UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
For the quarterly period ended
or
For the transition period from ___ to ____
Commission file number
BITMIS CORP.
Now known as
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
People’s Republic of China
(Address of principal executive offices, Zip Code)
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 past 90 days. Yes ☐
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).
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 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 | ☐ |
| ☒ | 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
As of May 22, 2023, there were
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 of Bitmis Corp. (now known as Cambell International Holding Corp.) (the “Company”), originally filed with the U.S. Securities and Exchange Commission (“SEC”) on May 22, 2023 (the “Original Report”). The purpose of this Amendment is to accurately reflect on the cover page of the Original Report that the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The fiscal year in which the Company’s registration statement was declared effective ended on June 30, 2017. No shares were sold pursuant to that registration statement. The Company’s reporting obligation under Section 15(d) of the Exchange Act was automatically suspended as of July 1, 2017 as it had fewer than 300 shareholders of record. The Company has been filing periodic reports on a voluntary basis, and continues to do so.
This Amendment further reflects that the Company qualifies as an emerging growth company as it consistently has had total annual gross revenues of less than $1.235 billion and none of the events that would cause termination of its status as an emerging growth company has occurred.
This Amendment does not amend, modify or otherwise update any other information in the Original Report. In addition, this Amendment does not reflect events that may have occurred subsequent to the date of the Original Report.
BITMIS CORP.
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
| Page | ||
| PART I | FINANCIAL INFORMATION: | 1 |
| Item 1. | Financial Statements (Unaudited) | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 26 |
| Item 4. | Controls and Procedures | 26 |
| PART II | OTHER INFORMATION: | 27 |
| Item 1 | Legal Proceedings | 27 |
| Item 1A | Risk Factors | 27 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
| Item 3. | Defaults Upon Senior Securities | 27 |
| Item 4. | Mine Safety Disclosures. | 27 |
| Item 5. | Other Information | 27 |
| Item 6. | Exhibits | 27 |
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BITMIS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2023 AND JUNE 30, 2022
(Expressed in U.S. dollar, except for the number of shares)
| March 31, 2023 | June 30, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of $ | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Amounts due from related parties | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Long-term other receivable | ||||||||
| Property, plant and equipment, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Advance from customers | ||||||||
| Amounts due to related parties | ||||||||
| Payroll payable | - | |||||||
| Tax payable | ||||||||
| Other payables | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred stock, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive gain | ||||||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
BITMIS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS)
FOR THE NINE MONTHS ENDED MARCH 31, 2023 AND 2022
(Expressed in U.S. dollar, except for the number of shares)
(Unaudited)
| For the three months ended March 31, | For the nine months ended March 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUES | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE), NET | ||||||||||||||||
| Other incomes | ||||||||||||||||
| Other expenses | - | - | ( | ) | ( | ) | ||||||||||
| Total other income net | ||||||||||||||||
| NET LOSS BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | - | - | ||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
BITMIS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 2023 AND 2022
(EXPRESSED IN U.S. DOLLAR, EXCEPT FOR THE NUMBER OF SHARES)
(Unaudited)
| Ordinary shares | Accumulated other | |||||||||||||||||||||||
| Number | Additional | Accumulated | comprehensive | |||||||||||||||||||||
| of shares | Amount | paid-in capital | deficit | income | Total | |||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
| Reverse acquisition recapitalization | ( | ) | ||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
| Ordinary shares | Accumulated other | |||||||||||||||||||||||
| Number of | Subscription | Accumulated | comprehensive | |||||||||||||||||||||
| shares | Amount | receivable | deficit | income (loss) | Total | |||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
BITMIS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2023 AND 2022
(Expressed in U.S. dollars)
(Unaudited)
| March 31, | March 31, | |||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Impairment on equipment | - | |||||||
| Depreciation and amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Prepayments | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Advance from customers | ( | ) | ||||||
| Payroll payable | ( | ) | ( | ) | ||||
| Tax payable | ( | ) | ( | ) | ||||
| Other payables | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCIING ACTIVITIES | ||||||||
| Proceeds from related parties | ||||||||
| Repayment from (loan to) related parties | ( | ) | ||||||
| Cash provided by (used in) financing activities | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE ON CASH | ||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
BITMIS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
(Unaudited)
1. ORGANIZATION AND BUSINESS
Bitmis Corp., via the PRC affiliated entity Liaoning Kangbaier Biotechnology Development Co., Ltd. (“Liaoning Kangbaier”), engages in the research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials as well as the production, distribution marketing and sales of natural β -carotene health food products.
On December 30, 2022, the Company entered into
a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”)
which indirectly wholly owns Liaoning Kangbaier, a limited liability company incorporated in British Virgin Islands on September 23, 2020
and (ii) the shareholders of Cambell International (the “Cambell Shareholders”) to acquire all the issued and outstanding
capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of
Contractual Arrangements
The Company, through its wholly-owned foreign subsidiary, WFOE in the PRC, Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd., entered into a series of contractual arrangements with Liaoning Kangbaier (collectively known as “the VIE”) and its respective shareholders that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. As PRC laws and regulations prohibit and restrict foreign ownership of business in certain industries, while it has not been definitely determined by the Company that operates in an industry that is subject to such constraints over foreign ownership, the Company’s management has elected to operates its business, primarily through the VIE to mitigate the risk of being subject to such regulation. As such, Liaoning Kangbaier is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. The material terms of the VIE Agreements are summarized as follows:
Consulting Service Agreement
Pursuant to the terms of the Exclusive Consulting
and Service Agreement dated November 27 2022, between Baijiakang Consulting and Kangbaier Liaoning (the “Consulting Service Agreement”),
Baijiakang Consulting is the exclusive consulting and service provider to Kangbaier Liaoning to provide business-related software research
and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving
services; employees training services; technology development and sublicensing services; public relations services; market investigation,
research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing
events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services;
and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount
after Kangbaier Liaoning’s profit before tax in the corresponding year deducts Kangbaier Liaoning’s losses, if any, in the
previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident
fund. Kangbaier Liaoning agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without
prior written consent from Baijiakang Consulting. In addition, Baijiakang Consulting may transfer its rights and obligations under the
Consulting Service Agreement to Baijiakang Consulting’s affiliates without Kangbaier Liaoning’s consent, but Baijiakang Consulting
shall notify Kangbaier Liaoning of such transfer. This Agreement is valid for a term of
5
The foregoing summary of the Consulting Service Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Consulting Service Agreement, which is filed as Exhibit 10.2 to this Form 8-K.
Business Operation Agreement
Pursuant to the terms of the Business Operation
Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning and the shareholders of Kangbaier Liaoning (the “Business
Operation Agreement”), Kangbaier Liaoning has agreed to subject the operations and management of its business to the control
of Baijiakang Consulting. According to the Business Operation Agreement, Kangbaier Liaoning is not allowed to conduct any transactions
that has substantial impact upon its operations, assets, rights, obligations and personnel without the Baijiakang Consulting’s written
approval. The shareholders of Kangbaier Liaoning and Kangbaier Liaoning will take Baijiakang Consulting’s advice on appointment
or dismissal of directors, employment of Kangbaier Liaoning’s employees, regular operation, and financial management of Kangbaier
Liaoning. The shareholders of Kangbaier Liaoning have agreed to transfer any dividends, distributions or any other profits that they receive
as the shareholders of Kangbaier Liaoning to Baijiakang Consulting without consideration. The Business Operation Agreement is valid for
a term of
The foregoing summary of the Business Operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Business Operation Agreement, which is filed as Exhibit 10.3 to this Form 8-K.
Proxy Agreement
Pursuant to the terms of the Proxy Agreements
dated November 27, 2022, among Baijiakang Consulting, and the shareholders of Kangbaier Liaoning (each, the “Proxy Agreement”,
collectively, the “Proxy Agreements”), each shareholder of Kangbaier Liaoning has irrevocably entrusted his/her shareholder
rights as Kangbaier Liaoning’s shareholder to Baijiakang Consulting , including but not limited to, proposing the shareholder meeting,
accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling
or transferring the shares held by such shareholder, for
The foregoing summary of the Proxy Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the Proxy Agreements, which are filed as Exhibit 10.4 to this Form 8-K.
Equity Disposal Agreement
Pursuant to the terms of the Equity Disposal Agreement
dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning, and the shareholders of Kangbaier Liaoning (the “Equity
Disposal Agreement”), the shareholders of Kangbaier Liaoning granted Baijiakang Consulting or its designees an irrevocable and
exclusive purchase option (the “Option”) to purchase Kangbaier Liaoning’s all or partial equity interests and/or
assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Baijiakang Consulting’s
discretion in full or in part, to the extent permitted by PRC law. The shareholders of Kangbaier Liaoning agreed to give Kangbaier Liaoning
the total amount of the exercise price as a gift, or in other methods upon Baijiakang Consulting’s written consent to transfer the
exercise price to Kangbaier Liaoning. The Equity Disposal Agreement is valid for a term of
6
The foregoing summary of the Equity Disposal Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Equity Disposal Agreement, which is filed as Exhibit 10.5 to this Form 8-K.
Equity Pledge Agreement
Pursuant to the terms of the Equity Pledge Agreement dated November 27, 2022, among Baijiakang Consulting and the shareholders of Kangbaier Liaoning (the “Pledge Agreement”), the shareholders of Kangbaier Liaoning pledged all of their equity interests in Kangbaier Liaoning to Baijiakang Consulting, including the proceeds thereof, to guarantee Kangbaier Liaoning’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, a “Agreement”, collectively, the “Agreements”). If Kangbaier Liaoning or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Baijiakang Consulting, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Kangbaier Liaoning. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Baijiakang Consulting’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.
The foregoing summary of the Equity Pledge Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Equity Pledge Agreement, which is filed as Exhibit 10.6 to this Form 8-K.
Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation.
The accompanying consolidated financial statements reflect the activities of each of the following entities of the Company:
| Name | Background | Ownership | |||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
| ● | |||||
7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2023, and results of operations and cash flows for the nine-month periods ended March 31, 2023 and 2022. The unaudited interim condensed consolidated balance sheet as of June 30, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended June 30, 2022 and 2021, and related notes included in the Company’s audited consolidated financial statements.
Principle of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.
In assessing the Company’s liquidity, the
Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s
liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of March 31,
2023, the Company’s current liabilities exceeded the current assets by $
In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity.
On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties.
These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
8
Liquidity
The Company had a working deficit of $
The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. In addition, the existing major shareholder committed not to request for repayment of the amount due to shareholders by March 31, 2023. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.
Use of Estimates
The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.
In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time.
In early May 2023, the World Health Organization International Health Regulations Emergency Committee announced that the Public Health Emergency of International Concern (the “Committee”) should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread.
Fair Value of Financial Instruments
U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:
Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - include other inputs that are directly or indirectly observable in the market place.
Level 3 - unobservable inputs which are supported by little or no market activity.
The carrying value of the Company’s financial instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their fair value due to their short maturities.
9
In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.
As of March 31, 2023 and June 30, 2022, the Company had no investments in financial instruments.
Cash
Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.
Cash denominated in RMB with a U.S. dollar equivalent
of $
Accounts Receivable, Net and Allowance for Doubtful Accounts
Accounts receivable represents the revenue earned
from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s
best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection
have been exhausted and the likelihood of collection is not probable. For the year ended June 30, 2022, the Company adopted ASU 2016-
13, “Financial Instruments - Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including
certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU
2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based
on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s
estimation of allowance for doubtful accounts considers factors such as historical credit loss experience, age of receivable balances,
current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables
due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company
assesses collectibility by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific
receivables no longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure
is probable or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially
through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting date,
adjusted for selling costs as appropriate. The balance of allowance of March 31, 2023 and June 30, 2022 were $
Inventory
Inventory primarily consists of 1) raw materials, primarily ingredients such as carrots, 2) finished goods, primarily β-carotene series products including carrot juice, carrot meal and carrot noodle, and 3) miscellaneous such as packages.
Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead.
Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
10
Property, Plant and Equipment
Property, plant and equipment, net is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
| Useful Lives | ||||
| Categories | (Years) | |||
| Furniture and equipment | ||||
| Machinery | ||||
| Motor vehicles | ||||
Expenditure for maintenance and repairs is expended as incurred.
The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of income and comprehensive income.
Impairment of Long-lived Assets
In accordance with ASC 360-10-35, the Company
reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets subject to
amortization, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that
will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the
recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment
loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition
of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying
amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable
market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results
and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s
business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value
of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of
the assets exceed the fair value of the assets. Impairment of $
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption.
The Company recognizes revenues when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements.
The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.
11
Judgment is used in determining: (1) whether the financing component in the sales agreement is significant and, if so, (2) the discount rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on the timing of payments agreed to by the parties to the contract that provides the customer with a significant benefit of financing. If determined to be significant, the Company adjusts the promised amount of consideration for the effects of the time value of money.
Judgment is also used in assessing whether the long-term accounts receivable results in variable consideration and, if so, the amount to be included in the transaction price. The Company applies the portfolio approach to estimating the amount of variable consideration in these arrangements using the most likely amount method that is based on the Company’s historical collection experience under similar arrangements.
Based on the above significant judgments, the financing component, arising from the long-term accounts receivable was recognized as financing revenue over the time of payment. There was no financing revenue for the nine months ended March 31, 2023 and 2022, respectively.
The Company is in traditional production business operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products. There is no warranty and return policy for the customers.
There are two revenue streams within the Company’s operations: (1) sales of health products which constitutes the majority of the revenues, and (2) others.
| For the Nine Months Ended | ||||||||
| 2023 | 2022 | |||||||
| Sales | Sales | |||||||
| Health product sales | $ | $ | ||||||
| Others | ||||||||
| Total revenues | $ | |||||||
There is no variable consideration and non-cash consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation. The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products. Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price).
There is no contract asset that the Company has right to consideration in exchange for the product sales that the Company has transferred to customers. Such right is not conditional on something other than the passage of time.
The standard warranty included in the price of the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control over the products, and the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation.
Practical expedients and exemption
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and when the customers pay for those deliverables will be more than one year.
Advertising and Promotional Expenses
Advertising costs are expensed as incurred and
included in selling expenses. Advertising costs amounted to $
12
Income Tax
The Company’s subsidiary in China are subject to the income tax laws of the relevant tax jurisdiction. No taxable income was generated outside the PRC for the nine months ended March 31, 2023 and 2022. The Company accounts for income tax in accordance with U.S. GAAP.
Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive loss in the period of the enactment of the change.
The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.
An uncertain 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 amount recognized is the largest amount of tax benefit that is greater than
Value Added Tax
The Company was subject to VAT at the rate of
Earnings Per Share
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
Diluted EPS includes the effect from potential issuance of ordinary shares. There was no potentially dilutive share to be issued during the nine months ended March 31, 2023 and 2022.
13
Related Parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign Currency and Foreign Currency Translation
The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss.
The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.
Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:
| Balance sheet items, except for equity accounts | |||
| March 31, 2023 | |||
| June 30, 2022 | |||
| Income statement and cash flows items | |||
| For the nine months ended March 31, 2023 | |||
| For the nine months ended March 31, 2022 |
Segment reporting
The Company’s management reviews the consolidated
results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has
only
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
14
Recent Accounting Pronouncements
The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC.
In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business entities. The Company is still evaluating the impact of the accounting standard of credit losses on the Company’s consolidated financial statements and related disclosures.
On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January 1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures.
In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows.
3. ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
| March 31, 2023 |
June 30, 2022 |
|||||||
| Accounts receivable | ||||||||
| Less: allowance for doubtful accounts | ( |
) | ( |
) | ||||
| Accounts receivable, net | ||||||||
15
The following table sets forth the movement of allowance for doubtful accounts:
| March 31, 2023 | June 30, 2022 | |||||||
| Beginning | $ | $ | ||||||
| Additions | ||||||||
| Write off | ( | ) | ||||||
| Exchange rate different | ( | ) | ( | ) | ||||
| Balance | $ | $ | ||||||
4. PREPAYMENTS
Prepayments consist of the following:
| March
31, 2022 | June 30, 2022 | |||||||
| Prepayments for inventory | $ | $ | ||||||
| Prepayment | $ | $ | ||||||
5. OTHER RECEIVABLE
Other receivable consists of the following:
| March 31, 2023 | June 30, 2022 | |||||||
| Receivables from third party companies | $ | $ | ||||||
| Loans receivable from employees | ||||||||
| Other receivable - current | $ | $ | ||||||
| March 31, 2023 | June 30, 2022 | |||||||
| Other receivable - long term | $ | $ | ||||||
Receivables from third party companies are interest
free and due on demand. Loans receivable from employees are interest free and due on demand. $
6. INVENTORY
Inventory consisted of the following:
| March 31, 2023 | June 30, 2022 | |||||||
| Raw materials, parts, and components | $ | $ | ||||||
| Finished goods | ||||||||
| Miscellaneous supplies | ||||||||
| Inventory | $ | $ | ||||||
16
7. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following:
March 31, 2023 | June 30, 2022 | |||||||
| Vehicle | $ | $ | ||||||
| Office equipment | ||||||||
| Machinery, equipment, and tools | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Impairment on equipment | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation expenses charged to the consolidated
statements of income and comprehensive income for the nine months ended March 31, 2023 and 2022 were $
8. ADVANCE FROM CUSTOMERS
Changes in advance from customers as follows:
| March 31, | June 30, | |||||||
| 2023 | 2022 | |||||||
| Advance from customers, beginning of the period | $ | $ | ||||||
| Revenue deferred during the period | ||||||||
| Advances refunded to customers | ( | ) | ||||||
| Advance from clients, end of the period | $ | $ | ||||||
9. OTHER PAYABLES
Other payables consist of the following:
March 31, 2023 | June 30, 2022 | |||||||
| Loans payable | $ | $ | ||||||
| Other | ||||||||
| Other payables | $ | $ | ||||||
Loans payable are interest free and due on demand.
17
10. AMOUNTS DUE FROM AND DUE TO RELATED PARTIES
| Note | March 31, 2023 | June 30, 2022 | ||||||||
| Amounts due from related parties: | ||||||||||
| Duolun Kangbaier Biotechnology Co. LTD | (a) | $ | $ | |||||||
| Panjin Kangying Health Food Co., LTD | (a) | |||||||||
| Liaoning Baijiakang Health Technology Co. LTD | (a) | |||||||||
| Ms. Xiuzhi Sun | (b) | |||||||||
| Ms. Xiuhua Sun | (c) | |||||||||
| Mr. Yuewen Sun | (d) | |||||||||
| Mr. Zengwen Wang | (e) | |||||||||
| Mr. Mingkai Cao | (f) | |||||||||
| Total | $ | $ | ||||||||
| Amounts due to related parties: | ||||||||||
| Jilin Kangbaier Biotechnology Co., LTD | (a) | $ | $ | |||||||
| Panjin Double Eagle Green Health Food Co. LTD | (g) | |||||||||
| Panjin Double Eagle Weishi Green Health Food Co. LTD | (g) | |||||||||
| Liaoning Baijiakang Health Technology Co. LTD | (a) | |||||||||
| Mr. Zengwen Wang | (e) | |||||||||
| Ms. Xiuhua Sun | (c) | |||||||||
| Ms. Xiuzhi Sun | (b) | |||||||||
| Total | $ | $ | ||||||||
| (a) |
| (b) | Ms. Xiuzhi Sun is the Chief Executive Officer and Chief Financial Officer, as well as the shareholder of the Company. The amount due from Ms. Xiuzhi Sun was wholly settled by September 2022.
