of the Shares

Section 1.1 Purchase Price and Closing.

(a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase for $0.10 per share payable in the legal currency of the United States or China based on the currency exchange ratio set forth on the signature page, such number of shares of common stock (each a “Share” and collectively the “Shares”) for an aggregate price of listed on the signature page hereto (the “Purchase Price”).

(b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Sichenzia Ross Ference LLP, on the date of the occurrence of completion of and receipt by the Company of the Purchase Price (the “Closing Date”).

(c) Subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to the Purchaser (i) a statement report issued by its transfer agent or stock certificate(s) evidencing such number of Shares issued to the Purchaser, and (ii) any other documents required to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information contained in Exhibit C to this Agreement.

(d) The Company may conduct the Closing on a rolling basis and the Offering shall commence from July 15, 2022 and terminate on August 15, 2022 unless the Company extends such offering period at its sole discretion.

ARTICLE II

Representations and Warranties

Section 2.1 Representations and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself, its Subsidiaries (the “Subsidiaries”), as of the date hereof (except as set forth on the Schedule of Exceptions attached hereto with each numbered Schedule corresponding to the section number herein), as follows:

(a) Organization, Good Standing and Power. The Company is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

(b) Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(c) Issuance of Shares. The Shares to be issued at the Closing shall have been duly authorized by all necessary corporate action and when paid for and issued in accordance with the terms hereof, shall be validly issued, fully paid and non-assessable.

(d) Commission Documents. Except as set forth in Schedule 2.1 (e), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) within the past two (2) years, including filings incorporated by reference therein (the “Commission Documents”). The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than the transactions contemplated by this Agreement. At the time of the respective filings, each Commission Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents.

2

(e) No Integration. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 2.2, neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any securities or solicited any offers to buy any securities, under circumstances that would cause this Offering of the Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any trading market on which any of the securities of the Company are listed or designated.

Section 2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following representations and warranties to the Company as of the date hereof:

(a) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(b) Status of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the representations and warranties to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.

(c) Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to the Purchaser in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

(d) Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

3

(e) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(f) General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(g) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the transaction documents (including this Agreement, all exhibits and schedules thereto) and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

ARTICLE III

OTHER AGREEMENTS OF THE PARTIES

Section 3.1 Transfer Restrictions.

(a) The Shares may only be disposed of in compliance with state and federal securities laws.

(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1, of a legend on any of the Shares in form substantially the same as the following:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

4

(c) The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.

(d) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend the applicable Shares as set forth in this Section 3.1 is predicated upon the Company’s reliance upon this understanding.

ARTICLE IV

Miscellaneous

Section 4.1 Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

Section 4.2 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought.

5

Section 4.3 Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:

If to the Company:

Tengjun Biotechnology Corp.

Address: East Jinze Road and South Huimin Road, Food Industry Economic and Technology

Development District,Jinxiang County, Jining City, Shandong Province, China

Attn: Xianchang Ma (Chief Executive Officer)

Email: 1123133788@qq.com

with copies (which shall not constitute notice) to:

Sichenzia Ross Ference LLP

Address: 1185 Avenue of the Americas, 31^st Floor

Attn: Huan Lou, Esq.

Email: hlou@SRF.law

If to Purchaser:

The address listed on Exhibit B.

Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.

Section 4.4 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

Section 4.5 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser, as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or substantially all of its Shares in a private transaction without the prior written consent of the Company or the other Purchaser, after notice duly given by such Purchaser to the Company provided, that no such assignment or obligation shall affect the obligations of such Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6

Section 4.6 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

Section 4.7 Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder for a period of three (3) years following the Closing Date.

Section 4.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

Section 4.9 Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Section 4.10 Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement.

Section 4.11 Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.

Section 4.12 Language. The Agreement is in both English and Chinese, which both have binding effects. If there is any conflict between the English and Chinese language, English language prevails.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

[Signature Page of the Company]

7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

The Company:
Tengjun Biotechnology Corp.
By:
Name:	Xianchang Ma
Title:	Chief Executive Officer

[Signature Page of the Purchaser]

8

IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of the date first above written.

The Purchaser:

By:

Name:

Number of Shares Purchase:

Total Purchase Price: ($)  

Purchase Price Per Share: $0.10

Currency exchange ratio used for the purposes of this Agreement: 1 USD= 6.80 RMB

Address and Contacts of Purchaser:

Telephone:

Email:

9

EXHIBIT A

NON U.S. PERSON REPRESENTATIONS

The Purchaser indicating that it is not a U.S. person, severally and not jointly, further represents and warrants to the Company as follows:

1. At the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity, of the Shares, such person or entity was outside the United States.

2. Such person or entity is acquiring the Shares for such Shareholder’s own account, for investment and not for distribution or resale to others and is not purchasing the Shares for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.

3. Such person or entity will make all subsequent offers and sales of the Shares either (x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Shares to any U.S. person or within the United States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “Distribution Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities Act.

4. Such person or entity has no present plan or intention to sell the Shares in the United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Shares and is not acting as a Distributor of such securities.

5. Neither such person or entity, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Shares at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities Act.

6. Such person or entity consents to the placement of a legend on any certificate or other document evidencing the Shares.

7. Such person or entity is not acquiring the Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.

8. Such person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such person’s or entity’s interests in connection with the transactions contemplated by this Agreement.

9. Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Shares.

10

10. Such person or entity understands the various risks of an investment in the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares.

11. Such person or entity has had access to the Company’s publicly filed reports with the SEC and has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Company that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate the risks of investing in the Shares.

12.	Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms and conditions of the issuance of the Shares.
13.	Such person or entity is not relying on any representations and warranties concerning the Company made by the Company or any officer, employee or agent of the Company, other than those contained in this Agreement.

14. Such person or entity will not sell or otherwise transfer the Shares unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available.

15. Such person or entity represents that the address furnished on its signature page to this Agreement is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.

16. Such person or entity understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Company that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.

11

EXHIBIT B

LIST OF PURCHASERS

No.	Shares	Name	Address (in China)
1
2
	Total:

12

EXHIBIT C

Wire instruction

13

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Xianchang Ma, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tengjun Biotechnology Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2022
By:	/s/ Xianchang Ma
Name:	Xianchang Ma
Title:	Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

In connection with the quarterly report of Tengjun Biotechnology Corp. (the “Company”) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Xianchang Ma, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: August 15, 2022
By:	/s/ Xianchang Ma
Name:	Xianchang Ma
Title:	Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

This certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 09, 2022
Document Information Line Items
Entity Registrant Name	Tengjun Biotechnology Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		90,309,169
Amendment Flag	false
Entity Central Index Key	0001499785
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-169397
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	27-3042462
Entity Address, Address Line One	East Jinze Road and South Huimin Road
Entity Address, Address Line Two	Food Industry Economic and Technology Development District
Entity Address, Address Line Three	Jianxiang County
Entity Address, City or Town	Jining City
Entity Address, State or Province	NC
Entity Address, Country	CN
City Area Code	(86)
Local Phone Number	0537-8711599
Entity Interactive Data Current	Yes
Entity Address, Postal Zip Code	00000

