UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
or
For the transition period from_____________ to____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
Office:
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Not Applicable |
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | 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 12 b-2 of the Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of the date of filing
of this report, there were outstanding
TABLE OF CONTENTS
| Page | ||
| PART I—FINANCIAL INFORMATION | ||
| Item 1 | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 6 |
| Item 4. | Controls and Procedures | 6 |
| PART II—OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 7 |
| Item 1A. | Risk Factors | 7 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| Item 3. | Defaults Upon Senior Securities | 7 |
| Item 4. | Mine Safety Disclosure | 7 |
| Item 5. | Other Information | 7 |
| Item 6. | Exhibits | 8 |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
1
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND MARCH 31, 2023
(EXPRESSED IN US DOLLARS)
| December 31, | March 31, | |||||||
| 2023 | 2023 | |||||||
| Unaudited | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Due from related parties | ||||||||
| Prepaid expenses | ||||||||
| Inventories | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Customer deposits | ||||||||
| Due to related parties | ||||||||
| Other payables | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Preferred stock; $ | ||||||||
| Common stock; $ | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| (Deficit) | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ( | ) | ||||||
| Total shareholders’ equity of the Company | ||||||||
| Non-controlling interest | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-1
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022
(UNAUDITED) (EXPRESSED IN US DOLLARS)
| For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative expenses | ( | ) | ||||||||||||||
| Operating income (loss) | ( | ) | ||||||||||||||
| Other income (loss) | ( | ) | ||||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) from continuing operations | ( | ) | ||||||||||||||
| Gain on the sale of discontinued operations, net of income taxes (Note 3) | ||||||||||||||||
| (Loss) from discontinued operations, net of income taxes (Note 3) | ( | ) | ||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| Less: (loss) from discontinued operations attributable to non-controlling interests | ||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | $ | ( | ) | ||||||||||
| Amounts attributable to common shareholders: | ||||||||||||||||
| Net income (loss) from continuing operations | $ | $ | $ | $ | ( | ) | ||||||||||
| Net income from discontinued operations | ||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | $ | ( | ) | ||||||||||
| $ | $ | $ | $ | ( | ) | |||||||||||
| $ | $ | $ | $ | ( | ) | |||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ) | ||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Less: comprehensive income attributable to non-controlling interests | ||||||||||||||||
| Comprehensive income (loss) attributable to the common shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
F-2
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022
(UNAUDITED) (EXPRESSED IN US DOLLARS, EXCEPT SHARES)
| Common stock * | Additional Paid-in | Subscription | Other Comprehensive Income | Total Shareholders’ | Non- controlling | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||
| Quantity | Amount | Capital | Receivable | (Deficit) | (Loss) | Equity | Interest | and NCI | ||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Net (loss) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 (unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net (loss) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Shares issued | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Divestment of Tianci Wanguan | - | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 (unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Shares issued as compensation | ||||||||||||||||||||||||||||||||||||
| Sale of common shares | ( | ) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at December 31, 2022 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
| Net (loss) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Payment received | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 (unaudited) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Payment received | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at December 31, 2023 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
F-3
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022
(UNAUDITED) (EXPRESSED IN US DOLLARS)
| For the Nine Months Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | ||||
| Net income from discontinued operations | ||||||||
| Shares issued as compensation | ||||||||
| Gain on sale of discontinued operations | ( | ) | ||||||
| Exchange loss | ||||||||
| Changes in operating assets and liabilities, discontinued operations | ( | ) | ||||||
| Changes in operating assets and liabilities, continuing operations: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid and deferred expenses | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Customer deposits | ( | ) | ||||||
| Due to (from) related parties | ( | ) | ||||||
| Other payables | ( | ) | ||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash disbursed on divestment of Tianci Wanguan | ( | ) | ||||||
| Net cash (used in) investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate fluctuations on cash | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period-continuing operations | ||||||||
| Cash, beginning of period-discontinued operations | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period-continuing operations | ||||||||
| Cash, end of period-discontinued operations | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Gain on sale of discontinued operations | $ | $ | ||||||
| Shares issued for compensation | $ | $ | ||||||
| Issuance of common stock as cash was not received | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organic Agricultural Company Limited (“Organic Agricultural”, the “Company”, “we” or “us”) was incorporated in the State of Nevada on April 17, 2018.
The Company, through its subsidiaries with headquarters in Harbin, China, sells selenium-enriched products and other agricultural products. At December 31, 2023, the Company’s subsidiaries are as follows:
| ● | Organic Agricultural (Samoa) Co., Ltd. (“Organic Agricultural Samoa”), a limited company incorporated in Samoa on December 15, 2017, is wholly owned by Organic Agricultural. Organic Agricultural Samoa owns all of the outstanding shares of capital stock of Organic Agricultural Company Limited (Hong Kong). |
| ● | Organic Agricultural Company Limited (Hong Kong) (“Organic Agricultural HK”), which was established on December 6, 2017 under the laws of Hong Kong, is wholly owned by Organic Agricultural Samoa. Organic Agricultural HK owns all of the registered equity of Heilongjiang Tianci Liangtian Agricultural Technology Development Company Limited. |
| ● | Heilongjiang Tianci Liangtian Agricultural Technology Development Company Limited. (“Tianci Liangtian”), a company incorporated in Heilongjiang, China on November 2, 2017, is wholly owned by Organic Agricultural HK. Tianci Liangtian owns all of the registered equity of Heilongjiang Yuxinqi Agricultural Technology Development Company Limited. |
| ● | Heilongjiang Yuxinqi Agricultural Technology Development Company Limited (“Yuxinqi”), a company incorporated in Heilongjiang, China on February 5, 2018, is wholly owned by Tianci Liangtian. Yuxinqi sells agricultural products, including paddy and other crops, to customers. | |
| ● | Qingdao Tianci Liangtian Agricultural Technology Development Company Limited. (“Qingdao Tianci”), a company incorporated in Shandong, China on December 29, 2023, is wholly owned by Tianci Liangtian. |
F-5
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Continued)
Divestment of Tianci Wanguan
On November 6, 2020 Organic Agricultural entered
into a Cooperation Agreement with Unbounded IOT Block Chain Limited (“Unbounded”). The purpose of the Cooperation Agreement
was to promote the use of blockchain technology in agriculture, specifically the development of tracing systems for agricultural products,
the development of a blockchain-based shopping mall for agricultural products, and related improvements to the agricultural sector of
the economy. To accomplish those purposes, Tianci Wanguan (Xiamen) Digital Technology Co., Ltd. (“Tianci Wanguan”) was incorporated
on November 5, 2020. Tianci Wanguan was
The Supplementary Agreement set forth performance
criteria for Unbounded’s management of Tianci Wanguan: specifically that within 12 months after the shares mentioned below are issued
to Unbounded, Tianci Wanguan must generate a profit of
The share-based compensation was measured at grant
date, based on the fair value of the award and would be recognized over its vesting period if it was determined that the target would
more likely than not be met. After the criteria described above was satisfied, the Company would grant to Unbounded a total of
As of June 30, 2022, the Company had suspended
the operations of Tianci Wanguan and on August 19, 2022, completed the divestment of its subsidiary. On August 19, 2022, the Company and
Unbounded entered into an Agreement on Termination of Joint Operation. The parties agreed that Organic Agricultural would surrender to
Unbounded its
In accordance with U.S. GAAP, the financial position and results of operations of Tianci Wanguan are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The restated historical financial statements reflecting the divestment are unaudited. The cash flows and comprehensive income related to Tianci Wanguan have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Comprehensive Income, respectively, for all periods presented. With the exception of Note 3, the Notes to the Unaudited Condensed Consolidated Financial Statements reflect the continuing operations of the Company. See Note 3 - Discontinued Operations below for additional information regarding discontinued operations.
Certain amounts in the prior year’s condensed consolidated financial statements and related footnotes thereto have been reclassified to conform with the current year presentation as a result of the divestment of Tianci Wanguan.
F-6
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
Management has determined there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues and recurring losses. If we are unable to generate significant revenue or secure additional financing, we may be required to cease or curtail our operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company’s operations have been financed
primarily by proceeds from the sale of shares. The Company sold an additional
The marketing personnel of the Company are developing new customers and hope to build a stable base of customers. In this manner, Management hopes to generate sufficient operating cash inflow to support its future operations and development of the Company in addition to capital raised from sales of shares and shareholders’ support based on need.
Basis of presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year. These condensed consolidated financial statements should be read in conjunction with Organic Agricultural Company’s audited financial statements and accompanying notes thereto as of and for the year ended March 31, 2023 included in Company’s current report on Form 10-K as filed with the SEC on November 17, 2023.
The Company’s condensed consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with U.S. GAAP.
Principles of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements include the assets, liabilities, and net income or loss of these subsidiaries.
| Name | Place of Incorporation | Attributable equity interest % | ||||
| Organic Agricultural (Samoa) Co., Ltd. | ||||||
| Organic Agricultural Company Limited (Hong Kong) | ||||||
| Heilongjiang Tianci Liangtian Agricultural Technology Development Company Limited | ||||||
| Heilongjiang Yuxinqi Agricultural Technology Development Company Limited | ||||||
| Qingdao Tianci Liangtian Agricultural Technology Development Company Limited | ||||||
F-7
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the inventory valuation allowance. This estimate is often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.
Cash
Cash consists of cash on hand and bank deposits, which are unrestricted as to withdrawal and use in the PRC and the USA. All highly liquid investments with original stated maturities of three months or less are classified as cash. The Company’s cash consisted of cash on hand and cash in bank, as of December 31, 2023 and March 31, 2023.