As of March 31, 2023, there is a amount of $_______ due to Ms. Xiuzhi Sun that is interest free, unsecured, and due demand without an agreement. The Company used the funds borrowed from Ms. Xiuzhi Sun to fund its operations. |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
18
11. INCOME TAXES
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
PRC
Under the Enterprise Income Tax (“EIT”)
Law, which has been effective since January 1, 2008, domestic enterprises and foreign invested enterprises (the “FIEs”) are
subject to a unified
For the nine months ended March 31, 2023 and 2022, a reconciliation of the income tax expense determined at the statutory income tax rate to the Company’s income taxes is as follows:
| For the nine months ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| PRC preferential income tax rate | % | % | ||||||
| Income tax credit computed at statutory corporate income tax rate | ( | ) | ( | ) | ||||
| Reconciling items: | ||||||||
| Non-deductible expenses | ||||||||
| Change in valuation allowance | ||||||||
| Income tax expense | $ | $ | ||||||
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions for the nine months ended March 31, 2023 and 2022, the Company had no unrecognized tax benefits.
12. CHINA CONTRIBUTION PLAN
The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions.
19
13. CONCENTRATIONS AND CREDIT RISK
(a) Concentrations
In the nine months ended March 31, 2023,
As of March 31, 2023,
As of March 31, 2023,
(b) Credit risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of March 31, 2023, and June 30, 2022, substantially all of the Company’s cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.
For the credit risk related to trade accounts receivable, which are unsecured in nature, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations; however, there is the extremely remote chance that all trade receivables may be become uncollectible.
14. COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of business, the Company may be subject to certain legal proceedings, claims and disputes that arise from the business operations. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of March 31, 2023, the Company had no outstanding lawsuits or claims.
15. SUBSEQUENT EVENT
The Company has assessed all events subsequent to March 31, 2023, and up to May 22, 2023, the date that these unaudited condensed consolidated financial statements were available to be issued. There are no material subsequent event to disclose in these unaudited condensed consolidated financial statements for which management is aware.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
On December 30, 2022, we entered into a share exchange agreement (the “Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”), a limited liability company incorporated in the British Virgin Islands on September 23, 2020; and (ii) the shareholders of Cambell International (the “Cambell Shareholders”) to acquire all of the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the “Shares”) of our common stock and the transfer by Ms. Xiaoyan Yuan, who was, at the time, our sole officer and director and the holder of 90% of the voting rights in our Company, to the Cambell Shareholders of 9,000,000 shares of our Series A Preferred Stock owned by her (the “Reverse Acquisition”). The Reverse Acquisition was closed on December 30, 2022. As a result of the Reverse Acquisition, Cambell International became our wholly-owned subsidiary.
Following the consummation of the Reverse Acquisition, we engage in the research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials and the production, distribution, marketing and sales of natural β -carotene health food products through our China-based VIE and its subsidiaries. Natural β -carotene is a safe source of vitamin A which is an essential nutrient important for vision, growth, cell division, reproduction and immunity as well as containing antioxidant properties which offer protection from diabetes, heart disease and cancer.
Through our 100% ownership of Cambell International, we hold the following entities:
| Win&win Industrial Development Limited | ● | A British Virgin Islands company | 100% | ||
| (“Win&win”) | ● | Principal activities: Investment holding | |||
| BJK Holding Group Limited | ● | A Hong Kong company | 100% | ||
| (“BJK Holding”) | ● | Principal activities: Investment holding | |||
| Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd | ● | A PRC limited liability company and deemed a wholly foreign-invested enterprise (“WFOE”) | 100% | ||
| (“Baijiakang Consulting”) | ● | Principal activities: Consultancy and information technology support | |||
| LiaoNing KangBaiEr Biotechnology Development Co., Ltd. | ● | A PRC limited liability company |
VIE by contractual arrangements | ||
| (“Liaoning Kangbaier”) | ● | Incorporated on September 22, 2015 | |||
| ● | Principal activities: research and development of extraction processes of natural β - carotene, the planting and harvesting of raw materials as well as the production, distribution, marketing and sales of natural β -carotene health food products | ||||
| Doron KangBaier Biotechnology Co. LTD |
●
● |
A PRC limited liability company
Principal activities: research and support |
100% owned by LiaoNing KangBaiEr | ||
| LiaoNing BaiJiaKang Health Technology Co. LTD |
●
● |
A PRC limited liability company
Principal activities: promotion and support |
100% owned by LiaoNing KangBaiEr |
Pursuant to the Reverse Acquisition, Cambell International is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements prior to the Reverse Acquisition are those of Cambell International and its consolidated subsidiaries and are recorded at the historical cost basis of Cambell International, and the consolidated financial statements after consummation of the Reverse Acquisition include the assets and liabilities of Cambell International and its subsidiaries and VIE, historical operations of Cambell International and its subsidiaries and VIE and operations of Bitmis Corp. from the closing date of the Reverse Acquisition.
21
Results of Operations
Nine months ended March 31, 2023 compared to nine months ended March 31, 2022
The following table sets forth key components of our results of operations during the nine months ended March 31, 2023 and 2022, both in dollars and as a percentage of our revenue.
| Nine Months ended March 31, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Amount | of Revenue | Amount | of Revenue | |||||||||||||
| Revenues | 340,920 | 100.00 | % | 739,642 | 100.00 | % | ||||||||||
| Cost of revenues | (272,641 | ) | (79.97 | )% | (499,802 | ) | (67.57 | )% | ||||||||
| Gross profit | 68,279 | 20.03 | % | 239,840 | 32.43 | % | ||||||||||
| Operating expenses | ||||||||||||||||
| Selling expenses | (10,614 | ) | (3.11 | )% | (131,443 | ) | (17.77 | )% | ||||||||
| General and administrative expenses | (412,247 | ) | (120.92 | )% | (469,234 | ) | (63.45 | )% | ||||||||
| Loss from operations | (354,582 | ) | (104.00 | )% | (360,837 | ) | (48.79 | )% | ||||||||
| Other Income (expense) | ||||||||||||||||
| Other incomes | 25,952 | 7.61 | % | 6,929 | 0.94 | % | ||||||||||
| Other expenses | (4,898 | ) | (1.44 | )% | (298 | ) | (0.04 | )% | ||||||||
| Net loss before taxes | (333,528 | ) | (97.83 | )% | (354,206 | ) | (47.89 | )% | ||||||||
| Income tax expenses | - | - | - | - | ||||||||||||
| Net loss | (333,528 | ) | (97.83 | )% | (354,206 | ) | (47.89 | )% | ||||||||
Revenues. Our revenues were $340,920 for the nine months ended March 31, 2023, representing a decrease of $398,722 or 54% from $739,642 for the nine months ended March 31, 2022. There are two revenue streams within the Company’s operations: (1) normal product sales of carotene which constitutes the majority of the revenues, and (2) others. The decrease was mainly due to the explosion of COVID-19 which affected the business operations during the nine months ended March 31, 2023.
The following table summarizes our revenues by revenue streams for the nine months ended March 31, 2023 and 2022:
| Nine Months ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Sales | Sales | |||||||
| Normal product sales | $ | 340,920 | $ | 739,642 | ||||
| Others | - | - | ||||||
| Total revenues | $ | 340,920 | $ | 739,642 | ||||
Cost of revenues. Our cost of revenues was $272,641 for the nine months ended March 31, 2023 compared to $_____ for the same period last year. Cost of revenue refers to the cost of material and labor cost, direct material and overhead costs. The decrease was in line with the revenue.
Gross profit and gross margin. Our gross profit was $68,279 for the nine months ended March 31, 2023, compared with a gross profit of $239,840 for the same period last year. The gross margin was decreased from 32.43% during 2022 to 20.03% during 2023. The decrease was in line with the business decline.
Selling expenses. As shown below, our selling expenses consist primarily of compensation and benefits to our selling department and other expenses incurred in connection with general operations. Our selling expenses decreased by $120,829 to $10,614 for the nine months ended March 31, 2023, from $131,443 for the same period 2022. The decrease due to the advertising fee decreased by $112,076 for the nine months ended March 31, 2023. The decreases were mainly in line with the decline of revenue.
| March 31, 2023 | March 31, 2022 | Fluctuation | ||||||||||||||||||||||
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |||||||||||||||||||
| Advertising fee | 8,446 | 79.57 | % | 120,521 | 91.69 | % | (112,075 | ) | (92.99 | )% | ||||||||||||||
| Others | 2,168 | 20.43 | % | 9,352 | 7.11 | % | (7,184 | ) | (76.82 | )% | ||||||||||||||
| Total selling expenses | $ | 10,614 | 100.00 | % | $ | 131,443 | 100.00 | % | $ | (120,829 | ) | (91.93 | )% | |||||||||||
General and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $56,987 to $412,246 for the nine months ended March 31, 2023, from $469,233 for the same period in 2022. The decrease was mainly due to the decline of office expense $90,922 for the nine months ended March 31, 2023. The decrease was mainly in line with the decline of revenue.