XML

Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 6,759,713	$ 285,568
Advance to suppliers	488,060	564,846
Inventories, net	1,262,623	3,084,157
Prepaid taxes		688,272
Due from related party	1,493
Prepaid expenses and other receivable	18,320	5,688
Total Current Assets	8,530,209	4,628,531
Property and equipment, net	485,477	675,556
Construction in progress	8,506,821	8,726,299
Total Assets	17,522,507	14,030,386
Current Liabilities
Accounts payable	1,222,328	263,891
Advances from customers	13,437	14,123
Due to related parties	14,055,113	15,531,258
Accrued liabilities and other payables	7,522,206	506,844
Total Current Liabilities	22,813,084	16,316,116
Total Liabilities	22,813,084	16,316,116
Deficit
Preferred stock, $.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding
Common stock, $.001 par value; 200,000,000 shares authorized; 65,309,169 and 65,309,169 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	65,309	65,309
Additional paid-in capital	1,099,599	1,099,599
Accumulated deficit	(6,228,711)	(3,187,804)
Accumulated other comprehensive loss	13,135	(168,535)
Total stockholders’ deficit	(5,050,668)	(2,191,431)
Noncontrolling interests	(239,909)	(94,299)
Total Deficit	(5,290,577)	(2,285,730)
Total Liabilities and Deficit	$ 17,522,507	$ 14,030,386

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	65,309,169	65,309,169
Common stock, shares outstanding	65,309,169	65,309,169

XML

Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Sales revenue, net	$ 51,290,462		$ 55,574,576
Cost of goods sold	3,438,949		3,809,013
Gross profit	47,851,513		51,765,563
Selling and marketing expenses	51,072,254	13,419	54,430,227	16,878
General and administrative expenses	268,934	206,001	499,273	363,668
Total operating expenses	51,341,188	219,420	54,929,500	380,546
Loss from operations	(3,489,675)	(219,420)	(3,163,937)	(380,546)
Interest income (expense)	7,397	(4)	7,421	(4,977)
Other income (expense), net	(74)	(2,657)	(74)	(2,657)
Loss before provision for income taxes	(3,482,352)	(222,081)	(3,156,590)	(388,180)
Provision for income taxes	(53,366)		39,589
Net loss	(3,428,986)	(222,081)	(3,196,179)	(388,180)
Net loss attributable to noncontrolling interests	(169,256)		(155,272)
Net loss attributable to Tengjun stockholders	(3,259,730)	(222,081)	(3,040,907)	(388,180)
Net loss	(3,428,986)	(222,081)	(3,196,179)	(388,180)
Other comprehensive income (loss):
Foreign currency translation adjustment	200,770	(19,893)	191,332	(13,296)
Comprehensive loss	(3,228,216)	(241,974)	(3,004,847)	(401,476)
Comprehensive loss attributable to noncontrolling interests	(159,117)		(145,610)
Comprehensive loss attributable to Tengjun stockholders	$ (3,069,099)	$ (241,974)	$ (2,859,237)	$ (401,476)
Net Loss Per Common Share:
Net loss per common share - basic and diluted (in Dollars per share)	$ (0.05)	$ (0.01)	$ (0.05)	$ (0.02)
Weighted average shares outstanding:
Basic and diluted (in Shares)	65,309,169	19,285,714	65,309,169	19,285,714

XML

Consolidated Statements of Operations and Comprehensive Loss (unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Net loss per common share - basic and diluted (in Shares)	$ (0.05)	$ (0.01)	$ (0.05)	$ (0.02)
Basic and diluted (in Dollars per share)	65,309,169	19,285,714	65,309,169	19,285,714

XML

Consolidated Statements of Changes in Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interests
Balance at Dec. 31, 2020	$ (1,178,115)	$ 19,286	$ 1,549,018	$ (2,605,211)	$ (141,208)
Balance (in Shares) at Dec. 31, 2020		19,285,714
Net loss	(166,099)			(166,099)
Foreign currency translation	6,597				6,597
Balance at Mar. 31, 2021	(1,337,617)	$ 19,286	1,549,018	(2,771,310)	(134,611)
Balance (in Shares) at Mar. 31, 2021		19,285,714
Balance at Dec. 31, 2020	(1,178,115)	$ 19,286	1,549,018	(2,605,211)	(141,208)
Balance (in Shares) at Dec. 31, 2020		19,285,714
Net loss	(388,180)
Balance at Jun. 30, 2021	(1,579,591)	$ 19,286	1,549,018	(2,993,391)	(154,504)
Balance (in Shares) at Jun. 30, 2021		19,285,714
Balance at Mar. 31, 2021	(1,337,617)	$ 19,286	1,549,018	(2,771,310)	(134,611)
Balance (in Shares) at Mar. 31, 2021		19,285,714
Net loss	(222,081)			(222,081)
Foreign currency translation	(19,893)				(19,893)
Balance at Jun. 30, 2021	(1,579,591)	$ 19,286	1,549,018	(2,993,391)	(154,504)
Balance (in Shares) at Jun. 30, 2021		19,285,714
Balance at Dec. 31, 2021	(2,285,730)	$ 65,309	1,099,599	(3,187,804)	(168,535)	(94,299)
Balance (in Shares) at Dec. 31, 2021		65,309,169
Net loss	232,807			218,823		13,984
Foreign currency translation	(9,438)				(8,961)	(477)
Balance at Mar. 31, 2022	(2,062,361)	$ 65,309	1,099,599	(2,968,981)	(177,496)	(80,792)
Balance (in Shares) at Mar. 31, 2022		65,309,169
Balance at Dec. 31, 2021	(2,285,730)	$ 65,309	1,099,599	(3,187,804)	(168,535)	(94,299)
Balance (in Shares) at Dec. 31, 2021		65,309,169
Net loss	(3,196,179)
Balance at Jun. 30, 2022	(5,290,577)	$ 65,309	1,099,599	(6,228,711)	13,135	(239,909)
Balance (in Shares) at Jun. 30, 2022		65,309,169
Balance at Mar. 31, 2022	(2,062,361)	$ 65,309	1,099,599	(2,968,981)	(177,496)	(80,792)
Balance (in Shares) at Mar. 31, 2022		65,309,169
Net loss	(3,428,986)			(3,259,730)		(169,256)
Foreign currency translation	200,770				190,631	10,139
Balance at Jun. 30, 2022	$ (5,290,577)	$ 65,309	$ 1,099,599	$ (6,228,711)	$ 13,135	$ (239,909)
Balance (in Shares) at Jun. 30, 2022		65,309,169

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,196,179)	$ (388,180)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	163,941	155,348
Changes in net assets and liabilities:
Inventories	1,728,160
Prepaid taxes	676,958	(15,839)
Prepaid expenses and other assets	(12,867)
Advance to suppliers	51,004	(112,678)
Accounts payable	1,004,045	11,400
Taxes payable	7,373,656	(695)
Accrued liabilities and other payable	(96,868)	208,677
Net cash provided by (used in) operating activities	7,691,850	(141,967)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(4,967)	(36,724)
Payment for construction in progress	(207,908)	(234,607)
Net cash used in investing activities	(212,875)	(271,331)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of short-term bank loan		(463,666)
Repayment of short-term loan from third parties		(463,666)
(Repayment of) proceeds from loans from related parties	(776,804)	1,520,714
Net cash (used in) provided by financing activities	(776,804)	593,382
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS	(228,026)	445
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	6,474,145	180,529
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE	285,568	6,238
CASH AND CASH EQUIVALENTS, ENDING BALANCE	6,759,713	186,767
SUPPLEMENTAL DISCLOSURES:
Income tax paid
Interest paid		$ 4,977

XML

Organization and Nature of Business

6 Months Ended

Jun. 30, 2022

Organization and Nature of Business [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

Tengjun Biotechnology Corp. (formerly known as China Herb Group Holdings Corporation, the “Company”) was incorporated under the name “Island Radio, Inc.” under the laws of the State of Nevada on June 28, 2010. On December 9, 2019, the Company changed its corporate name to Tengjun Biotechnology Corp. (“Tengjun”).