Revenue recognition
The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities as described below.
The Company sells paddy and selenium-enriched paddy products, rice and other agricultural products. All revenue is recognized when it is both earned and realized. The Company’s policy is to recognize the sale when the products and services, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds, if not prepaid, is reasonably assured, all of which generally occur when the customer receives the products and services. Accordingly, revenue is recognized at the point in time when delivery is made and services are provided.
Given the nature of this revenue generated by the Company’s business and the applicable rules guiding revenue recognition, the Company’s revenue recognition practices do not include estimates that materially affect results of operations nor does the Company have any policy for return of products.
Fair value measurements
The Company applies the provisions of FASB ASC 820, Fair Value Measurements for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
F-8
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that are to be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices, other than those in Level 1, in markets that are not active or for similar assets and liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Financial assets and liabilities of the Company primarily consists of cash, accounts receivable, prepaid expenses, inventories, other receivables, accounts payable and accrued liabilities, customer deposits, due to or from related parties, and other payables. As at December 31, 2023 and March 31, 2023, the carrying values of these financial instruments approximated their fair values due to the short-term nature of these instruments.
Functional currency and foreign currency translation
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. The functional currency of the Company is the Chinese Renminbi (“RMB’), except the functional currency of Organic Agricultural HK is the Hong Kong Dollar (“HKD”), and the functional currency of Organic Agricultural Samoa and Organic Agricultural is the United States dollar (“US Dollars” “USD” or “$”). The reporting currency of these condensed consolidated financial statements is in US Dollars.
The financial statements of the Company, which are prepared using the RMB and the HKD, are translated into the Company’s reporting currency, the US Dollar. Assets and liabilities are translated using the exchange rate at each reporting period end date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income or loss.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from these transactions are included in operations.
| For the three months ended December 31, | March 31, | |||||||||||
| 2023 | 2022 | 2023 | ||||||||||
| (USD to RMB/ USD to HKD) | (USD to RMB/ USD to HKD) | (USD to RMB/ USD to HKD) | ||||||||||
| Assets and liabilities - period end exchange rate | ||||||||||||
| Revenue and expenses - period average | ||||||||||||
| For the nine months ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| (USD to RMB/ USD to HKD) | (USD to RMB/ USD to HKD) | |||||||
| Assets and liabilities - period end exchange rate | ||||||||
| Revenue and expenses - period average | ||||||||
F-9
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income taxes
The Company follows FASB ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized.
ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The application of tax laws and regulations is subject to legal and factual interpretations, judgments and uncertainties. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policies, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the net deferred tax asset valuation allowance.
China
According to the “PRC Income Tax Law”,
Tianci Liantian, Qingdao Tianci and Yuxinqi are subject to the
United States
The Company is subject to the U.S. corporation
tax rate of
Samoa
Organic Agricultural (Samoa) Co., Ltd was incorporated in Samoa and, under the current laws of Samoa, it is not subject to income tax.
Hong Kong
Organic Agricultural Company Limited (Hong Kong)
was incorporated in Hong Kong and is subject to Hong Kong profits tax. Organic Agricultural Company Limited (Hong Kong) is subject to
Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. The applicable statutory
tax rate is
Earnings (loss) per share
The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding during the period. Stock splits are given retroactive recognition for earnings (loss) per share.
Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stock using the treasury stock method and the potential common shares associated with convertible debt using the if-converted method. Potential common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded from the calculation of diluted EPS.
F-10
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Segment information and geographic data
The Company is operating in
Concentration of credit and customer risks
The Company maintains cash balances in two banks
in China. In China, the insurance coverage of each bank is RMB
During the nine months ended December 31, 2022,
two customers, Jiufu Zhenyuan and Chuangyi Agriculture generated
Recently adopted accounting standards
We do not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial position, statements of operations and cash flows.
F-11
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 3. DISCONTINUED OPERATIONS
As discussed in Note 1: Basis of Presentation above, on August 19, 2022 the Company completed the divestment of Tianci Wanguan and the requirements for the presentation of Tianci Wanguan as a discontinued operation were met on that date. Accordingly, Tianci Wanguan’s historical financial results are reflected in the Company’s unaudited condensed consolidated financial statements as discontinued operations. The Company did not allocate any general corporate overhead or interest expense to discontinued operations.
| For the Three months ended December 31, 2022 | For the Nine months ended December 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Selling, general and administrative expenses | ||||||||
| Operating (loss) | ( | ) | ||||||
| Other income | ||||||||
| (Loss) before income taxes | ( | ) | ||||||
| Income tax (expense) benefit | ||||||||
| (Loss) from discontinued operations, net of income taxes | ( | ) | ||||||
| Less: Net (loss) attributable to non-controlling interest | ||||||||
| Net (loss) from discontinued operations attributable to controlling interest | $ | $ | ( | ) | ||||
F-12
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 4. PREPAID EXPENSES
| December 31, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Prepayments for expenses | $ | $ | ||||||
| Prepayments of processing charges and products to be purchased: | ||||||||
| Baoqing County Fengnian Agricultural Product Purchase and Sale Ltd. | ||||||||
| Harbin Huichuan Package Products Co., ltd | ||||||||
| Others | ||||||||
| Total | ||||||||
| Less: Provision for bad debts | ||||||||
| Prepaid expenses, net | $ | $ | ||||||
NOTE 5. INVENTORIES
The Company’s inventories are all non-perishable
products. The Company’s inventory consists principally of rice and other products which are vacuum-packed and have more than one
year shelf life. The Company reviews its products and sells products near the end of their shelf life through promotions. As of December
31, 2023 and March 31, 2023, no reserve was considered necessary. The Company values inventory on its balance sheet at the lower of cost
or net realizable value.
| December 31, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Rice and other products | $ | $ | ||||||
| Packing and other materials | ||||||||
| Total inventories at cost | $ | $ | ||||||
F-13
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 6. INCOME TAXES
| For the three months ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| United States | $ | ( | ) | $ | ( | ) | ||
| Foreign | ||||||||
| Income (loss) before income taxes | $ | $ | ||||||
| For the nine months ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| United States | $ | ( | ) | $ | ( | ) | ||
| Foreign | ( | ) | ||||||
| Income (loss) before income taxes | $ | $ | ( | ) | ||||
| December 31, 2023 | December 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| U.S. federal statutory income tax rate | % | % | ||||||
| U.S. valuation allowance | ( | )% | ( | )% | ||||
| The Company’s effective tax rate | ( | )% | ( | )% | ||||
F-14
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 6. INCOME TAXES (Continued)
| December 31, 2023 | December 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Rates for Tianci Liangtian, Qingdao Tianci and Yuxinqi, net | % | % | ||||||
| Utilization of net operating loss carryforward | ( | )% | ||||||
| PRC valuation allowance | ( | )% | ||||||
| The Company’s effective (benefit) tax rate | % | ( | )% | |||||
The Company did not recognize deferred tax assets since it is not likely to incur taxes against which such deferred tax assets may be offset. The deferred tax assets would apply to the Company in the U.S. and to Yuxinqi and Tianci Liangtian in China.
As of December 31, 2023, Yuxinqi, Qingdao Tianci
and Tianci Liangtian have total net operating loss carry forwards of approximately $
The Company incurred losses from its United States
operations during all periods presented of approximately $
The Company is subject to examination by the Internal
Revenue Service (IRS) in the United States as well as by the taxing authorities in China, where the Company has its operations. The tax
years subject to examination vary by jurisdiction.
| The year as of | ||||
| U.S. Federal | ||||
| China |
F-15
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 7. CUSTOMER DEPOSITS
| December 31, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Shouhang | $ | $ | ||||||
| Beiqinhai | ||||||||
| Others | ||||||||
| Total customer deposits | $ | $ | ||||||
NOTE 8. RELATED PARTY TRANSACTIONS
| December 31, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Tianzhi | $ | |||||||
| Shen Zhenai | ||||||||
| Heilongjiang Chuangyi | ||||||||
| $ | $ | |||||||
Shen Zhenai is the President, Chairman of the Board, director and a shareholder of the Company. These advances represent temporary borrowings for operating costs between the Company and management. They are non-interest bearing and due on demand.
Heilongjiang
Chuangyi Agriculture Co., Ltd (“Heilongjiang Chuangyi”) owns
Tianzhi Equity Investment Fund Management (Shanghai) Co., Ltd. (“Tianzhi”) is controlled by Shen Zhenai, the president and chairman of the Board of the Company.
| December 31, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Wu Zhiwei | $ | $ | ||||||
| Heilongjiang Chuangyi | ||||||||
| Jiufu Zhenyuan | $ | |||||||
| $ | $ | |||||||
Wu Zhiwei is the CEO and a director of the Company, and is also a shareholder of Heilongjiang Chuangyi. This payment represent temporary loan for operating costs to management. As of the reporting date, these funds have been used and reimbursed.
The amount due from Heilongjiang Chuangyi and Jiufu Zhenyuan was account receivable from sales transactions between the Company and Heilongjiang Chuangyi and Jiufu Zhenyuan.
Jilin Jiufu Zhenyuan Technology Development Co,
Ltd (“Jiufu Zhenyuan”) owns
F-16
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 9. LEASE
On April 1, 2019, the Company adopted FASB ASC 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.
Operating leases are reflected on our balance sheet within “operating lease right-of-use asset.” Right-of use (“ROU”) assets and the related operating lease liabilities represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease agreement. ROU assets and liabilities are recognized at the commencement date, or the date on which the lessor makes the underlying asset available for use, based upon the present value of the lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease regarding the terms.