22
| March 31, 2023 | March 31, 2022 | Fluctuation | ||||||||||||||||||||||
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |||||||||||||||||||
| Salary and Social Insurance | $ | 161,324 | 39.13 | % | $ | 211,674 | 45.11 | % | $ | (50,350 | ) | (23.79 | )% | |||||||||||
| Business entertainment | 21,793 | 5.29 | % | 10,061 | 2.14 | % | 11,732 | 116.60 | % | |||||||||||||||
| Depreciation and amortization | 14,272 | 3.46 | % | 50,218 | 10.70 | % | (35,946 | ) | (71.58 | )% | ||||||||||||||
| Office expenses | 15,464 | 3.75 | % | 106,386 | 22.67 | % | (90,922 | ) | (85.46 | )% | ||||||||||||||
| Professional fee | 181,522 | 44.03 | % | 73,605 | 15.69 | % | 107,917 | 146.62 | % | |||||||||||||||
| Bad debt write-off | (21,977 | ) | (4.68 | )% | 21,977 | (100.00 | )% | |||||||||||||||||
| Travel fee | 7,293 | 1.77 | % | 10,831 | 2.31 | % | (3,538 | ) | (32.67 | )% | ||||||||||||||
| Other | 10,579 | 2.57 | % | 28,436 | 6.06 | % | (17,857 | ) | (62.80 | )% | ||||||||||||||
| Total general and administrative expenses | $ | 412,247 | 100.00 | % | $ | 469,234 | 100.00 | % | $ | (56,987 | ) | (12.14 | )% | |||||||||||
Income tax expense. Our income tax expense was nil for the nine months ended March 31, 2023 and 2022.
Net loss. As a result of the cumulative effect of the factors described above, our net loss was $333,528 for the nine months ended March 31, 2023 and net loss $354,206 for the nine months ended March 31, 2022.
Three months ended March 31, 2023 compared to three months ended March 31, 2022
The following table sets forth key components of our results of operations during the three months ended March 31, 2023 and 2022, both in dollars and as a percentage of our revenue.
| Three Months ended March 31, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Amount | of Revenue | Amount | of Revenue | |||||||||||||
| Revenues | 54,647 | 100.00 | % | 148,844 | 100.00 | % | ||||||||||
| Cost of revenues | (39,994 | ) | (73.19 | )% | (99,206 | ) | (66.65 | )% | ||||||||
| Gross profit | 14,653 | 26.81 | % | 49,638 | 33.35 | % | ||||||||||
| Operating expenses | ||||||||||||||||
| Selling expenses | (9,383 | ) | (17.16 | )% | (37,904 | ) | (25.47 | )% | ||||||||
| General and administrative expenses | (105,084 | ) | (192.30 | )% | (119,920 | ) | (80.57 | )% | ||||||||
| Loss from operations | (99,814 | ) | (182.65 | )% | (108,186 | ) | (72.68 | )% | ||||||||
| Other Income (expense) | ||||||||||||||||
| Other incomes | 1,001 | 1.83 | % | 4,105 | 2.75 | % | ||||||||||
| Other expenses | - | - | - | - | ||||||||||||
| Net loss before taxes | (98,813 | ) | (180.82 | )% | (104,081 | ) | (69.93 | )% | ||||||||
| Income tax expenses | - | - | - | - | ||||||||||||
| Net loss | (98,813 | ) | (180.82 | )% | (104,081 | ) | (69.93 | )% | ||||||||
Revenues. Our revenues were $54,647 for the three months ended March 31, 2023 representing a decrease of $94,197 or 63% from $148,844 for the three months ended March 31, 2022. There are two revenue streams within the Company’s operations: (1) normal product sales of carotene which constitutes the majority of the revenues, and (2) others. The decrease was mainly due to the explosion of COVID-19 which affected the business operations during the three months ended March 31, 2023.
23
The following table summarizes our revenues by revenue streams for the three months ended March 31, 2023 and 2022:
| Three Months ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Sales | Sales | |||||||
| Normal product sales | $ | 54,647 | $ | 148,844 | ||||
| Others | - | - | ||||||
| Total revenues | $ | 54,647 | $ | 148,844 | ||||
Cost of revenues. Our cost of revenues was $39,994 for the three months ended March 31, 2023 compared to $99,206 for the same period last year. Cost of revenue refers to the cost of material and labor cost, direct material and overhead costs. The decrease was in line with the revenue.
Gross profit and gross margin. Our gross profit was $14,653 for the three months ended March 31, 2023 compared with a gross profit of $49,638 for the same period last year. The gross margin decreased from 33.35% during 2022 to 26.81% during 2023. The decrease was in line with the business decline.
Selling expenses. As shown below, our selling expenses consist primarily of compensation and benefits to our selling department and other expenses incurred in connection with general operations. Our selling expenses decreased by $9,620 to $9,383 for the three months ended March 31, 2023 from $ 37,904 for the same period 2022. The decrease was primarily due to the advertising fee decrease by $18,901 for the three months ended March 31, 2022. The decreases were mainly in line with the decline of revenue.
| March 31, 2023 | March 31, 2022 | Fluctuation | ||||||||||||||||||||||
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |||||||||||||||||||
| Advertising fee | 8,137 | 86.72 | % | 27,038 | 71.33 | % | (18,901 | ) | (69.91 | )% | ||||||||||||||
| Others | 1,246 | 13.28 | % | 10,866 | 28.67 | % | (9,620 | ) | (88.53 | )% | ||||||||||||||
| Total selling expenses | $ | 9,383 | 100.00 | % | $ | 37,904 | 100.00 | % | $ | (28,521 | ) | (75.25 | )% | |||||||||||
General and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $14,836 to $105,084 for the three months ended March 31, 2023 from $119,920 for the same period in 2022. The decrease was mainly due to the decline of salary and social insurance $52,788 for the three months ended March 31, 2023. The decrease was mainly in line with the decline of business operation.
| March 31, 2023 | March 31, 2022 | Fluctuation | ||||||||||||||||||||||
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |||||||||||||||||||
| Salary and Social Insurance | $ | 41,155 | 39.16 | % | $ | 93,943 | 78.34 | % | $ | (52,788 | ) | (56.19 | )% | |||||||||||
| Business entertainment | 15,344 | 14.60 | % | 2,619 | 2.18 | % | 12,725 | 485.80 | % | |||||||||||||||
| Depreciation and amortization | 4,817 | 4.58 | % | 5,567 | 4.64 | % | (750 | ) | (13.48 | )% | ||||||||||||||
| Office expenses | 4,475 | 4.26 | % | 11,195 | 9.34 | % | (6,720 | ) | (60.03 | )% | ||||||||||||||
| Professional fee | 33,449 | 31.83 | % | 1,232 | 1.03 | % | 32,217 | 2,615.01 | % | |||||||||||||||
| Bad debt write-off | - | - | (209 | ) | (0.17 | )% | 209 | (100.00 | )% | |||||||||||||||
| Travel fee | 4,294 | 4.09 | % | 3,370 | 2.81 | % | 924 | 27.41 | % | |||||||||||||||
| Other | 1,550 | 1.48 | % | 2,203 | 1.83 | % | (653 | ) | (29.59 | )% | ||||||||||||||
| Total general and administrative expenses | $ | 105,084 | 100.00 | % | $ | 119,920 | 100.00 | % | $ | (14,836 | ) | (12.37 | )% | |||||||||||
Income tax expense. Our income tax expense was nil for the three months ended March 31, 2023 and 2022.
Net loss. As a result of the cumulative effect of the factors described above, our net loss was $98,813 for the three months ended March 31, 2023 and a net loss $104,081 for the three months ended March 31, 2022.
24
Liquidity and Capital Resources
The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through short-term and long-term commercial bank loans from Chinese banks, as well as its ongoing operating activities by using funds from loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.
The following table set forth a summary of its cash flows for the periods indicated:
| For the Nine Months Ended | ||||||||
| March 31, | ||||||||
| 2023 | 2022 | |||||||
| Net cash (used in) provided by operating activities | $ | (10,351,077 | ) | $ | 3,037,338 | |||
| Net cash used in investing activities | (1,171 | ) | (100,486 | ) | ||||
| Net cash provided by (used in) financing activities | $ | 10,097,755 | $ | (2,923,200 | ) | |||
Operating Activities
Net cash used in operating activities was $10,351,077 for the nine months ended March 31, 2023, as compared to $3,037,338 net cash provided by operating activities for the nine months ended March 31, 2022.
The net cash provided by operating activities for the nine months ended March 31, 2023 was mainly due to our net loss of $333,528, a decrease in advance from customers of $6,387,705 and a decrease in other payables of $4,024,516, partially offset by a decrease in other receivable of $855,363. The net cash used in operating activities for the nine months ended March 31, 2022 was mainly due to our net loss of $354,206, an increase in other receivable of $397,540, and partially offset by an increase in advance from customers of $3,737,685.
Investing Activities
Net cash used in investing activities was $1,171 for the nine months ended March 31, 2023, as compared to $100,486 net cash used in investing activities for the nine months ended March 31, 2022. The net cash used in investing activities was mainly attributable to purchase of property and equipment for the nine months ended March 31, 2023 and 2022.
Financing Activities
Net cash provided by financing activities was $10,097,755 for the nine months ended March 31, 2023, as compared to $2,923,200 net cash used in financing activities for the nine months ended March 31, 2022. The net cash provided by financing activities was mainly attributable to advances from related parties for the nine months ended March 31, 2023. The net cash used in financing activities was mainly attributable to repayment to related parties for the nine months ended March 31, 2022.
Contractual Obligations
The Company had no short-term and long-term bank loans as of March 31, 2023 and March 31, 2022.
25
Off-Balance Sheet Transactions
We do 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.
Critical Accounting Policies
We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
See Note 2 to the financial statements included herewith.
Recent Accounting Pronouncements
See Note 2 to the financial statements included herewith
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to respond to this item.
Item 4. Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Controls over Financial Reporting
There was no change in our internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, eases certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.
26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
Item 1a. Risk Factors
As a smaller reporting company, we are not required to respond to this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures.
Not applicable
ITEM 5. OTHER INFORMATION
None
Item 6. Exhibits
The following exhibits are included as part of this report:
| 31.1 | Certification of Principal Executive and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended* | |
| 32.1 | Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted 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 herewith. |
27
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 thereunto duly authorized.