Tengjunxiang Biotechnology Ltd. (“Tengjunxiang”) is a holding company incorporated in the Cayman Islands on July 19, 2021. On August 5, 2021, Tengjunxiang formed a wholly-owned subsidiary, Tengjunxiang Biotechnology HK Limited (“Tengjunxiang HK”), under the laws of Hong Kong. Shandong Minfu Biology Science and Technology Co., Ltd. (“Shandong Minfu”) is a company incorporated under the laws of the People’s Republic of China (the “PRC”) on August 29, 2021. Tengjunxiang HK owns all of the equity interests in Shandong Minfu, a wholly-foreign owned entity formed (“WFOE”) under the laws of PRC. 

Shandong Tengjunxiang Biotechnology Co., Ltd (“Shandong Tengjunxiang”) was incorporated under the laws of PRC on June 27, 2014. Jinxiang County Kanglong Water Purification Equipment Co., Ltd (“Jinxiang Kanglong”), a wholly-owned subsidiary of Shandong Tengjunxiang, was formed under the laws of the PRC on January 6, 2015. Shangdong Tengjunxiang and Jinxiang Kanglong have been under common control. Shandong Tengjunxiang and its subsidiary, Jinxiang Kanglong are primarily engaged in processing, packaging, distribution and sale of dandelion teas, and producing and sale of water purifiers in China, and plans to increase its tea processing and water purifier production lines, and expand its sales channels in the next one to two years.

On December 15, 2021, all shareholders and the Board of Shandong Tengjunxiang agreed to increase its registered capital to RMB 100 million, of which RMB 94.95 million shall be contributed by Shandong Minfu and the remaining RMB 5.05 million shall be contributed by fourteen other shareholders. On December 16, 2021, Tengjunxiang completed its restructuring transaction (the “Restructuring Transaction”). As a result of the Restructuring Transaction, Tengjunxiang, through its subsidiaries, directly owns 94.95% of the ownership of Shandong Tengjunxiang and therefore became the controlling shareholder of Shandong Tengjunxiang.

All of the entities of the Restructuring Transaction are under common control of Mr. Xianchang Ma, the controlling shareholder of Tengjunxiang, before and after the Restructuring Transaction, which results in the consolidation of Tengjunxiang and its subsidiaries and has been accounted for as a reorganization of entities under common control at carrying value and for accounting purpose, the reorganization was accounted for as a recapitalization. The consolidated financial statements are prepared on the basis as if the Restructuring Transaction became effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

On December 23, 2021, the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tenjunxiang, and eleven shareholders of Tengjunxiang (the “Selling Shareholders”). The Selling Shareholders collectively owned 100% of all issued and outstanding shares of Tengjunxiang (the “Tengjunxiang Shares”).  Pursuant to the Share Exchange Agreement, the Selling Shareholders jointly agreed to sell or transfer to the Company one hundred percent (100%) of the Tengjunxiang Shares in exchange for a total of 19,285,714 shares of the Company’s common stock. As a result of such exchange (the “Stock Exchange”), Tengjunxiang has become a wholly-owned subsidiary of the Company and the Selling Shareholders collectively have received 19,285,714 shares of the Company’s common stock, representing approximately 29.53% of the then issued and outstanding shares of the Company’s common stock.

In connection with the acquisition of Tengjunxiang pursuant to the Share Exchange Agreement, the Company with its subsidiaries commenced its business operations in processing, packaging, distribution and sale of dandelion teas, producing and sale of water purifiers in China through Tengjunxiang and its subsidiaries in the People’s Republic of China. The acquisition of Tengjunxiang is treated as a reverse acquisition (the “Reverse Acquisition”).

COVID-19

A novel strain of coronavirus, or COVID-19, was first identified in China in December 2019, and subsequently declared a pandemic on March 11, 2020 by the World Health Organization. As a result of the COVID-19 pandemic, all travels had been severely curtailed to protect the health of the Company’s employees and comply with local government guidelines. The COVID-19 pandemic has had an adverse effect on the Company’s business. Although China has already begun to recover from the outbreak of COVID-19 and the Company’s business has gone back to normal, the epidemic continues to spread on a global scale and there is a risk of the epidemic returning to China in the future, thereby causing further business interruption. The full impact of the pandemic on the Company’s business, operations and financial results depends on various factors that continue to evolve, which the Company may not be able to accurately predict for now.

XML

Going Concern

6 Months Ended

Jun. 30, 2022

Going Concern [Abstract]

GOING CONCERN

NOTE 2. GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the Company’s accompanying consolidated financial statements, the Company had an accumulated deficit of $6,228,711 and working capital deficit of $14,282,875 as of June 30, 2022, and has just started to generate revenues since the last quarter. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs.

If the Company is unable to successfully commence its business operations in a short period of time, or unable to raise additional capital or secure additional lending, the Company may need to curtail or cease its operations. The Company believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to obtain such resources for the Company include obtaining capital from the sale of its equity, and short-term and long-term borrowings from banks, stockholders or other related parties. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of consolidation

The consolidated financial statements include the financial statements of Tengjun Biotechnology Corp., Tengjunxiang and its 100% owned subsidiaries, Tengjunxiang HK and WOFE, and its 94.95% owned subsidiaries, Shandong Tengjunxiang and Jinxiang Kanglong. All inter-company transactions and balances are eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

Reclassification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Advance to suppliers

The Company makes advances to certain vendors for construction and purchase of equipment. The Company had advance to suppliers of $488,060 and $564,846 as of June 30, 2022 and December 31, 2021, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of June 30, 2022 and December 31, 2021.

Inventories

The Company’s inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories mainly consist of raw materials, goods in process, and finished goods. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. No reserve for inventory was established as of June 30, 2022 and December 31, 2021.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

	Estimated Useful Life
Buildings and improvements	3-5 years
Machinery and equipment	3-10 years
Office furniture and equipment	3 years
Vehicles	5 years

Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences.

Construction in Progress

Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the six months ended June 30, 2022 and 2021. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of June 30, 2022 and December 31, 2021 was $8,506,821 and $8,726,299, respectively.

Impairment of Long-lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment for the six months ended June 30, 2022 and 2021 based on management’s evaluation. 