The Company’s adoption of the new lease standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation required for the new lease standard. The impact of the adoption of the new lease standard included the recognition of right-of-use (“ROU”) asset and lease liabilities.
Leases with an initial term of
On March 23, 2022, Yuxinqi leased office space
from March 23, 2022 to March 22, 2023 under an operating lease agreement (approximately
For the nine months ended December 31, 2023 and
2022, the amortization of lease expenses was US$
F-17
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 10. SUBSCRIPTION RECEIVABLE
| December 31, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Sun Ying | $ | $ | ||||||
| Heilongjiang Chuangyi Agriculture Co., Ltd. | ||||||||
| $ | $ | |||||||
On November 28, 2022 the Company entered into
an agreement to sell
On November 29, 2022 the Registrant entered into
an agreement to sell
NOTE 11. CONTINGENCIES
Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
The Company was not subject to any material loss contingencies as of December 31, 2023 and through the date of this report.
NOTE 12. SUBSEQUENT EVENTS
On January 30, 2024, Sun Ying and the Company entered into an agreement that cancelled the Shares Increase Contract. Sun Ying agreed to surrender the shares to the Registrant for cancellation.
Management has evaluated subsequent events through the date which the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2023 have been incorporated into these consolidated financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
F-18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates 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. There can be no assurance that actual results will not differ from those estimates.
Application of Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations is based upon its condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.
In connection with the preparation of our financial statements for the nine months ended December 31, 2023, there was one accounting estimate made which was (a) subject to a high degree of uncertainty and (b) material to our results. That was the determination to record the $705,396 in subscriptions receivable without a reserve. The Company made that determination based on its knowledge of the subscriber’s financial condition.
Results of Operations
The following table shows key components of the unaudited results of operations during the three and nine months ended December 31, 2023 and 2022:
| For the Three Months Ended December 31, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| Revenue | $ | 297,435 | $ | 93,531 | $ | 203,904 | 218 | % | ||||||||
| Cost of Sales | 213,847 | 83,514 | 130,333 | 156 | % | |||||||||||
| Gross Profit | 83,588 | 10,017 | 73,571 | 734 | % | |||||||||||
| Total operating costs and expenses | (32,326 | ) | 9,564 | (41,890 | ) | (438 | )% | |||||||||
| Income (loss) from operations before other income and income taxes | 115,914 | 453 | 115,461 | 25,488 | % | |||||||||||
| Other income | - | (46 | ) | 46 | (100 | )% | ||||||||||
| Income from operations before income taxes | 115,914 | 407 | 115,507 | 28,380 | % | |||||||||||
| Income taxes | 1,826 | - | 1,826 | N/A | ||||||||||||
| Net income from continuing operations | 114,088 | 407 | 113,681 | 27,931 | % | |||||||||||
| Income from discontinued operations, net of income taxes | - | - | - | N/A | ||||||||||||
| Net income | 114,088 | 407 | 113,681 | 27,931 | % | |||||||||||
| Less: (loss) from discontinued operations attributable to non-controlling interests | - | - | - | N/A | ||||||||||||
| Net income attributable to common shareholders’ | $ | 114,088 | $ | 407 | $ | 113,681 | 27,931 | % | ||||||||
2
| For the Nine Months Ended December 31, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| Revenue | $ | 1,288,614 | $ | 170,792 | $ | 1,117,822 | 654 | % | ||||||||
| Cost of Sales | 880,535 | 146,276 | 734,259 | 502 | % | |||||||||||
| Gross Profit | 408,079 | 24,516 | 383,563 | 1,565 | % | |||||||||||
| Total operating costs and expenses | 267,512 | 544,920 | (277,408 | ) | (51 | )% | ||||||||||
| Income (loss) from operations before other income and income taxes | 140,567 | (520,404 | ) | 660,971 | (127 | )% | ||||||||||
| Other income | 17 | 2,435 | (2,418 | ) | (99 | )% | ||||||||||
| Income (loss) from operations before income taxes | 140,584 | (517,969 | ) | 658,553 | (127 | )% | ||||||||||
| Income taxes | 1,826 | - | 1,826 | N/A | ||||||||||||
| Net income (loss) from continuing operations | 138,758 | (517,969 | ) | 656,727 | (127 | )% | ||||||||||
| Income from discontinued operations, net of income taxes | - | 68,358 | (68,358 | ) | (100 | )% | ||||||||||
| Net income (loss) | 138,758 | (449,611 | ) | 588,369 | (131 | )% | ||||||||||
| Less: (loss) from discontinued operations attributable to non-controlling interests | - | - | - | N/A | ||||||||||||
| Net income (loss) attributable to common shareholders’ | $ | 138,758 | $ | (449,611 | ) | $ | 588,369 | (131 | )% | |||||||
All of our revenue during the three and nine months ended December 31, 2023 and 2022 was generated by our subsidiary Yuxinqi. Yuxinqi is a marketing enterprise with a focus on milled rice and other agricultural products. Incorporated on February 5, 2018, Yuxinqi’s sales are erratic, since a stable customer base has not been established yet. 96% of the Company’s revenue during the nine months ending December 31, 2023 were attributable to a single customer.
For the three and nine months ended December 31, 2023 and 2022, our revenue was attributable to the sales of milled rice and other foodstuffs. Sales by Yuxinqi during the three and nine months ended December 31, 2023 were 218% and 654% more than during the three and nine months ended December 31, 2022, respectively. The increase in revenue occurred primarily because of the orders from our customer Yuanzheng during those periods.
The cost of sales was $213,847 and $83,514 for the three months ended December 31, 2023 and 2022, $880,535 and $146,276 for the nine months ended December 31, 2023 and 2022, respectively. Operations during the three months ended December 31, 2023 and 2022 yielded gross profit of $83,588 and $10,017 with gross margin of 28.1% and 10.7%, respectively. Operations during the nine months ended December 31, 2023 and 2022 yielded gross profit of $408,079 and $24,516 with gross margin of 31.7% and 14.4%, respectively. The increase in gross margin during the three and nine months ended December 31, 2023, compared to the same period of the previous year, was primarily attributable to our promotions of new products at discount prices during the previous year. During the nine months ended December 31, 2023, when 96% of our sales were made to Yuanzheng, gross margin increased because we were able to negotiate sales of our “Jiufu” product series to Yuanzheng yielding the gross profit margin that product series had realized in earlier periods.
The Company reported negative operating expenses during the three months ended December 31, 2023 and very modest operating expenses during the three months ended December 31, 2022 because the Company includes “exchange gain (loss)” in its total operating expenses and realized an exchange gain in each of those quarters. Exchange gain (loss) represented the decrease or increase in the RMB value of Tianci’s debt to Organic Agricultural as a result of changes in the USD to CNY exchange rate. During the quarters ended December 31, 2023 and 2022, the USD weakened, which increased the value of Tianci’s obligation to Organic Agricultural. During the nine months periods ended December 31, 2023 and 2022, however, the value of the USD increased in comparison with the CNY, resulting in a reduction in the value of Tianci’s debt.
3
The Company’s operating expenses totaled ($32,326) and $9,564 during the three months ended December 31, 2023 and 2022, and $267,512 and $544,920 during the nine months ended September, respectively. The components of operating expenses (unaudited) were:
| Three Months Ended December 31 | Nine Months Ended December 31 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Salaries and benefits | $ | 20,410 | $ | 37,808 | $ | 100,719 | $ | 130,349 | ||||||||
| Office expenses | 11,721 | 11,360 | 42,069 | 115,429 | ||||||||||||
| Rentals and leases | 4,389 | 4,445 | 11,762 | 13,811 | ||||||||||||
| Professional fees | 11,643 | 22,875 | 40,782 | 65,710 | ||||||||||||
| Exchange loss | (80,439 | ) | (76,195 | ) | 59,204 | 192,194 | ||||||||||
| Advertising and promotion expenses | (50 | ) | 9,271 | 12,976 | 27,427 | |||||||||||
| Total operating expenses | $ | (32,326 | ) | $ | 9,564 | $ | 267,512 | $ | 544,920 | |||||||
Salaries and benefits decreased in the three and nine months ended December 31, 2023, due to a decrease in the total number of employees. Office expenses decreased in the three and nine months ended December 31, 2023 primarily attributable to the decrease in management service expenses.
The Company’s operations produced a net income of $114,088 and $407 from continuing operations for the three months ended December 31, 2023 and 2022, and a net income of $138,758 and a net loss of $517,969 from continuing operations for the nine months ended December 31, 2023 and 2022, respectively.
The Company produced a net income of $Nil and $68,358 for the three and nine months ended December 31, 2022 from the discontinued operations of Tianci Wanguan. On August 19, 2022, the Company completed the divestment of Tianci Wanguan.
Liquidity and Capital Resources
The Company’s operations have been financed primarily by proceeds from the sale of shares. During the nine months ended December 31, 2023, the Company received partial proceeds of $132,699 from the sale of 10,000,000 shares for a price of $880,000 to two investors in November 2022. As of December 31, 2023, the two subscribers have paid a total of $ 174,604 and agreed to pay the remaining proceeds of $705,396 on or before October 16, 2024. The debt is recorded as a subscription receivable in shareholders’ equity at December 31, 2023. Subsequent to December 31, 2023, one of the investors, Sun Ying, and the Company entered into an agreement that cancelled the Shares Increase Contract. Sun Ying agreed to surrender the shares to the Registrant for cancellation in exchange for cancellation of his commitment to pay 630,000 RMB (US$88,000) for the shares.
As of December 31, 2023, our working capital was $363,068, an increase of $339,842 during the nine months ended December 31, 2023. The increase was primarily due to our use of the partial proceeds from the sale of 10 million shares to fund business activity that increased our accounts receivable balance.
