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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Bitmis Corporation (CE) | USOTC:BIMT | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.20 | 0.00 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from ___ to ____
Commission file number
Formerly known as BITMIS CORP.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
Beijing, PRC
(Address of principal executive offices, Zip Code)
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
As of November 14, 2023, there were
BITMIS CORP.
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
| Page | ||
| PART I | FINANCIAL INFORMATION: | 1 |
| Item 1. | Financial Statements (Unaudited) | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| PART II | OTHER INFORMATION: | 36 |
| Item 1 | Legal Proceedings | 36 |
| Item 1A | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults Upon Senior Securities | 36 |
| Item 4. | Mine Safety Disclosures. | 36 |
| Item 5. | Other Information | 36 |
| Item 6. | Exhibits | 36 |
i
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Cambell International Holding Corp., formerly known as Bitmis Corp. (“the Company”, “we”, “us” or “our”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
1
CAMBELL INTERNATIONAL HOLDING CORP.
(FORMELY BITMIS HOLDING CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2023 AND JUNE 30, 2023
(Expressed in U.S. dollar, except for the number of shares)
September 30, 2023 | June 30, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of $ | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Amounts due from related parties | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property, plant and equipment, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Advance from customers | ||||||||
| Amounts due to related parties | ||||||||
| Payroll payable | - | |||||||
| Tax payable | ||||||||
| Other payables | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred shares, par value $ | ||||||||
| Common shares, par value $ | ||||||||
| Common shares to be issued, par value $ | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
CAMBELL INTERNATIONAL HOLDING CORP.
(FORMELY BITMIS HOLDING CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Expressed in U.S. dollar, except for the number of shares)
(Unaudited)
| For the three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| REVENUES | $ | $ | ||||||
| COST OF REVENUES | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| INCOME (LOSS) FROM OPERATIONS | ( | ) | ||||||
| OTHER INCOME (EXPENSE), NET | ||||||||
| Other incomes | ||||||||
| Other expenses | ( | ) | ||||||
| Total other income net | ||||||||
| NET INCOME (LOSS) BEFORE INCOME TAX | ( | ) | ||||||
| Income tax expense | ||||||||
| NET INCOME (LOSS) | ( | ) | ||||||
| Other comprehensive income: | ||||||||
| Foreign currency translation income | ||||||||
| Total comprehensive income | $ | $ | ||||||
| $ | $ | ( | ) | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CAMBELL INTERNATIONAL HOLDING CORP.
(FORMELY BITMIS HOLDING CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Expressed in U.S. dollar, except for the number of shares)
(Unaudited)
| Preferred shares | Common shares | Common shares to be issued | Accumulated other | |||||||||||||||||||||||||||||||||||||
| Number of | Number of | Number of | Subscription | Accumulated | comprehensive | |||||||||||||||||||||||||||||||||||
| shares | Amount | shares | Amount | shares | Amount | receivable | deficit | income | Total | |||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||
| Net income | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||
| Common shares | Accumulated other | |||||||||||||||||||||||
| Number of | Subscription | Accumulated | comprehensive | |||||||||||||||||||||
| shares | Amount | receivable | deficit | income | Total | |||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CAMBELL INTERNATIONAL HOLDING CORP.
(FORMELY BITMIS HOLDING CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Expressed in U.S. dollars)
(Unaudited)
| September 30, 2023 | September 30, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivables | ||||||||
| Prepayments | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Advance from customers | ( | ) | ||||||
| Payroll payable | ( | ) | ( | ) | ||||
| Tax payable | ( | ) | ( | ) | ||||
| Other payables | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Disposal (purchase) of property, plant and equipment | ( | ) | ||||||
| Cash provided by (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCIING ACTIVITIES | ||||||||
| Proceeds from advances from related parties | ||||||||
| Repayment to related parties | ( | ) | ||||||
| Cash provided by (used in) financing activities | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE ON CASH | ( | ) | ( | ) | ||||
| NET CHANGE IN CASH | ( | ) | ||||||
| CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CAMBELL INTERNATIONAL HOLDING CORP.
(FORMELY BITMIS HOLDING CORP.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
(Unaudited)
1. ORGANIZATION AND BUSINESS
Cambell Interntaionl Holding Corp. (formerly known as Bitmis Corp.), via the PRC affiliated entity Liaoning Kangbaier Biotechnology Development Co., Ltd. (“Liaoning Kangbaier”), engages in the research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials as well as the production, distribution marketing and sales of natural β -carotene health food products.