Value added tax (“VAT”)

All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales and services. The Company’s subsidiaries in the PRC are subject to VAT at rates ranged from 0% to 17% on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the products purchased by them. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Receivable balance, prepaid VAT, will be presented on the balance sheets when input VAT is larger than the output VAT.

Advances from customers

Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. When all revenue recognition criteria are met, the advances from customers are recognized as revenue.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model:

● identify arrangements with customers;

● identify performance obligations;

● determine transaction price;

● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and

● recognize revenue as performance obligations are satisfied.

The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. During the three and six months ended June 30, 2022, the Company also engaged in the sale of certain nutritional products and water treatment accessories. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers.

Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed.

Cost of goods sold

Cost of goods sold consists primarily of cost of goods purchased, direct raw material cost, direct labor cost, and cost of manufacturing overheads including the depreciation of production equipment.

Selling and marketing expenses

Selling and marketing expenses primarily consist of advertising costs, agency fees, costs for promotional materials, and commission costs made to sales force.

Advertising expenses are charged to the consolidated statements of operations and comprehensive loss in the period incurred. The amounts of advertising expenses incurred were $2,927 and $13,187 for the three months ended June 30, 2022 and 2021, respectively. The amounts of advertising expenses incurred were $4,154 and $16,646 for the six months ended June 30, 2022 and 2021, respectively.

Commission expense primarily consists of commission costs made to independent sales force. The amount of commission expense incurred were $51,069,327 and $0 for the three months ended June 30, 2022 and 2021, respectively. The amount of commission expense incurred were $54,426,073 and $0 for the six months ended June 30, 2022 and 2021, respectively.

General and administrative expenses

General and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs.

Concentration of Credit Risk

The operations of the Company are primarily  in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy.

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts.

The Company generated total revenue of $51,290,462 and $55,574,576 during the three and six months ended June 30, 2022, respectively. No customer accounted for over 10% of total revenue during the three and six months ended June 30, 2022.

During the three months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.

Supplier	Net purchase for the three months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

During the six months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.

Supplier	Net purchase for the six months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

No supplier accounted for over 10% of total purchase during the three and six months ended June 30, 2021.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

Related parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

Foreign Currency Translation

The Company uses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi (“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Fair Values of Financial Instruments

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable 

Level 3 – inputs that are unobservable

The Company’s financial instruments primarily consist of cash and cash equivalents, advances to suppliers, prepaid expenses, other receivable, accounts payable, accrued expenses, other payables, and related party borrowings. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

Lease

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The adoption of ASC 842 had no material impact on the Company’s consolidated balance sheets, results of operations or cash flows. In addition, the adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit). Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

The Company manages its business as two operating segments, dandelion teas and water purifier, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC.

The following table shows the Company’s operations by business segment for the three and six months ended June 30, 2022 and 2021:

	For the						For the
	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
Net revenue
Dandelion teas	$	51,444,665		$	-		$	54,908,343		$	-
Water purifier		(154,203	)		-			666,233			-
Total revenues, net	$	51,290,462		$	-		$	55,574,576		$	-
Cost of goods sold
Dandelion teas	$	3,456,644		$	-		$	3,730,491		$	-
Water purifier		(17,695	)		-			78,522			-
Total cost of goods sold	$	3,438,949		$	-		$	3,809,013		$	-
Gross profit
Dandelion teas	$	47,988,021		$	-		$	51,177,852		$	-
Water purifier		(136,508	)		-			587,711			-
Gross profit	$	47,851,513		$	-		$	51,765,563		$	-
Operating expenses
Dandelion teas	$	51,407,716		$	202,106		$	54,378,525		$	343,376
Water purifier		(143,925	)		17,314			429,482			37,170
Total operating expenses	$	51,263,791		$	219,420		$	54,808,007		$	380,546
Loss from operations
Dandelion teas	$	(3,419,695	)	$	(202,106	)	$	(3,200,673	)	$	(343,376	)
Water purifier		7,417			(17,314	)		158,229			(37,170	)
Loss from operations	$	(3,412,278	)	$	(219,420	)	$	(3,042,444	)	$	(380,546	)

	As of June 30,		As of December 31,
Segment assets	2022		2021
Dandelion teas	$	16,627,202	$	12,817,675
Water purifier		851,208		958,530
Total assets	$	17,478,410	$	13,776,205

Income (Loss) per Share Calculation 

Basic net income (loss) per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per shares is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.

XML

Inventories, Net

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

INVENTORIES, NET

NOTE 4. INVENTORIES, NET

Inventories consisted of the following:

	June 30,		December 31,
	2022		2021
Raw materials	$	283,095	$	300,918
Work in process		347,837		300,711
Finished goods		631,691		2,482,528
		1,262,623		3,084,157
Less: allowance for obsolete inventories		-		-
Inventories, net	$	1,262,623	$	3,084,157

XML

Property, Plant, and Equipment, net

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT, AND EQUIPMENT, NET

NOTE 5. PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment consisted of the following:

	June 30,			December 31,
	2022			2021
Buildings	$	15,005		$	15,771
Machinery and equipment		639,867			675,878
Office equipment		140,698			144,072
Vehicles		837,169			879,016
		1,632,739			1,714,737
Less: Accumulated depreciation		(1,147,262	)		(1,039,181	)
Property and equipment, net	$	485,477		$	675,556

Depreciation expense for the three months ended June 30, 2022 and 2021 were $79,830 and $78,210, respectively. Depreciation expense for the six months ended June 30, 2022 and 2021 were $163,941 and $155,348, respectively.

XML

Prepaid Taxes

6 Months Ended

Jun. 30, 2022

Other Income and Expenses [Abstract]

PREPAID TAXES

NOTE 6. PREPAID TAXES

Prepaid taxes as of June 30 2022 and December 31, 2021, primarily consist of prepaid VAT in the amount of $0 and $688,272, respectively, which can be used to offset VAT payable when the Company incurs sales.

XML

Short-Term Loan

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

SHORT-TERM LOAN

NOTE 7. SHORT-TERM LOAN

On March 17, 2020, Shandong Tengjunxiang and China Construction Bank entered into a one-year bank loan agreement in an amount of RMB 3,000,000, equivalent to $459,770. The term started March 17, 2020 with the maturity date on March 17, 2021. The loan balance bore an interest rate of 4.025% per annum. The Company repaid the loan together with the accrued interest in full on March 17, 2021.

During the three months ended June 30, 2022 and 2021, the Company recorded interest expense of $0. During the six months ended June 30, 2022 and 2021, the Company recorded interest expense of $0 and $4,973, respectively.

XML

Accrued Liabilities and Other Payables

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

ACCRUED LIABILITIES AND OTHER PAYABLES

NOTE 8. ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consisted of the following at June 30, 2022 and December 31, 2021:

	June 30, 2022		December 31, 2021
Accrued local taxes	$	7,189,385	$	59,719
Advance from employees		7,464		45,787
Payable for construction and improvements		139,807		150,102
Payable for machinery and equipment		95,866		58,327
Accrued payroll		18,836		10,220
Accrued professional fees		14,000		42,000
Other		56,848		140,689
Total	$	7,522,206	$	506,844

XML

Income Tax

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 9. INCOME TAX

United States

The Company was incorporated in the United States of America and is subject to United States federal taxation. The U.S. Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%.