The largest components of working capital at December 31, 2023 were cash of $60,487, accounts receivable of $313,385 and inventories of $146,324, which were offset by $157,079 in customer deposits against future sales.
4
Cash Flows
The following unaudited table summarizes our cash flows for the nine months ended December 31, 2023 and 2022.
For the Nine Months Ended December 31, | Change | |||||||||||
| 2023 | 2022 | $ | ||||||||||
| Net cash (used in) operating activities | $ | (121,170 | ) | $ | (308,692 | ) | $ | 187,522 | ||||
| Net cash (used in) Investing activities | - | (288 | ) | 288 | ||||||||
| Net cash provided by financing activities | 132,699 | 13,968 | 118,731 | |||||||||
| Effect of exchange rate fluctuation on cash and cash equivalents | (904 | ) | (29,485 | ) | 28,581 | |||||||
| Net increase (decrease) in cash and cash equivalents | 10,625 | (324,497 | ) | 335,122 | ||||||||
| Cash and cash equivalents, beginning of period | 49,862 | 408,463 | (358,601 | ) | ||||||||
| Cash and cash equivalents, end of period | $ | 60,487 | $ | 83,966 | $ | (23,479 | ) | |||||
During the nine months ended December 31, 2023, our operations used net cash of $121,170. Although the Company recorded net income of $138,758 during the nine months period, its operations resulted in a net cash loss primarily because we increased accounts receivable by $296,490 and decreased accounts payable and accrued expenses by $45,460. During the nine months ended December 31, 2022, our operations used net cash of $308,692, primarily because we recorded a net loss of $517,969 from continuing operating.
During the nine months ended December 31, 2022, our investing activities used net cash of $288. The Company completed the divestment of Tianci Wanguan in this period, and the cash was disbursed on divestment of Tianci Wanguan.
Our financing activities during the nine months ended December 31, 2023 generated $132,699 from cash collected on account of the subscription receivable. The Company had $13,968 cash provided by financing activities and generated from cash collected on shares issued during the nine months ended December 31, 2022.
Trends, Events and Uncertainties
There is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues and recurring losses. If we are unable to generate significant revenue or secure additional financing, we may be required to cease or curtail our operations.
The Company is expanding its product offerings to include more products. In addition, our marketing personnel are developing new customers with the intention of building a stable base of customers. In this manner, the Company hopes to increase sales to support the future operations and development of the Company. There is no guarantee that the Company’s new strategy will be successful. As of December 31, 2023, a stable customer base has not been established yet.
The U.S. government, including the SEC, has made statements and taken actions that have led to changes in relations between the U.S. and China, and will impact companies with connections to the United States or China. Those actions by the U.S. government included imposing several rounds of tariffs affecting certain products manufactured in China and imposing sanctions and restrictions in relation to China. Actions by the SEC included issuing statements indicating that it would make enhanced review of companies with significant China-based operations. It is unknown whether and to what extent new legislation, executive orders, tariffs, laws or regulations will be adopted, or the effect that any such actions would have on U.S.-domiciled companies with significant connections to China, our industry or on us. Any unfavorable government policies on cross-border relations, including increased scrutiny on companies with significant China-based operations, capital controls or tariffs, may affect our ability to raise capital and the market price of our shares. If any new legislation, executive orders, tariffs, laws and/or regulations are implemented, if existing trade agreements are renegotiated or if the U.S. or Chinese governments take retaliatory actions due to the recent U.S.-China tensions, such changes could have an adverse effect on our business, financial condition and results of operations, our ability to raise capital and the market price of our shares. Changes in United States and China relations and/or regulations may adversely impact our business, our operating results, our ability to raise capital and the market price of our shares.
Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations.
5
Recent Accounting Pronouncements
There were no recent accounting pronouncements that we expect to have a material effect on the Company’s financial position or results of operations. Please refer to Note 2 of our condensed consolidated financial statements included in this quarterly report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2023. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses:
| ● | The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. |
| ● | Our internal financial staff lack expertise in identifying and addressing complex accounting issue under U.S. Generally Accepted Accounting Principles. |
| ● | Our Chief Financial Officer is not familiar with the accounting and reporting requirements of a U.S. public company. |
| ● | We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls. |
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures were not effective as of December 31, 2023 for the purposes described in this paragraph.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting came to management’s attention during the quarter ended December 31, 2023 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
6
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
There have been no material changes from the risk factors included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the SEC on November 17, 2023.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
During the quarter ended December 31, 2023, the Company did not complete any unregistered sales of equity securities.
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Act during the quarter ended December 31, 2023.
Item 3. Defaults upon Senior Securities.
Not applicable
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information.
During the quarter ended December 31, 2023, no director or officer
7
Item 6. Exhibits
INDEX TO EXHIBITS
8
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.
ORGANIC AGRICULTURAL COMPANY LIMITED
| Signature | Title | Date | ||
| /s/ Wu Zhiwei | Chief Executive Officer | March 4, 2024 | ||
| Wu Zhiwei | (Principal Executive Officer) | |||
| /s/ Sun Xiuxia | Chief Financial Officer | March 4, 2024 | ||
| Sun Xiuxia | (Principal Financial and Accounting Officer) |
9
Exhibit 31.1
Certification Of Principal Executive Officer
Section 302 Certification
I, Wu Zhiwei, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of ORGANIC AGRICULTURAL COMPANY LIMITED; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 4, 2024 | /s/ Wu Zhiwei |
|
Wu Zhiwei, Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Principal Financial Officer
Section 302 Certification
I, Sun Xiuxia, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of ORGANIC AGRICULTURAL COMPANY LIMITED; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 4, 2024 | /s/ Sun Xiuxia |
|
Sun Xiuxia, Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ORGANIC AGRICULTURAL COMPANY LIMITED (the “Company”) on Form 10-Q for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wu Zhiwei, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Sections 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 results of operations of the Company. |
| By: | /s/ Wu Zhiwei | Dated: March 4, 2024 | |
| Wu Zhiwei | |||
| Title: |
Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ORGANIC AGRICULTURAL COMPANY LIMITED (the “Company”) on Form 10-Q for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sun Xiuxia, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.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. |
| By: | /s/ Sun Xiuxia | Dated: March 4, 2024 | |
| Sun Xiuxia | |||
| Title: |
Chief Financial Officer (Principal Financial Officer) | ||
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Dec. 31, 2023 |
Mar. 31, 2023 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 274,000,000 | 274,000,000 |
| Common stock, shares issued | 93,726,994 | 93,726,994 |
| Common stock, shares outstanding | 93,726,994 | 93,726,994 |
Condensed Consolidated Statements of Operations and Comprehensive (Loss) (Unaudited) (Parentheticals) - $ / shares |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income Statement [Abstract] | ||||
| (Loss) per share – continuing operations – diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ (0.01) |
| (Loss) per share discontinued operations – diluted | 0.00 | 0.00 | 0.00 | 0.00 |
| Diluted income (loss) per share | $ 0.00 | $ 0.00 | $ 0.00 | $ (0.01) |
| Weighted average number of shares outstanding - diluted (in Shares) | 93,726,994 | 87,309,961 | 93,726,994 | 84,835,023 |
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) |
Common stock |
Additional Paid-in Capital |
Subscription Receivable |
(Deficit) |
Other Comprehensive Income (Loss) |
Total Shareholders’ Equity (Deficit) |
Non- controlling Interest |
Total |
|---|---|---|---|---|---|---|---|---|
| Balance at Mar. 31, 2022 | $ 83,537 | $ 4,266,611 | $ (3,803,720) | $ (173,204) | $ 373,224 | $ (69,349) | $ 303,875 | |
| Balance (in Shares) at Mar. 31, 2022 | 83,536,994 | |||||||
| Net income (loss) | (217,141) | (217,141) | (217,141) | |||||
| Foreign currency translation adjustment | 107,161 | 107,161 | 3,672 | 110,833 | ||||
| Balance at Jun. 30, 2022 | $ 83,537 | 4,266,611 | (4,020,861) | (66,043) | 263,244 | (65,677) | 197,567 | |
| Balance (in Shares) at Jun. 30, 2022 | 83,536,994 | |||||||
| Balance at Mar. 31, 2022 | $ 83,537 | 4,266,611 | (3,803,720) | (173,204) | 373,224 | (69,349) | 303,875 | |
| Balance (in Shares) at Mar. 31, 2022 | 83,536,994 | |||||||
| Net income (loss) | (449,611) | |||||||
| Balance at Dec. 31, 2022 | $ 93,727 | 5,153,407 | (866,032) | (4,250,354) | (16,660) | 114,088 | 114,088 | |
| Balance (in Shares) at Dec. 31, 2022 | 93,726,994 | |||||||
| Balance at Jun. 30, 2022 | $ 83,537 | 4,266,611 | (4,020,861) | (66,043) | 263,244 | (65,677) | 197,567 | |
| Balance (in Shares) at Jun. 30, 2022 | 83,536,994 | |||||||
| Net income (loss) | (232,877) | (232,877) | (232,877) | |||||
| Shares issued | $ 140 | 12,446 | 12,586 | 12,586 | ||||
| Shares issued (in Shares) | 140,000 | |||||||
| Foreign currency translation adjustment | 127,257 | 127,257 | 127,257 | |||||
| Divestment of Tianci Wanguan | 2,977 | (2,977) | 65,677 | 65,677 | ||||