CAMBELL INTERNATIONAL HOLDING CORP., formerly known as BITMIS CORP. | |||
| November 9, 2023 | By: | /s/ Sun Xiuzhi | |
| Date | Sun Xiuzhi, Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| November 9, 2023 | By: | /s/ Sun Xiuzhi | |
| Date | Sun Xiuzhi, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | |||
28
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Xiuzhi Sun, certify that:
| 1. | I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Cambell International Holding Corp. (the “Report”); and |
| 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. |
| Dated: November 9, 2023 | By: | /s/ Xiuzhi Sun |
| Xiuzhi Sun | ||
| Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment No. 1 to Quarterly Report of Cambell International Holding Corp. (the “Company”) on Form 10-Q/A for the quarter ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiuzhi Sun, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) 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 result of operations of the Company. |
| Dated: November 9, 2023 | By: | /s/ Xiuzhi Sun |
| Xiuzhi Sun | ||
| Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer and | ||
| Principal Financial Officer) |
Document And Entity Information - shares |
9 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
May 22, 2023 |
|
| Document Information Line Items | ||
| Entity Registrant Name | CAMBELL INTERNATIONAL HOLDING CORP. | |
| Trading Symbol | N/A | |
| Document Type | 10-Q/A | |
| Current Fiscal Year End Date | --06-30 | |
| Entity Common Stock, Shares Outstanding | 7,250,750 | |
| Amendment Flag | true | |
| Amendment Description | This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 of Bitmis Corp. (now known as Cambell International Holding Corp.) (the “Company”), originally filed with the U.S. Securities and Exchange Commission (“SEC”) on May 22, 2023 (the “Original Report”). The purpose of this Amendment is to accurately reflect on the cover page of the Original Report that the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The fiscal year in which the Company’s registration statement was declared effective ended on June 30, 2017. No shares were sold pursuant to that registration statement. The Company’s reporting obligation under Section 15(d) of the Exchange Act was automatically suspended as of July 1, 2017 as it had fewer than 300 shareholders of record. The Company has been filing periodic reports on a voluntary basis, and continues to do so.This Amendment further reflects that the Company qualifies as an emerging growth company as it consistently has had total annual gross revenues of less than $1.235 billion and none of the events that would cause termination of its status as an emerging growth company has occurred.This Amendment does not amend, modify or otherwise update any other information in the Original Report. In addition, this Amendment does not reflect events that may have occurred subsequent to the date of the Original Report. | |
| Entity Central Index Key | 0001678848 | |
| Entity Current Reporting Status | No | |
| Entity Filer Category | Non-accelerated Filer | |
| Document Period End Date | Mar. 31, 2023 | |
| Document Fiscal Year Focus | 2023 | |
| Document Fiscal Period Focus | Q3 | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Shell Company | false | |
| Entity Ex Transition Period | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Entity File Number | 333-214469 | |
| Entity Incorporation, State or Country Code | NV | |
| Entity Tax Identification Number | 98-1310024 | |
| Entity Address, Address Line One | 1-17-1 Zhaojia Road | |
| Entity Address, Address Line Two | Xinglongtai District | |
| Entity Address, City or Town | Panjin City, | |
| Entity Address, State or Province | CT | |
| City Area Code | +86 | |
| Local Phone Number | 15842767931 | |
| Title of 12(b) Security | None | |
| Security Exchange Name | NONE | |
| Entity Interactive Data Current | Yes | |
| Entity Address, Postal Zip Code | 00000 |
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) |
Mar. 31, 2023 |
Jun. 30, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Accounts receivable, net allowance for doubtful accounts (in Dollars) | $ 61,263 | $ 62,804 |
| Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
| Preferred stock, issued shares | 10,000,000 | 0 |
| Preferred stock, outstanding shares | 10,000,000 | 0 |
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, authorized Shares | 75,000,000 | 75,000,000 |
| Common stock, issued shares | 7,250,750 | 6,250,750 |
| Common stock, outstanding Shares | 7,250,750 | 6,250,750 |
Condensed Consolidated Statements of Loss and Comprehensive Income (Loss) (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Income Statement [Abstract] | ||||
| REVENUES | $ 54,647 | $ 148,844 | $ 340,920 | $ 739,642 |
| COST OF REVENUES | 39,994 | 99,206 | 272,641 | 499,802 |
| GROSS PROFIT | 14,653 | 49,638 | 68,279 | 239,840 |
| OPERATING EXPENSES | ||||
| Selling expenses | 9,383 | 37,904 | 10,614 | 131,443 |
| General and administrative expenses | 105,084 | 119,920 | 412,247 | 469,234 |
| Total operating expenses | 114,467 | 157,824 | 422,861 | 600,677 |
| LOSS FROM OPERATIONS | (99,814) | (108,186) | (354,582) | (360,837) |
| OTHER INCOME (EXPENSE), NET | ||||
| Other incomes | 1,001 | 4,105 | 25,952 | 6,929 |
| Other expenses | (4,898) | (298) | ||
| Total other income net | 1,001 | 4,105 | 21,054 | 6,631 |
| NET LOSS BEFORE INCOME TAX | (98,813) | (104,081) | (333,528) | (354,206) |
| Income tax expense | ||||
| NET LOSS | (98,813) | (104,081) | (333,528) | (354,206) |
| Other comprehensive income (loss): | ||||
| Foreign currency translation income (loss) | (10,921) | (3,822) | 286,385 | (30,699) |
| Total comprehensive income (loss) | $ (109,734) | $ (107,903) | $ (47,143) | $ (384,905) |
| Weighted average number of ordinary shares outstanding - basic and diluted (in Shares) | 7,250,750 | 6,250,750 | 7,250,750 | 6,250,750 |
| Net loss per share - basic and diluted (in Dollars per share) | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.06) |
Condensed Consolidated Statements of Loss and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - $ / shares |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Income Statement [Abstract] | ||||
| Weighted average number of ordinary shares outstanding - diluted | 7,250,750 | 6,250,750 | 7,250,750 | 6,250,750 |
| Net loss per share - diluted | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.06) |
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) |
Ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Accumulated other comprehensive income |
Subscription receivable |
Total |
|---|---|---|---|---|---|---|
| Balance at Jun. 30, 2021 | $ 6,251 | $ (1,535,367) | $ (56,041) | $ (6,251) | $ (1,591,408) | |
| Balance (in Shares) at Jun. 30, 2021 | 6,250,750 | |||||
| Net loss | (354,206) | (354,206) | ||||
| Foreign currency translation adjustment | (30,699) | (30,699) | ||||
| Balance at Mar. 31, 2022 | $ 6,251 | (1,889,573) | (86,740) | $ (6,251) | (1,976,313) | |
| Balance (in Shares) at Mar. 31, 2022 | 6,250,750 | |||||
| Balance at Jun. 30, 2022 | $ 6,251 | $ (6,251) | (2,200,149) | 26,132 | (2,174,017) | |
| Balance (in Shares) at Jun. 30, 2022 | 6,250,750 | |||||
| Reverse acquisition recapitalization | $ 1,000 | (1,000) | ||||
| Reverse acquisition recapitalization (in Shares) | 1,000,000 | |||||
| Net loss | (333,528) | (333,528) | ||||
| Foreign currency translation adjustment | 286,385 | 286,385 | ||||
| Balance at Mar. 31, 2023 | $ 7,251 | $ (7,251) | $ (2,533,677) | $ 312,517 | $ (2,221,160) | |
| Balance (in Shares) at Mar. 31, 2023 | 7,250,750 |
Organization and Business |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization and Business [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS
Bitmis Corp., via the PRC affiliated entity Liaoning Kangbaier Biotechnology Development Co., Ltd. (“Liaoning Kangbaier”), engages in the research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials as well as the production, distribution marketing and sales of natural β -carotene health food products.
On December 30, 2022, the Company entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”) which indirectly wholly owns Liaoning Kangbaier, a limited liability company incorporated in British Virgin Islands on September 23, 2020 and (ii) the shareholders of Cambell International (the “Cambell Shareholders”) to acquire all the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the “Shares”) of the Company’s common stock and the transfer by Ms. Yuan Xiaoyan, the original controlling shareholder of the Company, to the Cambell Shareholders of 9,000,000 shares of our Series A Preferred Stock owned by her (“Reverse Acquisition”). The Reverse Acquisition was closed on December 30, 2022.
Contractual Arrangements
The Company, through its wholly-owned foreign subsidiary, WFOE in the PRC, Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd., entered into a series of contractual arrangements with Liaoning Kangbaier (collectively known as “the VIE”) and its respective shareholders that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. As PRC laws and regulations prohibit and restrict foreign ownership of business in certain industries, while it has not been definitely determined by the Company that operates in an industry that is subject to such constraints over foreign ownership, the Company’s management has elected to operates its business, primarily through the VIE to mitigate the risk of being subject to such regulation. As such, Liaoning Kangbaier is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. The material terms of the VIE Agreements are summarized as follows:
Consulting Service Agreement
Pursuant to the terms of the Exclusive Consulting and Service Agreement dated November 27 2022, between Baijiakang Consulting and Kangbaier Liaoning (the “Consulting Service Agreement”), Baijiakang Consulting is the exclusive consulting and service provider to Kangbaier Liaoning to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after Kangbaier Liaoning’s profit before tax in the corresponding year deducts Kangbaier Liaoning’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. Kangbaier Liaoning agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from Baijiakang Consulting. In addition, Baijiakang Consulting may transfer its rights and obligations under the Consulting Service Agreement to Baijiakang Consulting’s affiliates without Kangbaier Liaoning’s consent, but Baijiakang Consulting shall notify Kangbaier Liaoning of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by Baijiakang Consulting unless terminated by Baijiakang Consulting unilaterally prior to the expiration.