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

Tengjunxiang HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

PRC

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose an unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. The Company had recorded income tax provision of $39,589 and $0 for the six months ended June 30, 2022 and 2021.

Provision for income tax expense (benefit) consists of the following:

	For the Six Months Ended June 30,
	2022		2021
Current
USA	$	-	$	-
China		39,589		-
Deferred
USA		-		-
China		-		-
Total provision for income tax expense (benefit)	$	39,589	$	-

The following is a reconciliation of the statutory tax rate to the effective tax rate:

	For the Six Months Ended
	June 30,
	2022			2021
U.S. federal statutory income tax (benefit)		(21.0	)%		(21.0	)%
Foreign tax rate differential		(3.8	)%		(4.0	)%
Change in valuation allowances		26.1	%		25.0	%
Effective income tax rate		1.3	%		-	%

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent that the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

As of June 30, 2022 and December 31, 2021, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized and have a 100% valuation allowance associated with its deferred tax assets. 

XML

Related Party Transactions and Balances

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS AND BALANCES

NOTE 10. RELATED PARTY TRANSACTIONS AND BALANCES

The related party of the company with whom transactions are reported in these financial statements are as follows:

Name of Individual	Relationship with the Company
Xianchang Ma	Major shareholder, CEO, director of the Company
Liuhong Liu	Beneficial owner of the Company’s common stock
Pan Shi	Beneficial owner of the Company’s common stock
Jin Tian	Beneficial owner of the Company’s common stock
Qiuping Lu	Shareholder, former director and CEO

Due from related party:

	June 30,		December 31,
	2022		2021
Pan Shi		1,493		-
	$	1,493	$	-

Due to related parties:

	June 30,		December 31,
	2022		2021
Xianchang Ma	$	13,996,198	$	15,193,647
Qiuping Lu		58,531		328,869
Liuhong Liu		-		5,619
Pan Shi		319		3,055
Jin Tian		65		68
	$	14,055,113	$	15,531,258

Due to related parties represent advances from its related parties for the Company’s payment for construction, purchase of equipment, and daily operating expenses. The balances are unsecured, non-interest bearing, and payable on demand.

XML

Lease

6 Months Ended

Jun. 30, 2022

Disclosure Text Block [Abstract]

LEASE

NOTE 11. LEASE

The Company leased a facility under an operating lease arrangement. The lease has initial lease term of 2 years. The lease agreement expired in August 2021.

The following provides details of the Company’s lease expenses:

	Three Months Ended June 30,
	2022		2021
Operating lease expenses	$	-	$	1,239

	Six Months Ended June 30,
	2022		2021
Operating lease expenses	$	-	$	2,473

Other information related to leases is presented below:

	Six Months Ended June 30,
	2022			2021
Cash Paid For Amounts Included In Measurement of Liabilities:
Operating cash flows from operating leases	$	-		$	2,473
Weighted Average Remaining Lease Term:
Operating leases		-			0.17 years
Weighted Average Discount Rate:
Operating leases		-	%		4.75	%

XML

Equity

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

EQUITY

NOTE 12. EQUITY

Preferred Stock

The total number of preferred shares authorized that may be issued by the Company is 5,000,000 shares with a par value of $0.001 per share.

As of June 30, 2022 and December 31, 2021, the Company had no shares of its preferred stock issued and outstanding.

Common Stock

The total number of common shares authorized that may be issued by the Company is 70,000,000 shares with a par value of $0.001 per share. On March 30, 2022, the board of directors of the Company adopted a resolution to increase its authorized capital from 70,000,000 to 200,000,000 shares of its common stock by amending and restating the Company’s articles of incorporation.

Common Stock Issued for Reverse Merger

On December 23, 2021, the Company issued 19,285,714 shares of Company’s common stock to eleven Selling Shareholders pursuant to the Share Exchange Agreement with Tenjunxiang (see Note 1).

XML

Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

In July 2022, the Company sold an aggregate of 25,000,000 shares of its common stock at a price of $0.10 per share, to nine investors pursuant to the stock purchase agreements dated.

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of June 30, 2022 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

XML

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Accounting

Basis of Accounting

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of consolidation

Principles of consolidation

The consolidated financial statements include the financial statements of Tengjun Biotechnology Corp., Tengjunxiang and its 100% owned subsidiaries, Tengjunxiang HK and WOFE, and its 94.95% owned subsidiaries, Shandong Tengjunxiang and Jinxiang Kanglong. All inter-company transactions and balances are eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

Reclassification

Reclassification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Advance to suppliers

Advance to suppliers

The Company makes advances to certain vendors for construction and purchase of equipment. The Company had advance to suppliers of $488,060 and $564,846 as of June 30, 2022 and December 31, 2021, respectively. Based on management’s evaluation, no allowance for advances to suppliers was recorded as of June 30, 2022 and December 31, 2021.

Inventories

Inventories

The Company’s inventories primarily consist of dandelion teas and water purifiers. Inventories are valued at the lower of cost (determined on a weighted average basis) and net realizable value. Inventories mainly consist of raw materials, goods in process, and finished goods. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. No reserve for inventory was established as of June 30, 2022 and December 31, 2021.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

	Estimated Useful Life
Buildings and improvements	3-5 years
Machinery and equipment	3-10 years
Office furniture and equipment	3 years
Vehicles	5 years

Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences.

Construction in Progress

Construction in Progress

Construction in progress represents direct costs of construction, interest and design fees incurred. No interest was capitalized for the six months ended June 30, 2022 and 2021. Capitalization of these costs ceases and the construction in progress is transferred to property, plant, and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is recognized until it is completed and ready for intended use. Construction in progress as of June 30, 2022 and December 31, 2021 was $8,506,821 and $8,726,299, respectively.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment for the six months ended June 30, 2022 and 2021 based on management’s evaluation. 

Value added tax (“VAT”)

Value added tax (“VAT”)

All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales and services. The Company’s subsidiaries in the PRC are subject to VAT at rates ranged from 0% to 17% on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the products purchased by them. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Receivable balance, prepaid VAT, will be presented on the balance sheets when input VAT is larger than the output VAT.

Advances from customers

Advances from customers

Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. When all revenue recognition criteria are met, the advances from customers are recognized as revenue.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. To determine the revenue to be recognized, the Company applies the following five-step model:

● identify arrangements with customers;

● identify performance obligations;

● determine transaction price;

● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and

● recognize revenue as performance obligations are satisfied.

The Company generates revenues mainly from sales of packaged dandelion teas and water purifiers. During the three and six months ended June 30, 2022, the Company also engaged in the sale of certain nutritional products and water treatment accessories. Revenue from the sales of goods is recognized when the control over the promised goods is transferred to customers.

Cash payments received or due from customers before revenue recognized are recorded as advances from customers. The advance from customers is recognized as revenue when the Company’s performance obligation is completed.

Cost of goods sold

Cost of goods sold

Cost of goods sold consists primarily of cost of goods purchased, direct raw material cost, direct labor cost, and cost of manufacturing overheads including the depreciation of production equipment.