| Balance at Sep. 30, 2022 | $ 83,677 | 4,279,057 | (4,250,761) | 58,237 | 170,210 | 170,210 | ||
| Balance (in Shares) at Sep. 30, 2022 | 83,676,994 | |||||||
| Net income (loss) | 407 | 407 | 407 | |||||
| Shares issued | $ 50 | 4,350 | 4,400 | 4,400 | ||||
| Shares issued (in Shares) | 50,000 | |||||||
| Sale of common shares | $ 10,000 | 870,000 | (866,032) | 13,968 | 13,968 | |||
| Sale of common shares (in Shares) | 10,000,000 | |||||||
| Foreign currency translation adjustment | (74,897) | (74,897) | (74,897) | |||||
| Balance at Dec. 31, 2022 | $ 93,727 | 5,153,407 | (866,032) | (4,250,354) | (16,660) | 114,088 | 114,088 | |
| Balance (in Shares) at Dec. 31, 2022 | 93,726,994 | |||||||
| Balance at Mar. 31, 2023 | $ 93,727 | 5,153,407 | (838,095) | (4,359,869) | (25,944) | 23,226 | 23,226 | |
| Balance (in Shares) at Mar. 31, 2023 | 93,726,994 | |||||||
| Net income (loss) | (153,656) | (153,656) | (153,656) | |||||
| Payment received | 6,984 | 6,984 | 6,984 | |||||
| Foreign currency translation adjustment | 122,924 | 122,924 | 122,924 | |||||
| Balance at Jun. 30, 2023 | $ 93,727 | 5,153,407 | (831,111) | (4,513,525) | 96,980 | (522) | (522) | |
| Balance (in Shares) at Jun. 30, 2023 | 93,726,994 | |||||||
| Balance at Mar. 31, 2023 | $ 93,727 | 5,153,407 | (838,095) | (4,359,869) | (25,944) | 23,226 | 23,226 | |
| Balance (in Shares) at Mar. 31, 2023 | 93,726,994 | |||||||
| Net income (loss) | 138,758 | |||||||
| Balance at Dec. 31, 2023 | $ 93,727 | 5,153,407 | (705,396) | (4,221,111) | 42,441 | 363,068 | 363,068 | |
| Balance (in Shares) at Dec. 31, 2023 | 93,726,994 | |||||||
| Balance at Jun. 30, 2023 | $ 93,727 | 5,153,407 | (831,111) | (4,513,525) | 96,980 | (522) | (522) | |
| Balance (in Shares) at Jun. 30, 2023 | 93,726,994 | |||||||
| Net income (loss) | 178,326 | 178,326 | 178,326 | |||||
| Payment received | 125,715 | 125,715 | 125,715 | |||||
| Foreign currency translation adjustment | 5,681 | 5,681 | 5,681 | |||||
| Balance at Sep. 30, 2023 | $ 93,727 | 5,153,407 | (705,396) | (4,335,199) | 102,661 | 309,200 | 309,200 | |
| Balance (in Shares) at Sep. 30, 2023 | 93,726,994 | |||||||
| Net income (loss) | 114,088 | 114,088 | 114,088 | |||||
| Foreign currency translation adjustment | (60,220) | (60,220) | (60,220) | |||||
| Balance at Dec. 31, 2023 | $ 93,727 | $ 5,153,407 | $ (705,396) | $ (4,221,111) | $ 42,441 | $ 363,068 | $ 363,068 | |
| Balance (in Shares) at Dec. 31, 2023 | 93,726,994 |
Nature of Operations and Basis of Presentation |
9 Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||
| Nature of Operations and Basis of Presentation [Abstract] | |||||||||||||||||||
| NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organic Agricultural Company Limited (“Organic Agricultural”, the “Company”, “we” or “us”) was incorporated in the State of Nevada on April 17, 2018.
The Company, through its subsidiaries with headquarters in Harbin, China, sells selenium-enriched products and other agricultural products. At December 31, 2023, the Company’s subsidiaries are as follows:
Divestment of Tianci Wanguan
On November 6, 2020 Organic Agricultural entered into a Cooperation Agreement with Unbounded IOT Block Chain Limited (“Unbounded”). The purpose of the Cooperation Agreement was to promote the use of blockchain technology in agriculture, specifically the development of tracing systems for agricultural products, the development of a blockchain-based shopping mall for agricultural products, and related improvements to the agricultural sector of the economy. To accomplish those purposes, Tianci Wanguan (Xiamen) Digital Technology Co., Ltd. (“Tianci Wanguan”) was incorporated on November 5, 2020. Tianci Wanguan was 51% owned by Organic Agricultural HK and 49% owned by Chen Zewu on behalf of Unbounded. On July 19, 2021 the parties executed a Supplementary Agreement to the Cooperation Agreement.
The Supplementary Agreement set forth performance criteria for Unbounded’s management of Tianci Wanguan: specifically that within 12 months after the shares mentioned below are issued to Unbounded, Tianci Wanguan must generate a profit of five million Renminbi (approximately US$774,000) from the business described in the Cooperation Agreement or any other business approved by Organic Agricultural. On November 23, 2021, Organic Agricultural issued 10 million shares of its common stock to Chen Zewu, who held them as agent for Unbounded. If Unbounded failed to satisfy the criteria described above, the 10 million shares must be returned to Organic Agricultural. If Unbounded did satisfy the criteria, then it would have unrestricted ownership of the 10 million shares, and Organic Agricultural would issue an additional 10 million shares to Unbounded. According to FASB ASC 505-50-S99-1 and 2, as the 10,000,000 shares issued on November 23, 2021 were unvested and forfeitable, these shares were treated as unissued until they vest when the target described above was met.
The share-based compensation was measured at grant date, based on the fair value of the award and would be recognized over its vesting period if it was determined that the target would more likely than not be met. After the criteria described above was satisfied, the Company would grant to Unbounded a total of 20,000,000 shares, including the 10,000,000 shares issued on November 23, 2021, with a fair value on the grant date, which is July 19, 2021, of $0.0969 per share. If the performance condition described above was satisfied, $1,938,000 in compensation expense would have been recognized under the provisions of ASC 718.
As of June 30, 2022, the Company had suspended the operations of Tianci Wanguan and on August 19, 2022, completed the divestment of its subsidiary. On August 19, 2022, the Company and Unbounded entered into an Agreement on Termination of Joint Operation. The parties agreed that Organic Agricultural would surrender to Unbounded its 51% interest in Tianci Wanguan, and Unbounded would return the 10 million shares to Organic Agricultural. The 10,000,000 shares previously issued on November 23, 2021 were returned and cancelled with no compensation expense recognized.
In accordance with U.S. GAAP, the financial position and results of operations of Tianci Wanguan are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The restated historical financial statements reflecting the divestment are unaudited. The cash flows and comprehensive income related to Tianci Wanguan have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Comprehensive Income, respectively, for all periods presented. With the exception of Note 3, the Notes to the Unaudited Condensed Consolidated Financial Statements reflect the continuing operations of the Company. See Note 3 - Discontinued Operations below for additional information regarding discontinued operations.
Certain amounts in the prior year’s condensed consolidated financial statements and related footnotes thereto have been reclassified to conform with the current year presentation as a result of the divestment of Tianci Wanguan. |
Summary of Significant Accounting Policies |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
Management has determined there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues and recurring losses. If we are unable to generate significant revenue or secure additional financing, we may be required to cease or curtail our operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company’s operations have been financed primarily by proceeds from the sale of shares. The Company sold an additional 10 million shares of its common stock to two subscribers in November 2022 for an aggregate price of $880,000 USD, with the payments for the shares scheduled to be paid before October 16, 2024. Heilongjiang Chuangyi, one of the subscribers, has paid $174,604 and agreed to pay the remaining proceeds of $617,396 on or before October 16, 2024. The Company will use these funds for working capital. On January 30, 2024, Sun Ying, the other subscriber, entered into an agreement with the Company that cancelled their Shares Increase Contract pursuant to which Sun Ying had committed to pay $88,000 for 1,000,000 shares. Sun Ying agreed to surrender the shares to the Company for cancellation.
The marketing personnel of the Company are developing new customers and hope to build a stable base of customers. In this manner, Management hopes to generate sufficient operating cash inflow to support its future operations and development of the Company in addition to capital raised from sales of shares and shareholders’ support based on need.
Basis of presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year. These condensed consolidated financial statements should be read in conjunction with Organic Agricultural Company’s audited financial statements and accompanying notes thereto as of and for the year ended March 31, 2023 included in Company’s current report on Form 10-K as filed with the SEC on November 17, 2023.
The Company’s condensed consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with U.S. GAAP.
Principles of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements include the assets, liabilities, and net income or loss of these subsidiaries.
The Company’s subsidiaries as of December 31, 2023 are listed as follows:
Use of estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the inventory valuation allowance. This estimate is often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.
Cash
Cash consists of cash on hand and bank deposits, which are unrestricted as to withdrawal and use in the PRC and the USA. All highly liquid investments with original stated maturities of three months or less are classified as cash. The Company’s cash consisted of cash on hand and cash in bank, as of December 31, 2023 and March 31, 2023.
Revenue recognition
The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities as described below.
The Company sells paddy and selenium-enriched paddy products, rice and other agricultural products. All revenue is recognized when it is both earned and realized. The Company’s policy is to recognize the sale when the products and services, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds, if not prepaid, is reasonably assured, all of which generally occur when the customer receives the products and services. Accordingly, revenue is recognized at the point in time when delivery is made and services are provided.
Given the nature of this revenue generated by the Company’s business and the applicable rules guiding revenue recognition, the Company’s revenue recognition practices do not include estimates that materially affect results of operations nor does the Company have any policy for return of products.