The foregoing summary of the Consulting Service Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Consulting Service Agreement, which is filed as Exhibit 10.2 to this Form 8-K.
Business Operation Agreement
Pursuant to the terms of the Business Operation Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning and the shareholders of Kangbaier Liaoning (the “Business Operation Agreement”), Kangbaier Liaoning has agreed to subject the operations and management of its business to the control of Baijiakang Consulting. According to the Business Operation Agreement, Kangbaier Liaoning is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the Baijiakang Consulting’s written approval. The shareholders of Kangbaier Liaoning and Kangbaier Liaoning will take Baijiakang Consulting’s advice on appointment or dismissal of directors, employment of Kangbaier Liaoning’s employees, regular operation, and financial management of Kangbaier Liaoning. The shareholders of Kangbaier Liaoning have agreed to transfer any dividends, distributions or any other profits that they receive as the shareholders of Kangbaier Liaoning to Baijiakang Consulting without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by Baijiakang Consulting with a 30-day written notice.
The foregoing summary of the Business Operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Business Operation Agreement, which is filed as Exhibit 10.3 to this Form 8-K.
Proxy Agreement
Pursuant to the terms of the Proxy Agreements dated November 27, 2022, among Baijiakang Consulting, and the shareholders of Kangbaier Liaoning (each, the “Proxy Agreement”, collectively, the “Proxy Agreements”), each shareholder of Kangbaier Liaoning has irrevocably entrusted his/her shareholder rights as Kangbaier Liaoning’s shareholder to Baijiakang Consulting , including but not limited to, proposing the shareholder meeting, accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling or transferring the shares held by such shareholder, for 10 years or earlier if the Business Operation Agreement was terminated for any reasons.
The foregoing summary of the Proxy Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the Proxy Agreements, which are filed as Exhibit 10.4 to this Form 8-K.
Equity Disposal Agreement
Pursuant to the terms of the Equity Disposal Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning, and the shareholders of Kangbaier Liaoning (the “Equity Disposal Agreement”), the shareholders of Kangbaier Liaoning granted Baijiakang Consulting or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase Kangbaier Liaoning’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Baijiakang Consulting’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of Kangbaier Liaoning agreed to give Kangbaier Liaoning the total amount of the exercise price as a gift, or in other methods upon Baijiakang Consulting’s written consent to transfer the exercise price to Kangbaier Liaoning. The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting.
The foregoing summary of the Equity Disposal Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Equity Disposal Agreement, which is filed as Exhibit 10.5 to this Form 8-K.
Equity Pledge Agreement
Pursuant to the terms of the Equity Pledge Agreement dated November 27, 2022, among Baijiakang Consulting and the shareholders of Kangbaier Liaoning (the “Pledge Agreement”), the shareholders of Kangbaier Liaoning pledged all of their equity interests in Kangbaier Liaoning to Baijiakang Consulting, including the proceeds thereof, to guarantee Kangbaier Liaoning’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, a “Agreement”, collectively, the “Agreements”). If Kangbaier Liaoning or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Baijiakang Consulting, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Kangbaier Liaoning. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Baijiakang Consulting’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.
The foregoing summary of the Equity Pledge Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Equity Pledge Agreement, which is filed as Exhibit 10.6 to this Form 8-K.
Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation.
The accompanying consolidated financial statements reflect the activities of each of the following entities of the Company:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2023, and results of operations and cash flows for the nine-month periods ended March 31, 2023 and 2022. The unaudited interim condensed consolidated balance sheet as of June 30, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended June 30, 2022 and 2021, and related notes included in the Company’s audited consolidated financial statements.
Principle of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.
In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of March 31, 2023, the Company’s current liabilities exceeded the current assets by $2,281,519, its accumulated deficit was $2,533,677 and the Company has incurred losses during the nine months ended March 31, 2023 and 2022. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.
In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity.
On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties.
These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Liquidity
The Company had a working deficit of $2,281,519 as of March 31, 2023, an increase of $596,075 from a working deficit of $2,877,594 as of June 30, 2022. As of March 31, 2023 and June 30, 2022, the Company’s cash was $133,170 and $204,004, respectively.
The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. In addition, the existing major shareholder committed not to request for repayment of the amount due to shareholders by March 31, 2023. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.
Use of Estimates
The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.
In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time.
In early May 2023, the World Health Organization International Health Regulations Emergency Committee announced that the Public Health Emergency of International Concern (the “Committee”) should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread.
Fair Value of Financial Instruments
U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:
Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - include other inputs that are directly or indirectly observable in the market place.
Level 3 - unobservable inputs which are supported by little or no market activity.
The carrying value of the Company’s financial instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their fair value due to their short maturities.
In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.
As of March 31, 2023 and June 30, 2022, the Company had no investments in financial instruments.
Cash
Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.
Cash denominated in RMB with a U.S. dollar equivalent of $133,170 and $204,004 at March 31, 2023 and June 30, 2022, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.
Accounts Receivable, Net and Allowance for Doubtful Accounts
Accounts receivable represents the revenue earned from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. For the year ended June 30, 2022, the Company adopted ASU 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for doubtful accounts considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company assesses collectibility by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure is probable or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The balance of allowance of March 31, 2023 and June 30, 2022 were $61,263 and $62,804, respectively.
Inventory
Inventory primarily consists of 1) raw materials, primarily ingredients such as carrots, 2) finished goods, primarily β-carotene series products including carrot juice, carrot meal and carrot noodle, and 3) miscellaneous such as packages.
Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead.
Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
Property, Plant and Equipment
Property, plant and equipment, net is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
Expenditure for maintenance and repairs is expended as incurred.
The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of income and comprehensive income.
Impairment of Long-lived Assets
In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. Impairment of $2,800 and $2,871 has been recorded by the Company as of March 31, 2023 and June 30, 2022.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption.
The Company recognizes revenues when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements.
The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.
Judgment is used in determining: (1) whether the financing component in the sales agreement is significant and, if so, (2) the discount rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on the timing of payments agreed to by the parties to the contract that provides the customer with a significant benefit of financing. If determined to be significant, the Company adjusts the promised amount of consideration for the effects of the time value of money.
Judgment is also used in assessing whether the long-term accounts receivable results in variable consideration and, if so, the amount to be included in the transaction price. The Company applies the portfolio approach to estimating the amount of variable consideration in these arrangements using the most likely amount method that is based on the Company’s historical collection experience under similar arrangements.
Based on the above significant judgments, the financing component, arising from the long-term accounts receivable was recognized as financing revenue over the time of payment. There was no financing revenue for the nine months ended March 31, 2023 and 2022, respectively.
The Company is in traditional production business operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products. There is no warranty and return policy for the customers.
There are two revenue streams within the Company’s operations: (1) sales of health products which constitutes the majority of the revenues, and (2) others.
There is no variable consideration and non-cash consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation. The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products. Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price).
There is no contract asset that the Company has right to consideration in exchange for the product sales that the Company has transferred to customers. Such right is not conditional on something other than the passage of time.
The standard warranty included in the price of the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control over the products, and the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation.
Practical expedients and exemption
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and when the customers pay for those deliverables will be more than one year.
Advertising and Promotional Expenses
Advertising costs are expensed as incurred and included in selling expenses. Advertising costs amounted to $308 and $93,483 for the nine months ended March 31, 2023 and 2022, respectively.
Income Tax
The Company’s subsidiary in China are subject to the income tax laws of the relevant tax jurisdiction. No taxable income was generated outside the PRC for the nine months ended March 31, 2023 and 2022. The Company accounts for income tax in accordance with U.S. GAAP.
Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive loss in the period of the enactment of the change.
The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.
An uncertain 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 amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2022 and 2021 are subject to examination by any applicable tax authorities. The Company had no uncertain tax position for the nine months ended March 31, 2023 and 2022.
Value Added Tax
The Company was subject to VAT at the rate of 13% and related surcharges on revenue generated from selling products for the nine months ended March 31, 2023 and 2022. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities.
Earnings Per Share
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
Diluted EPS includes the effect from potential issuance of ordinary shares. There was no potentially dilutive share to be issued during the nine months ended March 31, 2023 and 2022.
Related Parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign Currency and Foreign Currency Translation
The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss.
The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.
Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:
Segment reporting
The Company’s management reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Recent Accounting Pronouncements
The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC.
In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business entities. The Company is still evaluating the impact of the accounting standard of credit losses on the Company’s consolidated financial statements and related disclosures.
On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January 1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures.
In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable, Net |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Receivable, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS RECEIVABLE, NET | 3. ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
The following table sets forth the movement of allowance for doubtful accounts:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepayments |
9 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||
| Prepayments [Abstract] | ||||||||||||||||||||||||||||
| PREPAYMENTS | 4. PREPAYMENTS
Prepayments consist of the following:
|
|||||||||||||||||||||||||||
Other Receivable |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Receivable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OTHER RECEIVABLE | 5. OTHER RECEIVABLE
Other receivable consists of the following:
Receivables from third party companies are interest free and due on demand. Loans receivable from employees are interest free and due on demand. $597,096 of loan receivable has been repaid to the Company during October 2022. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| INVENTORY | 6. INVENTORY
Inventory consisted of the following:
|
|||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Net |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT, NET | 7. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following:
Depreciation expenses charged to the consolidated statements of income and comprehensive income for the nine months ended March 31, 2023 and 2022 were $25,862 and $64,284, respectively. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advance From Customers |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advance From Customers [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ADVANCE FROM CUSTOMERS | 8. ADVANCE FROM CUSTOMERS
Changes in advance from customers as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Payables |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other Payables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| OTHER PAYABLES | 9. OTHER PAYABLES
Other payables consist of the following:
Loans payable are interest free and due on demand. |
|||||||||||||||||||||||||||||||||||||||||||||
Amounts Due From and Due to Related Parties |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AMOUNTS DUE FROM AND DUE TO RELATED PARTIES | 10. AMOUNTS DUE FROM AND DUE TO RELATED PARTIES
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | 11. INCOME TAXES
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
PRC
Under the Enterprise Income Tax (“EIT”) Law, which has been effective since January 1, 2008, domestic enterprises and foreign invested enterprises (the “FIEs”) are subject to a unified 25% enterprise income tax rate, except for certain entities that are entitled to tax holidays.