Selling and marketing expenses

Selling and marketing expenses

Selling and marketing expenses primarily consist of advertising costs, agency fees, costs for promotional materials, and commission costs made to sales force.

Advertising expenses are charged to the consolidated statements of operations and comprehensive loss in the period incurred. The amounts of advertising expenses incurred were $2,927 and $13,187 for the three months ended June 30, 2022 and 2021, respectively. The amounts of advertising expenses incurred were $4,154 and $16,646 for the six months ended June 30, 2022 and 2021, respectively.

Commission expense primarily consists of commission costs made to independent sales force. The amount of commission expense incurred were $51,069,327 and $0 for the three months ended June 30, 2022 and 2021, respectively. The amount of commission expense incurred were $54,426,073 and $0 for the six months ended June 30, 2022 and 2021, respectively.

General and administrative expenses

General and administrative expenses

General and administrative expenses primarily consist of payroll and benefit costs for corporate employees, legal, consulting, professional expenses, rental expenses and other corporate overhead costs.

Concentration of Credit Risk

Concentration of Credit Risk

The operations of the Company are primarily  in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy.

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts.

The Company generated total revenue of $51,290,462 and $55,574,576 during the three and six months ended June 30, 2022, respectively. No customer accounted for over 10% of total revenue during the three and six months ended June 30, 2022.

During the three months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.

Supplier	Net purchase for the three months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

During the six months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.

Supplier	Net purchase for the six months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

No supplier accounted for over 10% of total purchase during the three and six months ended June 30, 2021.

Income Taxes

Income Taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

Related parties

Related parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

Foreign Currency Translation

Foreign Currency Translation

The Company uses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi (“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Fair Values of Financial Instruments

Fair Values of Financial Instruments

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable 

Level 3 – inputs that are unobservable

The Company’s financial instruments primarily consist of cash and cash equivalents, advances to suppliers, prepaid expenses, other receivable, accounts payable, accrued expenses, other payables, and related party borrowings. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

Lease

Lease

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The adoption of ASC 842 had no material impact on the Company’s consolidated balance sheets, results of operations or cash flows. In addition, the adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit). Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

Segment Reporting

Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

The Company manages its business as two operating segments, dandelion teas and water purifier, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC.

The following table shows the Company’s operations by business segment for the three and six months ended June 30, 2022 and 2021:

	For the						For the
	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
Net revenue
Dandelion teas	$	51,444,665		$	-		$	54,908,343		$	-
Water purifier		(154,203	)		-			666,233			-
Total revenues, net	$	51,290,462		$	-		$	55,574,576		$	-
Cost of goods sold
Dandelion teas	$	3,456,644		$	-		$	3,730,491		$	-
Water purifier		(17,695	)		-			78,522			-
Total cost of goods sold	$	3,438,949		$	-		$	3,809,013		$	-
Gross profit
Dandelion teas	$	47,988,021		$	-		$	51,177,852		$	-
Water purifier		(136,508	)		-			587,711			-
Gross profit	$	47,851,513		$	-		$	51,765,563		$	-
Operating expenses
Dandelion teas	$	51,407,716		$	202,106		$	54,378,525		$	343,376
Water purifier		(143,925	)		17,314			429,482			37,170
Total operating expenses	$	51,263,791		$	219,420		$	54,808,007		$	380,546
Loss from operations
Dandelion teas	$	(3,419,695	)	$	(202,106	)	$	(3,200,673	)	$	(343,376	)
Water purifier		7,417			(17,314	)		158,229			(37,170	)
Loss from operations	$	(3,412,278	)	$	(219,420	)	$	(3,042,444	)	$	(380,546	)

	As of June 30,		As of December 31,
Segment assets	2022		2021
Dandelion teas	$	16,627,202	$	12,817,675
Water purifier		851,208		958,530
Total assets	$	17,478,410	$	13,776,205

Income (Loss) per Share Calculation

Income (Loss) per Share Calculation 

Basic net income (loss) per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per shares is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.

XML

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of straight-line method over the estimated useful lives of the assets

	Estimated Useful Life
Buildings and improvements	3-5 years
Machinery and equipment	3-10 years
Office furniture and equipment	3 years
Vehicles	5 years

Schedule of major supplier that accounted total purchases

Supplier	Net purchase for the three months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

Supplier	Net purchase for the six months ended June 30, 2022		% of total purchase
A	$	1,005,275		82	%
B		227,376		18	%

Schedule of major supplier that accounted total purchases

	For the						For the
	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
Net revenue
Dandelion teas	$	51,444,665		$	-		$	54,908,343		$	-
Water purifier		(154,203	)		-			666,233			-
Total revenues, net	$	51,290,462		$	-		$	55,574,576		$	-
Cost of goods sold
Dandelion teas	$	3,456,644		$	-		$	3,730,491		$	-
Water purifier		(17,695	)		-			78,522			-
Total cost of goods sold	$	3,438,949		$	-		$	3,809,013		$	-
Gross profit
Dandelion teas	$	47,988,021		$	-		$	51,177,852		$	-
Water purifier		(136,508	)		-			587,711			-
Gross profit	$	47,851,513		$	-		$	51,765,563		$	-
Operating expenses
Dandelion teas	$	51,407,716		$	202,106		$	54,378,525		$	343,376
Water purifier		(143,925	)		17,314			429,482			37,170
Total operating expenses	$	51,263,791		$	219,420		$	54,808,007		$	380,546
Loss from operations
Dandelion teas	$	(3,419,695	)	$	(202,106	)	$	(3,200,673	)	$	(343,376	)
Water purifier		7,417			(17,314	)		158,229			(37,170	)
Loss from operations	$	(3,412,278	)	$	(219,420	)	$	(3,042,444	)	$	(380,546	)

Schedule of segment assets

	As of June 30,		As of December 31,
Segment assets	2022		2021
Dandelion teas	$	16,627,202	$	12,817,675
Water purifier		851,208		958,530
Total assets	$	17,478,410	$	13,776,205

XML

Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule of inventories

	June 30,		December 31,
	2022		2021
Raw materials	$	283,095	$	300,918
Work in process		347,837		300,711
Finished goods		631,691		2,482,528
		1,262,623		3,084,157
Less: allowance for obsolete inventories		-		-
Inventories, net	$	1,262,623	$	3,084,157

XML

Property, Plant, and Equipment, net (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of property, plant, and equipment

	June 30,			December 31,
	2022			2021
Buildings	$	15,005		$	15,771
Machinery and equipment		639,867			675,878
Office equipment		140,698			144,072
Vehicles		837,169			879,016
		1,632,739			1,714,737
Less: Accumulated depreciation		(1,147,262	)		(1,039,181	)
Property and equipment, net	$	485,477		$	675,556

XML

Accrued Liabilities and Other Payables (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of accrued liabilities and other payables

	June 30, 2022		December 31, 2021
Accrued local taxes	$	7,189,385	$	59,719
Advance from employees		7,464		45,787
Payable for construction and improvements		139,807		150,102
Payable for machinery and equipment		95,866		58,327
Accrued payroll		18,836		10,220
Accrued professional fees		14,000		42,000
Other		56,848		140,689
Total	$	7,522,206	$	506,844