Fair value measurements
The Company applies the provisions of FASB ASC 820, Fair Value Measurements for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that are to be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices, other than those in Level 1, in markets that are not active or for similar assets and liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Financial assets and liabilities of the Company primarily consists of cash, accounts receivable, prepaid expenses, inventories, other receivables, accounts payable and accrued liabilities, customer deposits, due to or from related parties, and other payables. As at December 31, 2023 and March 31, 2023, the carrying values of these financial instruments approximated their fair values due to the short-term nature of these instruments.
Functional currency and foreign currency translation
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. The functional currency of the Company is the Chinese Renminbi (“RMB’), except the functional currency of Organic Agricultural HK is the Hong Kong Dollar (“HKD”), and the functional currency of Organic Agricultural Samoa and Organic Agricultural is the United States dollar (“US Dollars” “USD” or “$”). The reporting currency of these condensed consolidated financial statements is in US Dollars.
The financial statements of the Company, which are prepared using the RMB and the HKD, are translated into the Company’s reporting currency, the US Dollar. Assets and liabilities are translated using the exchange rate at each reporting period end date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income or loss.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from these transactions are included in operations.
The exchange rates used for foreign currency translation are as follows:
Income taxes
The Company follows FASB ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized.
ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The application of tax laws and regulations is subject to legal and factual interpretations, judgments and uncertainties. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policies, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the net deferred tax asset valuation allowance.
China
According to the “PRC Income Tax Law”, Tianci Liantian, Qingdao Tianci and Yuxinqi are subject to the 25% standard enterprise income tax rate in the PRC.
United States
The Company is subject to the U.S. corporation tax rate of 21%.
Samoa
Organic Agricultural (Samoa) Co., Ltd was incorporated in Samoa and, under the current laws of Samoa, it is not subject to income tax.
Hong Kong
Organic Agricultural Company Limited (Hong Kong) was incorporated in Hong Kong and is subject to Hong Kong profits tax. Organic Agricultural Company Limited (Hong Kong) is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. The applicable statutory tax rate is 16.5%.
Earnings (loss) per share
The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding during the period. Stock splits are given retroactive recognition for earnings (loss) per share.
Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stock using the treasury stock method and the potential common shares associated with convertible debt using the if-converted method. Potential common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Segment information and geographic data
The Company is operating in one segment in accordance with the accounting guidance in FASB ASC Topic 280, Segment Reporting. The Company’s revenues are from the sales of agricultural products to customers in the People’s Republic of China (“PRC”). All assets of the Company are located in the PRC.
Concentration of credit and customer risks
The Company maintains cash balances in two banks in China. In China, the insurance coverage of each bank is RMB500,000 (approximately US$71,000). As of December 31, 2023, the Company had no cash on deposit in excess of the insurance amounts.
During the nine months ended December 31, 2022, two customers, Jiufu Zhenyuan and Chuangyi Agriculture generated 60% and 13% of our revenues, respectively. During the nine months ended December 31, 2023, one customer, Yuanzheng, generated 96% of our revenues.
Recently adopted accounting standards
We do not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial position, statements of operations and cash flows. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DISCONTINUED OPERATIONS | NOTE 3. DISCONTINUED OPERATIONS
As discussed in Note 1: Basis of Presentation above, on August 19, 2022 the Company completed the divestment of Tianci Wanguan and the requirements for the presentation of Tianci Wanguan as a discontinued operation were met on that date. Accordingly, Tianci Wanguan’s historical financial results are reflected in the Company’s unaudited condensed consolidated financial statements as discontinued operations. The Company did not allocate any general corporate overhead or interest expense to discontinued operations.
The financial results of Tianci Wanguan are presented as income (loss) from discontinued operations, net of income taxes in the unaudited condensed consolidated statements of operations. The following table presents the financial results of Tianci Wanguan.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expenses |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PREPAID EXPENSES | NOTE 4. PREPAID EXPENSES
Prepaid expenses include prepayments for expenses, and prepayments of processing charges and products to be purchased. As of December 31, 2023 and March 31, 2023, prepayments and deferred expenses were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| INVENTORIES | NOTE 5. INVENTORIES
The Company’s inventories are all non-perishable products. The Company’s inventory consists principally of rice and other products which are vacuum-packed and have more than one year shelf life. The Company reviews its products and sells products near the end of their shelf life through promotions. As of December 31, 2023 and March 31, 2023, no reserve was considered necessary. The Company values inventory on its balance sheet at the lower of cost or net realizable value. Inventories consisted of the following:
|
|||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | NOTE 6. INCOME TAXES
A reconciliation of the income (loss) before income taxes for domestic and foreign locations for the three and nine months ended December 31, 2023 and 2022 is as follows:
The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows:
The Company did not recognize deferred tax assets since it is not likely to incur taxes against which such deferred tax assets may be offset. The deferred tax assets would apply to the Company in the U.S. and to Yuxinqi and Tianci Liangtian in China.
As of December 31, 2023, Yuxinqi, Qingdao Tianci and Tianci Liangtian have total net operating loss carry forwards of approximately $435,717 in the PRC that expire in 2028. Due to the uncertainty of utilizing these carry forwards, the Company provided a 100% valuation allowance on the net deferred tax assets of approximately $108,929 and $185,852 related to its operations in the PRC as of December 31, 2023 and March 31, 2023, respectively. The PRC valuation allowance decreased by approximately $77,000 for the nine months ended December 31, 2023. The profit of $270,890 from Yuxinqi caused the decrease in valuation allowance for the nine months ended December 31, 2023.
The Company incurred losses from its United States operations during all periods presented of approximately $1,660,000. The Company’s United States operations consist solely of ownership of its foreign subsidiaries, and the losses arise from administrative expenses and shares issued as compensation. Accordingly, management provided a 100% valuation allowance of approximately $349,000 and $338,000 against the net deferred tax assets related to the Company’s United States operations as of December 31, 2023 and March 31, 2023, respectively, because the deferred tax benefits of the net operating loss carry forwards in the United States will not likely be realized. The US valuation allowance increased by approximately $11,000 for the nine months ended December 31, 2023.
The Company is subject to examination by the Internal Revenue Service (IRS) in the United States as well as by the taxing authorities in China, where the Company has its operations. The tax years subject to examination vary by jurisdiction. The table below presents the earliest tax years that remain subject to examination by jurisdiction.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Customer Deposits |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer Deposits [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CUSTOMER DEPOSITS | NOTE 7. CUSTOMER DEPOSITS
Customer deposits consisted of the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS | NOTE 8. RELATED PARTY TRANSACTIONS
Amounts due to related parties consisted of the following as of the periods indicated:
Shen Zhenai is the President, Chairman of the Board, director and a shareholder of the Company. These advances represent temporary borrowings for operating costs between the Company and management. They are non-interest bearing and due on demand.
Heilongjiang Chuangyi Agriculture Co., Ltd (“Heilongjiang Chuangyi”) owns 9.60% of the Company. The advances represent advances for purchases from the Company in the future. During the nine months ended December 31, 2023, Heilongjiang Chuangyi purchased agricultural products from the Company totaling $29,805.
Tianzhi Equity Investment Fund Management (Shanghai) Co., Ltd. (“Tianzhi”) is controlled by Shen Zhenai, the president and chairman of the Board of the Company.
Amounts due from related parties consisted of the following as of the periods indicated:
Wu Zhiwei is the CEO and a director of the Company, and is also a shareholder of Heilongjiang Chuangyi. This payment represent temporary loan for operating costs to management. As of the reporting date, these funds have been used and reimbursed.
The amount due from Heilongjiang Chuangyi and Jiufu Zhenyuan was account receivable from sales transactions between the Company and Heilongjiang Chuangyi and Jiufu Zhenyuan.
Jilin Jiufu Zhenyuan Technology Development Co, Ltd (“Jiufu Zhenyuan”) owns 22.68% of the Company and Jiufu Zhenyuan’s President was, until January 3, 2024, a member of the Company’s Board of Directors. The advances represent advances for purchases from the Company in the future. During the nine months ended December 31, 2023, Jiufu Zhenyuan purchased agricultural products from the Company totaling $7,751. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lease |
9 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Lease [Abstract] | |
| LEASE | NOTE 9. LEASE
On April 1, 2019, the Company adopted FASB ASC 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.
Operating leases are reflected on our balance sheet within “operating lease right-of-use asset.” Right-of use (“ROU”) assets and the related operating lease liabilities represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease agreement. ROU assets and liabilities are recognized at the commencement date, or the date on which the lessor makes the underlying asset available for use, based upon the present value of the lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease regarding the terms.
The Company’s adoption of the new lease standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation required for the new lease standard. The impact of the adoption of the new lease standard included the recognition of right-of-use (“ROU”) asset and lease liabilities.
Leases with an initial term of 12 months or less are not recorded on the balance sheet. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses.
On March 23, 2022, Yuxinqi leased office space from March 23, 2022 to March 22, 2023 under an operating lease agreement (approximately 337.3 square meters). Under the terms of the lease, Yuxinqi committed to make annual lease payments of RMB136,606.50 (approximately US$19,000, including VAT tax). The government of Harbin issued policy on house rent relief for small, medium and micro enterprises and individual industrial and commercial households, and Yuxinqi got a three months rent-free period after March 22, 2023. On July 5, 2023, Yuxinqi renewed the operating lease agreement for the period from June 23, 2023 to June 22, 2024. Under the terms of the lease, Yuxinqi committed to make annual lease payments of RMB136,607 (approximately US$19,000, including VAT tax). The annual payment was fully paid and the payment was recorded as prepaid expenses, since it is a short-term lease.