For the nine months ended March 31, 2023 and 2022, a reconciliation of the income tax expense determined at the statutory income tax rate to the Company’s income taxes is as follows:
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions for the nine months ended March 31, 2023 and 2022, the Company had no unrecognized tax benefits. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
China Contribution Plan |
9 Months Ended |
|---|---|
Mar. 31, 2023 | |
| China Contribution Plan [Abstract] | |
| CHINA CONTRIBUTION PLAN | 12. CHINA CONTRIBUTION PLAN
The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions. |
Concentrations and Credit Risk |
9 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Concentrations and Credit Risk [Abstract] | |
| CONCENTRATIONS AND CREDIT RISK | 13. CONCENTRATIONS AND CREDIT RISK
(a) Concentrations
In the nine months ended March 31, 2023, one customer accounted for over 56.73% of the Company’s revenues. In the nine months ended March 31, 2022, two customers accounted for 66.94% of the Company’s revenues. No other customer accounts for more than 10% of the Company’s revenue in the nine months ended March 31, 2023 and 2022.
As of March 31, 2023, two customers accounted for 100% of the Company’s accounts receivable. As of June 30, 2022, one customer accounted for 100% of the Company’s accounts receivable, respectively. No other customer accounts for more than 10% of the Company’s accounts receivable as of March 31, 2023 and June 30, 2022.
As of March 31, 2023, one supplier accounted for 15.05% of the Company’s accounts payable. As of June 30, 2022, four suppliers each accounted for 88.41% of the Company’s accounts payable. No other supplier accounts for over 10% of the Company’s accounts payable as of March 31, 2023 and June 30, 2022.
(b) Credit risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of March 31, 2023, and June 30, 2022, substantially all of the Company’s cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.
For the credit risk related to trade accounts receivable, which are unsecured in nature, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations; however, there is the extremely remote chance that all trade receivables may be become uncollectible. |
Commitments and Contingencies |
9 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of business, the Company may be subject to certain legal proceedings, claims and disputes that arise from the business operations. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of March 31, 2023, the Company had no outstanding lawsuits or claims. |
Subsequent Event |
9 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT
The Company has assessed all events subsequent to March 31, 2023, and up to May 22, 2023, the date that these unaudited condensed consolidated financial statements were available to be issued. There are no material subsequent event to disclose in these unaudited condensed consolidated financial statements for which management is aware. |
Accounting Policies, by Policy (Policies) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2023, and results of operations and cash flows for the nine-month periods ended March 31, 2023 and 2022. The unaudited interim condensed consolidated balance sheet as of June 30, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended June 30, 2022 and 2021, and related notes included in the Company’s audited consolidated financial statements. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principle of Consolidation | Principle of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of March 31, 2023, the Company’s current liabilities exceeded the current assets by $2,281,519, its accumulated deficit was $2,533,677 and the Company has incurred losses during the nine months ended March 31, 2023 and 2022. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity. On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Liquidity | Liquidity The Company had a working deficit of $2,281,519 as of March 31, 2023, an increase of $596,075 from a working deficit of $2,877,594 as of June 30, 2022. As of March 31, 2023 and June 30, 2022, the Company’s cash was $133,170 and $204,004, respectively. The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. In addition, the existing major shareholder committed not to request for repayment of the amount due to shareholders by March 31, 2023. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of Estimates | Use of Estimates The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements. In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time. In early May 2023, the World Health Organization International Health Regulations Emergency Committee announced that the Public Health Emergency of International Concern (the “Committee”) should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Financial Instruments | Fair Value of Financial Instruments U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is: Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - include other inputs that are directly or indirectly observable in the market place. Level 3 - unobservable inputs which are supported by little or no market activity. The carrying value of the Company’s financial instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their fair value due to their short maturities.
In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements. As of March 31, 2023 and June 30, 2022, the Company had no investments in financial instruments. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash | Cash Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased. Cash denominated in RMB with a U.S. dollar equivalent of $133,170 and $204,004 at March 31, 2023 and June 30, 2022, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Receivable, Net and Allowance for Doubtful Accounts | Accounts Receivable, Net and Allowance for Doubtful Accounts Accounts receivable represents the revenue earned from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. For the year ended June 30, 2022, the Company adopted ASU 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for doubtful accounts considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company assesses collectibility by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure is probable or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The balance of allowance of March 31, 2023 and June 30, 2022 were $61,263 and $62,804, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventory | Inventory Inventory primarily consists of 1) raw materials, primarily ingredients such as carrots, 2) finished goods, primarily β-carotene series products including carrot juice, carrot meal and carrot noodle, and 3) miscellaneous such as packages. Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead. Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, net is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
Expenditure for maintenance and repairs is expended as incurred. The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of income and comprehensive income. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. Impairment of $2,800 and $2,871 has been recorded by the Company as of March 31, 2023 and June 30, 2022. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. The Company recognizes revenues when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.
Judgment is used in determining: (1) whether the financing component in the sales agreement is significant and, if so, (2) the discount rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on the timing of payments agreed to by the parties to the contract that provides the customer with a significant benefit of financing. If determined to be significant, the Company adjusts the promised amount of consideration for the effects of the time value of money. Judgment is also used in assessing whether the long-term accounts receivable results in variable consideration and, if so, the amount to be included in the transaction price. The Company applies the portfolio approach to estimating the amount of variable consideration in these arrangements using the most likely amount method that is based on the Company’s historical collection experience under similar arrangements. Based on the above significant judgments, the financing component, arising from the long-term accounts receivable was recognized as financing revenue over the time of payment. There was no financing revenue for the nine months ended March 31, 2023 and 2022, respectively. The Company is in traditional production business operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products. There is no warranty and return policy for the customers. There are two revenue streams within the Company’s operations: (1) sales of health products which constitutes the majority of the revenues, and (2) others.
There is no variable consideration and non-cash consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation. The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products. Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price). There is no contract asset that the Company has right to consideration in exchange for the product sales that the Company has transferred to customers. Such right is not conditional on something other than the passage of time. The standard warranty included in the price of the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control over the products, and the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation. Practical expedients and exemption The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and when the customers pay for those deliverables will be more than one year. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advertising and Promotional Expenses | Advertising and Promotional Expenses Advertising costs are expensed as incurred and included in selling expenses. Advertising costs amounted to $308 and $93,483 for the nine months ended March 31, 2023 and 2022, respectively.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax | Income Tax The Company’s subsidiary in China are subject to the income tax laws of the relevant tax jurisdiction. No taxable income was generated outside the PRC for the nine months ended March 31, 2023 and 2022. The Company accounts for income tax in accordance with U.S. GAAP. Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive loss in the period of the enactment of the change. The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. An uncertain 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 amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2022 and 2021 are subject to examination by any applicable tax authorities. The Company had no uncertain tax position for the nine months ended March 31, 2023 and 2022. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Value Added Tax | Value Added Tax The Company was subject to VAT at the rate of 13% and related surcharges on revenue generated from selling products for the nine months ended March 31, 2023 and 2022. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share | Earnings Per Share The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS includes the effect from potential issuance of ordinary shares. There was no potentially dilutive share to be issued during the nine months ended March 31, 2023 and 2022.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Parties | Related Parties The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Currency and Foreign Currency Translation | Foreign Currency and Foreign Currency Translation The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss. The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets. Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment reporting | Segment reporting The Company’s management reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC. In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business entities. The Company is still evaluating the impact of the accounting standard of credit losses on the Company’s consolidated financial statements and related disclosures. On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January 1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Business (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization and Business [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of consolidated financial statements |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of depreciation is computed using the straight-line method over the estimated useful lives of the assets |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of revenue streams within the company’s operations |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of exchange rates |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable, Net (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Receivable, Net [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of accounts receivable |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of sets forth the movement of allowance for doubtful accounts |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepayments (Tables) |