XML

Income Tax (Tables)

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of provision for income tax expense (benefit)

	For the Six Months Ended June 30,
	2022		2021
Current
USA	$	-	$	-
China		39,589		-
Deferred
USA		-		-
China		-		-
Total provision for income tax expense (benefit)	$	39,589	$	-

Schedule of statutory tax rate to the effective tax rate

	For the Six Months Ended
	June 30,
	2022			2021
U.S. federal statutory income tax (benefit)		(21.0	)%		(21.0	)%
Foreign tax rate differential		(3.8	)%		(4.0	)%
Change in valuation allowances		26.1	%		25.0	%
Effective income tax rate		1.3	%		-	%

XML

Related Party Transactions and Balances (Tables)

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

Schedule of related party with whom transaction

Name of Individual	Relationship with the Company
Xianchang Ma	Major shareholder, CEO, director of the Company
Liuhong Liu	Beneficial owner of the Company’s common stock
Pan Shi	Beneficial owner of the Company’s common stock
Jin Tian	Beneficial owner of the Company’s common stock
Qiuping Lu	Shareholder, former director and CEO

Schedule of related parties

	June 30,		December 31,
	2022		2021
Pan Shi		1,493		-
	$	1,493	$	-

	June 30,		December 31,
	2022		2021
Xianchang Ma	$	13,996,198	$	15,193,647
Qiuping Lu		58,531		328,869
Liuhong Liu		-		5,619
Pan Shi		319		3,055
Jin Tian		65		68
	$	14,055,113	$	15,531,258

XML

Lease (Tables)

6 Months Ended

Jun. 30, 2022

Disclosure Text Block [Abstract]

Schedule of company’s lease expenses

	Three Months Ended June 30,
	2022		2021
Operating lease expenses	$	-	$	1,239

	Six Months Ended June 30,
	2022		2021
Operating lease expenses	$	-	$	2,473

Schedule of other information related to leases is presented

	Six Months Ended June 30,
	2022			2021
Cash Paid For Amounts Included In Measurement of Liabilities:
Operating cash flows from operating leases	$	-		$	2,473
Weighted Average Remaining Lease Term:
Operating leases		-			0.17 years
Weighted Average Discount Rate:
Operating leases		-	%		4.75	%

XML

Organization and Nature of Business (Details) - CNY (¥) ¥ in Thousands	Dec. 23, 2021	Dec. 16, 2021	Dec. 15, 2021
Organization and Nature of Business (Details) [Line Items]
Capital amount			¥ 5,050
Share exchange agreement description	the Company entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Tenjunxiang, and eleven shareholders of Tengjunxiang (the “Selling Shareholders”). The Selling Shareholders collectively owned 100% of all issued and outstanding shares of Tengjunxiang (the “Tengjunxiang Shares”).  Pursuant to the Share Exchange Agreement, the Selling Shareholders jointly agreed to sell or transfer to the Company one hundred percent (100%) of the Tengjunxiang Shares in exchange for a total of 19,285,714 shares of the Company’s common stock. As a result of such exchange (the “Stock Exchange”), Tengjunxiang has become a wholly-owned subsidiary of the Company and the Selling Shareholders collectively have received 19,285,714 shares of the Company’s common stock, representing approximately 29.53% of the then issued and outstanding shares of the Company’s common stock.
Shandong Tengjunxiang [Member]
Organization and Nature of Business (Details) [Line Items]
Restructuring transaction ownership, percentage		94.95%
Shandong Tengjunxiang [Member]
Organization and Nature of Business (Details) [Line Items]
Capital amount			100,000
Shandong Minfu [Member]
Organization and Nature of Business (Details) [Line Items]
Contributed amount			¥ 94,950

XML

Going Concern (Details)	Jun. 30, 2022 USD ($)
Organization and Nature of Business [Abstract]
Accumulated deficit	$ 6,228,711
Working capital deficit	$ (14,282,875)

XML

Summary of Significant Accounting Policies (Details)	3 Months Ended		6 Months Ended			12 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 CNY (¥)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Advance to suppliers			$ 488,060			$ 564,846
Construction in progress						$ 8,726,299	$ 8,506,821
Advertising expenses	$ 2,927	$ 13,187	4,154		$ 16,646
Commission expense	51,069,327	$ 0	54,426,073		$ 0
Insurance amount			72,500	¥ 500,000
Total revenue	$ 51,290,462		$ 55,574,576
Revenue percentage			10.00%	10.00%
Concentration of credit risk description	During the three months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.		During the six months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.	During the six months ended June 30, 2022, the Company had two major supplier that accounted for over 10% of its total purchases.
Purchase percentage		10.00%			10.00%
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Value added tax percentage			0.00%	0.00%
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Value added tax percentage			17.00%	17.00%
Tengjunxiang [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Subsidiaries percentage			100.00%	100.00%
Tengjunxiang HK [Member] | WOFE [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Subsidiaries percentage			94.95%	94.95%

XML

Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets	6 Months Ended
	Jun. 30, 2022
Buildings and improvements [Member] | Minimum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items]
Estimated Useful Life	3 years
Buildings and improvements [Member] | Maximum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items]
Estimated Useful Life	5 years
Machinery and equipment [Member] | Minimum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items]
Estimated Useful Life	3 years
Machinery and equipment [Member] | Maximum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items]
Estimated Useful Life	10 years
Office furniture and equipment [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items]
Estimated Useful Life	3 years
Vehicles [Member]
Summary of Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items]
Estimated Useful Life	5 years

XML

Summary of Significant Accounting Policies (Details) - Schedule of major supplier that accounted total purchases	3 Months Ended	6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)
Supplier A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of major supplier that accounted total purchases [Line Items]
Net purchase, Supplier	$ 1,005,275	$ 1,005,275
Percentage of total purchase	82.00%	82.00%
Supplier B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of major supplier that accounted total purchases [Line Items]
Net purchase, Supplier	$ 227,376	$ 227,376
Percentage of total purchase	18.00%	18.00%

XML

Summary of Significant Accounting Policies (Details) - Schedule of operations by business segment - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Net revenue
Total revenues, net	$ 51,290,462		$ 55,574,576
Cost of goods sold
Total cost of goods sold	3,438,949		3,809,013
Gross profit
Gross profit	47,851,513		51,765,563
Operating expenses
Total operating expenses	51,263,791	219,420	54,808,007	380,546
Loss from operations
Loss from operations	(3,412,278)	(219,420)	(3,042,444)	(380,546)
Dandelion teas [Member]
Net revenue
Total revenues, net	51,444,665		54,908,343
Water purifier [Member]
Net revenue
Total revenues, net	(154,203)		666,233
Dandelion teas [Member]
Cost of goods sold
Total cost of goods sold	3,456,644		3,730,491
Water purifier [Member]
Cost of goods sold
Total cost of goods sold	(17,695)		78,522
Dandelion teas [Member]
Gross profit
Gross profit	47,988,021		51,177,852
Water purifier [Member]
Gross profit
Gross profit	(136,508)		587,711
Dandelion teas [Member]
Operating expenses
Total operating expenses	51,407,716	202,106	54,378,525	343,376
Water purifier [Member]
Operating expenses
Total operating expenses	(143,925)	17,314	429,482	37,170
Dandelion teas [Member]
Loss from operations
Loss from operations	(3,419,695)	(202,106)	(3,200,673)	(343,376)
Water purifier [Member]
Loss from operations
Loss from operations	$ 7,417	$ (17,314)	$ 158,229	$ (37,170)