For the nine months ended December 31, 2023 and 2022, the amortization of lease expenses was US$11,762 and US$13,811, respectively. |
Subscription Receivable |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Subscription Receivable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| SUBSCRIPTION RECEIVABLE | NOTE 10. SUBSCRIPTION RECEIVABLE
Subscription receivable consisted of the following commitments to purchase common stock as of the periods indicated:
On November 28, 2022 the Company entered into an agreement to sell 9,000,000 shares of its common stock to Heilongjiang Chuangyi Agriculture Co., Ltd. for a price of 5,670,000 RMB (US$792,000). The Company received partial proceeds of $174,604 from Heilongjiang Chuangyi Agriculture Co., Ltd. as of December 31, 2023. The remaining balance is due on or before October 16, 2024.
On November 29, 2022 the Registrant entered into an agreement to sell 1,000,000 shares of its common stock to Sun Ying for a price of 630,000 RMB (US$88,000). The Company received partial proceeds of $13,968 from Sun Ying as of March 31, 2023, but this payment was refunded during the quarter ended September 30, 2023. On January 30, 2024, Sun Ying and the Company entered into an agreement that cancelled the Shares Increase Contract. Sun Ying agreed to surrender the shares to the Company for cancellation. |
|||||||||||||||||||||||||||||||||||||||||||||
Contingencies |
9 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Contingencies [Abstract] | |
| CONTINGENCIES | NOTE 11. CONTINGENCIES
Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
The Company was not subject to any material loss contingencies as of December 31, 2023 and through the date of this report. |
Subsequent Events |
9 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS
On January 30, 2024, Sun Ying and the Company entered into an agreement that cancelled the Shares Increase Contract. Sun Ying agreed to surrender the shares to the Registrant for cancellation.
Management has evaluated subsequent events through the date which the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2023 have been incorporated into these consolidated financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Pay vs Performance Disclosure | ||||
| Net Income (Loss) | $ 114,088 | $ 407 | $ 138,758 | $ (449,611) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Trading Arrangements, by Individual | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy (Policies) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Going concern | Going concern Management has determined there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues and recurring losses. If we are unable to generate significant revenue or secure additional financing, we may be required to cease or curtail our operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s operations have been financed primarily by proceeds from the sale of shares. The Company sold an additional 10 million shares of its common stock to two subscribers in November 2022 for an aggregate price of $880,000 USD, with the payments for the shares scheduled to be paid before October 16, 2024. Heilongjiang Chuangyi, one of the subscribers, has paid $174,604 and agreed to pay the remaining proceeds of $617,396 on or before October 16, 2024. The Company will use these funds for working capital. On January 30, 2024, Sun Ying, the other subscriber, entered into an agreement with the Company that cancelled their Shares Increase Contract pursuant to which Sun Ying had committed to pay $88,000 for 1,000,000 shares. Sun Ying agreed to surrender the shares to the Company for cancellation. The marketing personnel of the Company are developing new customers and hope to build a stable base of customers. In this manner, Management hopes to generate sufficient operating cash inflow to support its future operations and development of the Company in addition to capital raised from sales of shares and shareholders’ support based on need. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year. These condensed consolidated financial statements should be read in conjunction with Organic Agricultural Company’s audited financial statements and accompanying notes thereto as of and for the year ended March 31, 2023 included in Company’s current report on Form 10-K as filed with the SEC on November 17, 2023. The Company’s condensed consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with U.S. GAAP. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principles of consolidation | Principles of consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements include the assets, liabilities, and net income or loss of these subsidiaries. The Company’s subsidiaries as of December 31, 2023 are listed as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the inventory valuation allowance. This estimate is often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash | Cash Cash consists of cash on hand and bank deposits, which are unrestricted as to withdrawal and use in the PRC and the USA. All highly liquid investments with original stated maturities of three months or less are classified as cash. The Company’s cash consisted of cash on hand and cash in bank, as of December 31, 2023 and March 31, 2023. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue recognition | Revenue recognition The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities as described below. The Company sells paddy and selenium-enriched paddy products, rice and other agricultural products. All revenue is recognized when it is both earned and realized. The Company’s policy is to recognize the sale when the products and services, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds, if not prepaid, is reasonably assured, all of which generally occur when the customer receives the products and services. Accordingly, revenue is recognized at the point in time when delivery is made and services are provided. Given the nature of this revenue generated by the Company’s business and the applicable rules guiding revenue recognition, the Company’s revenue recognition practices do not include estimates that materially affect results of operations nor does the Company have any policy for return of products. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value measurements | Fair value measurements The Company applies the provisions of FASB ASC 820, Fair Value Measurements for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that are to be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices, other than those in Level 1, in markets that are not active or for similar assets and liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities of the Company primarily consists of cash, accounts receivable, prepaid expenses, inventories, other receivables, accounts payable and accrued liabilities, customer deposits, due to or from related parties, and other payables. As at December 31, 2023 and March 31, 2023, the carrying values of these financial instruments approximated their fair values due to the short-term nature of these instruments. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Functional currency and foreign currency translation | Functional currency and foreign currency translation 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. The functional currency of the Company is the Chinese Renminbi (“RMB’), except the functional currency of Organic Agricultural HK is the Hong Kong Dollar (“HKD”), and the functional currency of Organic Agricultural Samoa and Organic Agricultural is the United States dollar (“US Dollars” “USD” or “$”). The reporting currency of these condensed consolidated financial statements is in US Dollars. The financial statements of the Company, which are prepared using the RMB and the HKD, are translated into the Company’s reporting currency, the US Dollar. Assets and liabilities are translated using the exchange rate at each reporting period end date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income or loss. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from these transactions are included in operations. The exchange rates used for foreign currency translation are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income taxes | Income taxes The Company follows FASB ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The application of tax laws and regulations is subject to legal and factual interpretations, judgments and uncertainties. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policies, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the net deferred tax asset valuation allowance. China According to the “PRC Income Tax Law”, Tianci Liantian, Qingdao Tianci and Yuxinqi are subject to the 25% standard enterprise income tax rate in the PRC. United States The Company is subject to the U.S. corporation tax rate of 21%. Samoa Organic Agricultural (Samoa) Co., Ltd was incorporated in Samoa and, under the current laws of Samoa, it is not subject to income tax. Hong Kong Organic Agricultural Company Limited (Hong Kong) was incorporated in Hong Kong and is subject to Hong Kong profits tax. Organic Agricultural Company Limited (Hong Kong) is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. The applicable statutory tax rate is 16.5%. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share | Earnings (loss) per share The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding during the period. Stock splits are given retroactive recognition for earnings (loss) per share. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stock using the treasury stock method and the potential common shares associated with convertible debt using the if-converted method. Potential common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded from the calculation of diluted EPS.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment information and geographic data | Segment information and geographic data The Company is operating in one segment in accordance with the accounting guidance in FASB ASC Topic 280, Segment Reporting. The Company’s revenues are from the sales of agricultural products to customers in the People’s Republic of China (“PRC”). All assets of the Company are located in the PRC. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Concentration of credit and customer risks | Concentration of credit and customer risks The Company maintains cash balances in two banks in China. In China, the insurance coverage of each bank is RMB500,000 (approximately US$71,000). As of December 31, 2023, the Company had no cash on deposit in excess of the insurance amounts. During the nine months ended December 31, 2022, two customers, Jiufu Zhenyuan and Chuangyi Agriculture generated 60% and 13% of our revenues, respectively. During the nine months ended December 31, 2023, one customer, Yuanzheng, generated 96% of our revenues. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recently adopted accounting standards | Recently adopted accounting standards We do not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial position, statements of operations and cash flows. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Company's Subsidiaries | The Company’s subsidiaries as of December
31, 2023 are listed as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Exchange Rates used for Foreign Currency Translation | The exchange rates used for foreign currency translation
are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Income (Loss) from Discontinued Operations, Net of Income Taxes | The financial results of Tianci Wanguan are presented
as income (loss) from discontinued operations, net of income taxes in the unaudited condensed consolidated statements of operations. The