9 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||
| Prepayments [Abstract] | ||||||||||||||||||||||||||||
| Schedule of prepayments |
|
|||||||||||||||||||||||||||
Other Receivable (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Receivable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of other receivable |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of inventory |
|
|||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Net (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of property, plant and equipment |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advance From Customers (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advance From Customers [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of advance from customers |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Payables (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other Payables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of other payables |
|
|||||||||||||||||||||||||||||||||||||||||||||
Amounts Due From and Due to Related Parties (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of amounts due from and due to related parties |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of reconciliation of income tax expense |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Business (Details) - shares |
1 Months Ended | |
|---|---|---|
Nov. 27, 2022 |
Sep. 23, 2020 |
|
| Organization and Business (Details) [Line Items] | ||
| Aggregate shares (in Shares) | 1,000,000 | |
| Consulting Service Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years | |
| Business Operation Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years | |
| Proxy Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years | |
| Equity Disposal Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years | |
| Reverse Acquisition [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Aggregate shares (in Shares) | 9,000,000 | |
Summary of Significant Accounting Policies (Details) - USD ($) |
9 Months Ended | ||
|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Jun. 30, 2022 |
|
| Summary of Significant Accounting Policies [Abstract] | |||
| Current assets | $ 2,281,519 | ||
| Accumulated deficit | 2,533,677 | ||
| Working deficit | 2,281,519 | $ 2,877,594 | |
| Working deficit increase | 596,075 | ||
| Cash | 133,170 | 204,004 | |
| Cash denominated | 133,170 | 204,004 | |
| Allowance | 61,263 | 62,804 | |
| Impairment | 2,800 | $ 2,871 | |
| Advertising costs | $ 308 | $ 93,483 | |
| Tax benefit rate | 50.00% | ||
| Value added tax percentage | 13.00% | 13.00% | |
| Reportable segment | 1 | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation is computed using the straight-line method over the estimated useful lives of the assets |
9 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Furniture and equipment [Member] | |
| Public Utility, Property, Plant and Equipment [Line Items] | |
| Useful Lives (Years) | 3 years |
| Machinery [Member] | |
| Public Utility, Property, Plant and Equipment [Line Items] | |
| Useful Lives (Years) | 5 years |
| Motor vehicles [Member] | |
| Public Utility, Property, Plant and Equipment [Line Items] | |
| Useful Lives (Years) | 4 years |
Summary of Significant Accounting Policies (Details) - Schedule of revenue streams within the company’s operations - USD ($) |
9 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Schedule of Revenue Streams within the Company Operations [Abstract] | ||
| Health product sales | $ 340,920 | $ 739,642 |
| Others | ||
| Total revenues | $ 340,920 | $ 739,642 |
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates |
9 Months Ended | ||
|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Jun. 30, 2022 |
|
| Schedule of Exchange Rates [Abstract] | |||
| Balance sheet items, except for equity accounts | RMB6.8676 to $1 | RMB6.6991 to $1 | |
| Income statement and cash flows items | RMB6.9761 to $1 | RMB6.3694 to $1 | |
Accounts Receivable, Net (Details) - Schedule of accounts receivable - USD ($) |
Mar. 31, 2023 |
Jun. 30, 2022 |
|---|---|---|
| Schedule of Accounts Receivable [Abstract] | ||
| Accounts receivable | $ 88,128 | $ 62,804 |
| Less: allowance for doubtful accounts | (61,263) | (62,804) |
| Accounts receivable, net | $ 26,865 |
Accounts Receivable, Net (Details) - Schedule of sets forth the movement of allowance for doubtful accounts - USD ($) |
9 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2023 |
Jun. 30, 2022 |
|
| Schedule of Sets Forth the Movement of Allowance for Doubtful Accounts [Abstract] | ||
| Beginning | $ 62,804 | $ 86,868 |
| Additions | ||
| Write off | (21,685) | |
| Exchange rate different | (1,541) | (2,379) |
| Balance | $ 61,263 | $ 62,804 |
Prepayments (Details) - Schedule of prepayments - USD ($) |
Mar. 31, 2023 |
Jun. 30, 2022 |
|---|---|---|
| Schedule of Prepayments [Abstract] | ||
| Prepayments for inventory | $ 157,549 | $ 105,216 |
| Prepayment | $ 157,549 | $ 105,216 |
Other Receivable (Details) |
Oct. 31, 2022
USD ($)
|
|---|---|
| Other Receivable [Abstract] | |
| Loan receivable | $ 597,096 |
Other Receivable (Details) - Schedule of other receivable - USD ($) |
Mar. 31, 2023 |
Jun. 30, 2022 |
|---|---|---|
| Schedule of Other Receivable [Abstract] | ||
| Receivables from third party companies | $ 792,096 | $ 149,262 |
| Loans receivable from employees | 264,232 | 1,161,604 |
| Other receivable - current | 1,056,328 | 1,310,866 |
| Other receivable - long term | $ 615,987 |
Inventory (Details) - Schedule of inventory - USD ($) |
Mar. 31, 2023 |
Jun. 30, 2022 |
|---|---|---|
| Schedule of Inventory [Abstract] | ||
| Raw materials, parts, and components | $ 538,349 | $ 87,478 |
| Finished goods | 79,081 | 207,052 |
| Miscellaneous supplies | 10,408 | 10,516 |
| Inventory | $ 627,838 | $ 305,046 |
Property, Plant and Equipment, Net (Details) - USD ($) |
9 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Property, Plant and Equipment [Abstract] | ||
| Depreciation expenses | $ 25,862 | $ 64,284 |
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) |
9 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2023 |
Jun. 30, 2022 |
|
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | $ 174,289 | $ 177,454 |
| Less: accumulated depreciation | (111,129) | (86,993) |
| Impairment on equipment | (2,800) | (2,871) |
| Property, plant and equipment, net | 60,360 | 87,590 |
| Vehicle [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | 18,942 | 19,419 |
| Office equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | 71,134 | 72,177 |
| Machinery, equipment, and tools [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | $ 84,213 | $ 85,858 |
Advance From Customers (Details) - Schedule of advance from customers - USD ($) |
9 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2023 |
Jun. 30, 2022 |
|
| Schedule of Advance from Customers [Abstract] | ||
| Advance from customers, beginning of the period | $ 6,668,713 | |
| Revenue deferred during the period | 6,668,713 | |
| Advances refunded to customers | (6,652,215) | |
| Advance from clients, end of the period | $ 16,498 | $ 6,668,713 |
Other Payables (Details) - Schedule of other payables - USD ($) |
Mar. 31, 2023 |
Jun. 30, 2022 |
|---|---|---|
| Schedule of Other Payables [Abstract] | ||
| Loans payable | $ 181,472 | $ 4,376,863 |
| Other | 80 | |
| Other payables | $ 181,472 | $ 4,376,943 |
Amounts Due From and Due to Related Parties (Details) - Schedule of amounts due from and due to related parties - USD ($) |
Mar. 31, 2023 |
Jun. 30, 2022 |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | $ 256,870 | $ 7,567,786 | ||||||||||||||
| Amounts due to related parties | 4,310,989 | 1,208,644 | ||||||||||||||
| Duolun Kangbaier Biotechnology Co. LTD [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [1] | 1,165 | 1,194 | |||||||||||||
| Panjin Kangying Health Food Co., LTD [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [1] | 145 | 149 | |||||||||||||
| Liaoning Baijiakang Health Technology Co. LTD [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [1] | 45 | ||||||||||||||
| Amounts due to related parties | [1] | 116,393 | ||||||||||||||
| Ms. Xiuzhi Sun [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [2] | 4,757,546 | ||||||||||||||
| Amounts due to related parties | [2] | 3,914,623 | ||||||||||||||
| Ms. Xiuhua Sun [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [3] | 251,192 | 1,087,722 | |||||||||||||
| Amounts due to related parties | [3] | 5,711 | 67,173 | |||||||||||||
| Mr. Yuewen Sun [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [4] | 970,281 | ||||||||||||||
| Mr. Zengwen Wang [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [5] | 746,370 | ||||||||||||||
| Amounts due to related parties | [5] | 620,846 | ||||||||||||||
| Mr. Mingkai Cao [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due from related parties | [6] | 4,368 | 4,479 | |||||||||||||
| Jilin Kangbaier Biotechnology Co., LTD [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due to related parties | [1] | 298,548 | ||||||||||||||
| Panjin Double Eagle Green Health Food Co. LTD [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due to related parties | [7] | 139,891 | 114,180 | |||||||||||||
| Panjin Double Eagle Weishi Green Health Food Co. LTD [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Amounts due to related parties | [7] | $ 134,371 | $ 107,897 | |||||||||||||
| ||||||||||||||||
Income Taxes (Details) |
9 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Income Tax Disclosure [Abstract] | |
| Income tax rate percentage | 25.00% |
Income Taxes (Details) - Schedule of reconciliation of income tax expense - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Schedule of reconciliation of income tax expense [Abstract] | ||||
| Loss before income taxes | $ (98,813) | $ (104,081) | $ (333,528) | $ (354,206) |
| PRC preferential income tax rate | 25.00% | 25.00% | ||
| Income tax credit computed at statutory corporate income tax rate | $ (83,382) | $ (88,551) | ||
| Non-deductible expenses | 1,705 | 3,685 | ||
| Change in valuation allowance | 81,677 | 84,866 | ||
| Income tax expense | ||||
Concentrations and Credit Risk (Details) |
9 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Jun. 30, 2022 |
|
| Concentrations and Credit Risk (Details) [Line Items] | |||
| Revenues percentage | 10.00% | 10.00% | |
| Account receivable percentage | 10.00% | 10.00% | |
| Accounts payable percentage | 10.00% | 10.00% | |
| One Suppliers [Member] | |||
| Concentrations and Credit Risk (Details) [Line Items] | |||
| Number of suppliers | 1 | ||
| Accounts payable percentage | 15.05% | 88.41% | |
| Four Supplier [Member] | |||
| Concentrations and Credit Risk (Details) [Line Items] | |||
| Number of suppliers | 4 | ||
| One Customer [Member] | |||
| Concentrations and Credit Risk (Details) [Line Items] | |||
| Number of customer | 1 | 1 | |
| Revenues percentage | 56.73% | ||
| Account receivable percentage | 100.00% | ||
| Two Customer [Member] | |||
| Concentrations and Credit Risk (Details) [Line Items] | |||
| Number of customer | 2 | 2 | |
| Revenues percentage | 66.94% | ||
| Account receivable percentage | 100.00% | ||
)?#$2%H-X+?3"4_TA4 3-> SF7!@_&& KV[_[J^.1
MK!T&H&1W;&?W41JI'0^0Y-E<:NSJ;ZKS6S]_WM"ABV4K@'^T2Y94F31V5W;5
M][CW\X8*]]I[1Q-J*_J8G]AD(-])%U_W=V]WIT*]_"RD\OX2GO6+LYW23''4
M=$W$(TLSD-"Y,NE\"M2R$L7I3?$@^2H_ 'G@4NV'\]L%)3$56D#]/^= :,VE> ,Y''G&F"-@.QYWF^>]K"_K]74ZI) \D.0C.#( D!;-$