XML

Summary of Significant Accounting Policies (Details) - Schedule of segment assets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Segment Reporting, Asset Reconciling Item [Line Items]
Total Segment assets	$ 17,478,410	$ 13,776,205
Dandelion teas [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total Segment assets	16,627,202	12,817,675
Water purifier [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total Segment assets	$ 851,208	$ 958,530

XML

Inventories, Net (Details) - Schedule of inventories - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of inventories [Abstract]
Raw materials	$ 283,095	$ 300,918
Work in process	347,837	300,711
Finished goods	631,691	2,482,528
Inventories, gross	1,262,623	3,084,157
Less: allowance for obsolete inventories
Inventories, net	$ 1,262,623	$ 3,084,157

XML

Property, Plant, and Equipment, net (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 79,830	$ 78,210	$ 163,941	$ 155,348

XML

Property, Plant, and Equipment, net (Details) - Schedule of property, plant, and equipment - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,632,739	$ 1,714,737
Less: Accumulated depreciation	(1,147,262)	(1,039,181)
Property and equipment, net	485,477	675,556
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	15,005	15,771
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	639,867	675,878
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	140,698	144,072
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 837,169	$ 879,016

XML

Prepaid Taxes (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Other Income and Expenses [Abstract]
Prepaid taxes	$ 0	$ 688,272

XML

Short-Term Loan (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Mar. 17, 2020 USD ($)	Mar. 17, 2020 CNY (¥)
Short-Term Loan (Details) [Line Items]
Maturity date			Mar. 17, 2021
Loan balance bears interest rate percentage			4.025%
Interest expense	$ 0	$ 0	$ 0	$ 4,973
China Construction Bank [Member] | Shandong Tengjunxiang [Member]
Short-Term Loan (Details) [Line Items]
Loan agreement					$ 459,770	¥ 3,000,000

XML

Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of accrued liabilities and other payables [Abstract]
Accrued local taxes	$ 7,189,385	$ 59,719
Advance from employees	7,464	45,787
Payable for construction and improvements	139,807	150,102
Payable for machinery and equipment	95,866	58,327
Accrued payroll	18,836	10,220
Accrued professional fees	14,000	42,000
Other	56,848	140,689
Total	$ 7,522,206	$ 506,844

XML

Income Tax (Details) - USD ($)		6 Months Ended		12 Months Ended
	Jan. 01, 2008	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Income Tax (Details) [Line Items]
Applicable tax rate		16.50%
Income tax rate	25.00%
Tax rate of enterprise income	25.00%
Valuation allowance tax assets		100.00%		100.00%
Maximum [Member]
Income Tax (Details) [Line Items]
U.S. statutory tax rate		35.00%
Minimum [Member]
Income Tax (Details) [Line Items]
U.S. statutory tax rate		21.00%
PRC [Member]
Income Tax (Details) [Line Items]
Tax provisions (in Dollars)		$ 39,589	$ 0

XML

Income Tax (Details) - Schedule of provision for income tax expense (benefit) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Current
USA
China	39,589
Deferred
USA
China
Total provision for income tax expense (benefit)	$ 39,589

XML

Income Tax (Details) - Schedule of statutory tax rate to the effective tax rate	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Schedule of statutory tax rate to the effective tax rate [Abstract]
U.S. federal statutory income tax (benefit)	(21.00%)	(21.00%)
Foreign tax rate differential	(3.80%)	(4.00%)
Change in valuation allowances	26.10%	25.00%
Effective income tax rate	1.30%

XML

Related Party Transactions and Balances (Details) - Schedule of related party with whom transaction	6 Months Ended
	Jun. 30, 2022
Xianchang Ma [Member]
Related Party Transaction [Line Items]
Relationship with the Company	Major shareholder, CEO, director of the Company
Liuhong Liu [Member]
Related Party Transaction [Line Items]
Relationship with the Company	Beneficial owner of the Company’s common stock
Pan Shi [Member]
Related Party Transaction [Line Items]
Relationship with the Company	Beneficial owner of the Company’s common stock
Jin Tian [Member]
Related Party Transaction [Line Items]
Relationship with the Company	Beneficial owner of the Company’s common stock
Qiuping Lu [Member]
Related Party Transaction [Line Items]
Relationship with the Company	Shareholder, former director and CEO

XML

Related Party Transactions and Balances (Details) - Schedule of related parties - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Related Party Transactions and Balances (Details) - Schedule of related parties [Line Items]
Due from related party:	$ 1,493
Due to related parties	14,055,113	15,531,258
Pan Shi [Member]
Related Party Transactions and Balances (Details) - Schedule of related parties [Line Items]
Due from related party:	1,493
Due to related parties	319	3,055
Xianchang Ma [Member]
Related Party Transactions and Balances (Details) - Schedule of related parties [Line Items]
Due to related parties	13,996,198	15,193,647
Qiuping Lu [Member]
Related Party Transactions and Balances (Details) - Schedule of related parties [Line Items]
Due to related parties	58,531	328,869
Liuhong Liu [Member]
Related Party Transactions and Balances (Details) - Schedule of related parties [Line Items]
Due to related parties		5,619
Jin Tian [Member]
Related Party Transactions and Balances (Details) - Schedule of related parties [Line Items]
Due to related parties	$ 65	$ 68

XML

Lease (Details)	6 Months Ended
	Jun. 30, 2022
Disclosure Text Block [Abstract]
Lease term	2 years
Lease agreement , description	The lease agreement expired in August 2021.

XML

Lease (Details) - Schedule of company’s lease expenses - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of company’s lease expenses [Abstract]
Operating lease expenses		$ 1,239		$ 2,473

XML

Lease (Details) - Schedule of other information related to leases is presented - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Paid For Amounts Included In Measurement of Liabilities:
Operating cash flows from operating leases		$ 2,473
Weighted Average Remaining Lease Term:
Operating leases		2 months 1 day
Weighted Average Discount Rate:
Operating leases		4.75%

XML

Equity (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 23, 2021
Equity (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock outstanding	0	0
Common stock, shares authorized	70,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	65,309,169	65,309,169
Minimum [Member]
Equity (Details) [Line Items]
Increase authorized capital	70,000,000
Maximum [Member]
Equity (Details) [Line Items]
Increase authorized capital	200,000,000
Reverse Merger [Member]
Equity (Details) [Line Items]
Common stock, shares issued			19,285,714

XML

Subsequent Events (Details)	1 Months Ended
	Jul. 31, 2022
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description	In July 2022, the Company sold an aggregate of 25,000,000 shares of its common stock at a price of $0.10 per share, to nine investors pursuant to the stock purchase agreements dated.