following table presents the financial results of Tianci Wanguan.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expenses (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Prepayments and Deferred Expenses | Prepaid expenses include prepayments for expenses,
and prepayments of processing charges and products to be purchased. As of December 31, 2023 and March 31, 2023, prepayments and deferred
expenses were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventories | Inventories consisted of the following:
|
|||||||||||||||||||||||||||||||||||||||||||||
Income Taxes (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Reconciliation Income (Loss) Before Income Taxes for Domestic and Foreign Location | A reconciliation of the income (loss) before income
taxes for domestic and foreign locations for the three and nine months ended December 31, 2023 and 2022 is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Difference Between the U.S. Federal Statutory Income Tax Rate and the Company's Effective Tax Rate | The difference between the U.S. federal statutory
income tax rate and the Company’s effective tax rate was as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of PRC Statutory Income Tax Rate and the PRC Effective Tax Rate |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earliest Tax Year that Remain Subject to Examination by Jurisdiction | The table below presents the earliest tax years that remain subject to examination
by jurisdiction.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Customer Deposits (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer Deposits [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Customer Deposits | Customer deposits consisted of the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Amounts Due to Related Parties | Amounts due to related parties consisted of the
following as of the periods indicated:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Amounts Due from Related Parties | Amounts due from related parties consisted of
the following as of the periods indicated:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subscription Receivable (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Subscription Receivable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Subscription Receivable | Subscription receivable consisted of the following
commitments to purchase common stock as of the periods indicated:
|
|||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations (Details) - Schedule of Income (Loss) from Discontinued Operations, Net of Income Taxes - Discontinued Operations [Member] - USD ($) |
3 Months Ended | 9 Months Ended |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2022 |
|
| Schedule of Income (Loss) from Discontinued Operations, Net of Income Taxes [Line Items] | ||
| Net sales | ||
| Cost of sales | ||
| Gross profit | ||
| Selling, general and administrative expenses | 1 | |
| Operating (loss) | (1) | |
| Other income | ||
| (Loss) before income taxes | (1) | |
| Income tax (expense) benefit | ||
| (Loss) from discontinued operations, net of income taxes | (1) | |
| Less: Net (loss) attributable to non-controlling interest | ||
| Net (loss) from discontinued operations attributable to controlling interest | $ (1) |
Prepaid Expenses (Details) - Schedule of Prepayments and Deferred Expenses - USD ($) |
9 Months Ended | 12 Months Ended |
|---|---|---|
Dec. 31, 2023 |
Mar. 31, 2023 |
|
| Schedule of Prepayments and Deferred Expenses [Line Items] | ||
| Prepayments for expenses | $ 11,512 | |
| Prepayments of processing charges and products to be purchased: | ||
| Others | 3,332 | 756 |
| Total | 22,016 | 6,212 |
| Less: Provision for bad debts | 5,293 | 5,456 |
| Prepaid expenses, net | 16,723 | 756 |
| Baoqing County Fengnian Agricultural Product Purchase and Sale Ltd. [Member] | ||
| Prepayments of processing charges and products to be purchased: | ||
| Prepayments of processing charges and products | 5,293 | 5,456 |
| Harbin Huichuan Package Products Co., ltd [Member] | ||
| Prepayments of processing charges and products to be purchased: | ||
| Prepayments of processing charges and products | $ 1,879 |
Inventories (Details) - Schedule of Inventories - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
|---|---|---|
| Inventory [Line Items] | ||
| Inventories, net | $ 146,324 | $ 149,757 |
| Rice and other products [Member] | ||
| Inventory [Line Items] | ||
| Inventories, net | 100,003 | 119,233 |
| Packing and other materials [Member] | ||
| Inventory [Line Items] | ||
| Inventories, net | $ 46,321 | $ 30,524 |
Income Taxes (Details) - USD ($) |
9 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Mar. 31, 2023 |
|
| Income taxes [Line Items] | ||
| Profit | $ 270,890 | |
| PRC [Member] | ||
| Income taxes [Line Items] | ||
| Operating loss carryforwards | $ 435,717 | |
| Percentage of allowance on all deferred tax assets | 100.00% | |
| Valuation allowance | $ 108,929 | $ 185,852 |
| Change in valuation allowance | 77,000 | |
| United States [Member] | ||
| Income taxes [Line Items] | ||
| Valuation allowance | 349,000 | $ 338,000 |
| Change in valuation allowance | 11,000 | |
| Incurred losses | $ 1,660,000 | |
| Percentage of valuation allowance | 100.00% |
Income Taxes (Details) - Schedule of Reconciliation Income (Loss) Before Income Taxes for Domestic and Foreign Location - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Schedule of Reconciliation Income (Loss) Before Income Taxes for Domestic and Foreign Location [Abstract] | ||||
| United States | $ (16,239) | $ (30,616) | $ (50,412) | $ (91,766) |
| Foreign | 130,327 | 31,023 | 189,170 | (426,203) |
| Income (loss) before income taxes | $ 114,088 | $ 407 | $ 138,758 | $ (517,969) |
Income Taxes (Details) - Schedule of Difference Between the U.S. Federal Statutory Income Tax Rate and the Company's Effective Tax Rate |
9 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Schedule of Difference Between the U.S. Federal Statutory Income Tax Rate and the Company | ||
| U.S. federal statutory income tax rate | 21.00% | 21.00% |
| U.S. valuation allowance | (21.00%) | (21.00%) |
| The Company’s effective tax rate | 0.00% | 0.00% |
Income Taxes (Details) - Schedule of PRC Statutory Income Tax Rate and the PRC Effective Tax Rate |
9 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| The Schedule of PRC Statutory Income Tax Rate and the PRC Effective Tax Rate [Abstract] | ||
| Rates for Tianci Liangtian, Qingdao Tianci and Yuxinqi, net | 25.00% | 25.00% |
| Utilization of net operating loss carryforward | (24.00%) | |
| PRC valuation allowance | (25.00%) | |
| The Company’s effective (benefit) tax rate | 1.00% | 0.00% |
Income Taxes (Details) - Schedule of Earliest Tax Year that Remain Subject to Examination by Jurisdiction |
9 Months Ended |
|---|---|
Dec. 31, 2023 | |
| U.S. Federal [Member] | |
| Income Taxes (Details) - Schedule of Earliest Tax Year that Remain Subject to Examination by Jurisdiction [Line Items] | |
| Tax examination date | Mar. 31, 2020 |
| China [Member] | |
| Income Taxes (Details) - Schedule of Earliest Tax Year that Remain Subject to Examination by Jurisdiction [Line Items] | |
| Tax examination date | Dec. 31, 2019 |
Customer Deposits (Details) - Schedule of Customer Deposits - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
|---|---|---|
| Contract with Customer, Asset, Past Due [Line Items] | ||
| Total customer deposits | $ 157,079 | $ 151,435 |
| Shouhang [Member] | ||
| Contract with Customer, Asset, Past Due [Line Items] | ||
| Total customer deposits | 50,473 | 52,030 |
| Beiqinhai [Member] | ||
| Contract with Customer, Asset, Past Due [Line Items] | ||
| Total customer deposits | 96,275 | 99,242 |
| Others [Member] | ||
| Contract with Customer, Asset, Past Due [Line Items] | ||
| Total customer deposits | $ 10,331 | $ 163 |
Related Party Transactions (Details) |
Dec. 31, 2023
USD ($)
|
|---|---|
| Heilongjiang Chuangyi [Member] | |
| Related Party Transactions [Line Items] | |
| Ownership percentage | 9.60% |
| Purchase of agricultural | $ 29,805 |
| Jiufu Zhenyuan [Member] | |
| Related Party Transactions [Line Items] | |
| Ownership percentage | 22.68% |
| Purchase of agricultural | $ 7,751 |
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
|---|---|---|
| Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | ||
| Amount due to related parties | $ 25,846 | $ 726 |
| Tianzhi [Member] | ||
| Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | ||
| Amount due to related parties | 25,425 | |
| Shen Zhenai [Member] | ||
| Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | ||
| Amount due to related parties | 421 | 511 |
| Heilongjiang Chuangyi [Member] | ||
| Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | ||
| Amount due to related parties | $ 215 |
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
|---|---|---|
| Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | ||
| Amounts due from related parties | $ 2,284 | $ 324 |
| Wu Zhiwei [Member] | ||
| Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | ||
| Amounts due from related parties | 1,413 | |
| Heilongjiang Chuangyi [Member] | ||
| Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | ||
| Amounts due from related parties | 871 | |
| Jiufu Zhenyuan [Member] | ||
| Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | ||
| Amounts due from related parties | $ 324 |
Lease (Details) |
1 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
|
Jul. 05, 2023
USD ($)
|
Jul. 05, 2023
CNY (¥)
|
Mar. 23, 2022
USD ($)
m²
|
Mar. 23, 2022
CNY (¥)
m²
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
|
| Right-of-Use Assets and Lease Liabilities [Line Items] | ||||||
| Initial term of leases | 12 months | |||||
| Annual lease payments | $ 19,000 | ¥ 136,606.5 | ||||
| Rent expenses | $ | $ 11,762 | $ 13,811 | ||||
| Operating Lease Agreement [Member] | Yuxinqi [Member] | ||||||
| Right-of-Use Assets and Lease Liabilities [Line Items] | ||||||
| Area of lease office (in Square Meters) | m² | 337.3 | 337.3 | ||||
| Annual lease payments | $ 19,000 | ¥ 136,607 | ||||
Subscription Receivable (Details) |
9 Months Ended | |||||
|---|---|---|---|---|---|---|
|
Mar. 31, 2023
USD ($)
|
Dec. 31, 2023
USD ($)
|
Nov. 29, 2022
USD ($)
shares
|
Nov. 29, 2022
CNY (¥)
shares
|
Nov. 28, 2022
USD ($)
shares
|
Nov. 28, 2022
CNY (¥)
shares
|
|
| Subscription Receivable [Line Items] | ||||||
| Received partial proceeds | $ | $ 13,968 | |||||
| Heilongjiang Chuangyi Agriculture Co., Ltd [Member] | ||||||
| Subscription Receivable [Line Items] | ||||||
| Received partial proceeds | $ | $ 174,604 | |||||
| Heilongjiang Chuangyi Agriculture Co., Ltd [Member] | Common Stock [Member] | ||||||
| Subscription Receivable [Line Items] | ||||||
| Common stock, share sold (in Shares) | shares | 9,000,000 | 9,000,000 | ||||
| Common stock, value price | $ 792,000 | ¥ 5,670,000 | ||||
| Sun Ying [Member] | Common Stock [Member] | ||||||
| Subscription Receivable [Line Items] | ||||||
| Common stock, share sold (in Shares) | shares | 1,000,000 | 1,000,000 | ||||
| Common stock, value price | $ 88,000 | ¥ 630,000 | ||||
Subscription Receivable (Details) - Schedule of Subscription Receivable - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
|---|---|---|
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
| Subscription receivable | $ 705,396 | $ 838,095 |
| Sun Ying [Member] | ||
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
| Subscription receivable | 88,000 | 74,032 |
| Heilongjiang Chuangyi Agriculture Co., Ltd. [Member] | ||
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
| Subscription receivable | $ 617,396 | $ 764,063 |