On December 30, 2022, the Company entered into
a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”)
which indirectly wholly owns Liaoning Kangbaier, a limited liability company incorporated in British Virgin Islands on September 23, 2020
and (ii) the shareholders of Cambell International (the “Cambell Shareholders”) to acquire all the issued and outstanding
capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of
Contractual Arrangements
The Company, through its wholly-owned foreign subsidiary, WFOE in the PRC, Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd., entered into a series of contractual arrangements with Liaoning Kangbaier (collectively known as “the VIE”) and its respective shareholders that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. As PRC laws and regulations prohibit and restrict foreign ownership of business in certain industries, while it has not been definitely determined by the Company that operates in an industry that is subject to such constraints over foreign ownership, the Company’s management has elected to operates its business, primarily through the VIE to mitigate the risk of being subject to such regulation. As such, Liaoning Kangbaier is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. The material terms of the VIE Agreements are summarized as follows:
Consulting Service Agreement
Pursuant to the terms of the Exclusive Consulting
and Service Agreement dated November 27 2022, between Baijiakang Consulting and Kangbaier Liaoning (the “Consulting Service Agreement”),
Baijiakang Consulting is the exclusive consulting and service provider to Kangbaier Liaoning to provide business-related software research
and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving
services; employees training services; technology development and sublicensing services; public relations services; market investigation,
research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing
events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services;
and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount
after Kangbaier Liaoning’s profit before tax in the corresponding year deducts Kangbaier Liaoning’s losses, if any, in the
previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident
fund. Kangbaier Liaoning agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without
prior written consent from Baijiakang Consulting. In addition, Baijiakang Consulting may transfer its rights and obligations under the
Consulting Service Agreement to Baijiakang Consulting’s affiliates without Kangbaier Liaoning’s consent, but Baijiakang Consulting
shall notify Kangbaier Liaoning of such transfer. This Agreement is valid for a term of
6
Business Operation Agreement
Pursuant to the terms of the Business Operation
Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning and the shareholders of Kangbaier Liaoning (the “Business
Operation Agreement”), Kangbaier Liaoning has agreed to subject the operations and management of its business to the control
of Baijiakang Consulting. According to the Business Operation Agreement, Kangbaier Liaoning is not allowed to conduct any transactions
that has substantial impact upon its operations, assets, rights, obligations and personnel without the Baijiakang Consulting’s written
approval. The shareholders of Kangbaier Liaoning and Kangbaier Liaoning will take Baijiakang Consulting’s advice on appointment
or dismissal of directors, employment of Kangbaier Liaoning’s employees, regular operation, and financial management of Kangbaier
Liaoning. The shareholders of Kangbaier Liaoning have agreed to transfer any dividends, distributions or any other profits that they receive
as the shareholders of Kangbaier Liaoning to Baijiakang Consulting without consideration. The Business Operation Agreement is valid for
a term of
Proxy Agreement
Pursuant to the terms of the Proxy Agreements
dated November 27, 2022, among Baijiakang Consulting, and the shareholders of Kangbaier Liaoning (each, the “Proxy Agreement”,
collectively, the “Proxy Agreements”), each shareholder of Kangbaier Liaoning has irrevocably entrusted his/her shareholder
rights as Kangbaier Liaoning’s shareholder to Baijiakang Consulting, including but not limited to, proposing the shareholder meeting,
accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling
or transferring the shares held by such shareholder, for
Equity Disposal Agreement
Pursuant to the terms of the Equity Disposal Agreement
dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning, and the shareholders of Kangbaier Liaoning (the “Equity
Disposal Agreement”), the shareholders of Kangbaier Liaoning granted Baijiakang Consulting or its designees an irrevocable and
exclusive purchase option (the “Option”) to purchase Kangbaier Liaoning’s all or partial equity interests and/or
assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Baijiakang Consulting’s
discretion in full or in part, to the extent permitted by PRC law. The shareholders of Kangbaier Liaoning agreed to give Kangbaier Liaoning
the total amount of the exercise price as a gift, or in other methods upon Baijiakang Consulting’s written consent to transfer the
exercise price to Kangbaier Liaoning. The Equity Disposal Agreement is valid for a term of
Equity Pledge Agreement
Pursuant to the terms of the Equity Pledge Agreement dated November 27, 2022, among Baijiakang Consulting and the shareholders of Kangbaier Liaoning (the “Pledge Agreement”), the shareholders of Kangbaier Liaoning pledged all of their equity interests in Kangbaier Liaoning to Baijiakang Consulting, including the proceeds thereof, to guarantee Kangbaier Liaoning’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, a “Agreement”, collectively, the “Agreements”). If Kangbaier Liaoning or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Baijiakang Consulting, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Kangbaier Liaoning. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Baijiakang Consulting’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.
Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation.
7
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8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2023, and results of operations and cash flows for the three-month periods ended September 30, 2023 and 2022. The unaudited interim condensed consolidated balance sheet as of September 30, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended June 30, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements.
Principle of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.
In assessing the Company’s liquidity, the
Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s
liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of September
30, 2023, the Company’s current liabilities exceeded the current assets by $
In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity.
On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties.
These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
9
Liquidity
The Company had a working deficit of $
The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. In addition, the existing major shareholder committed not to request for repayment of the amount due to shareholders by September 30, 2023. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.
Use of Estimates
The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.
In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time.
In early May 2023, the World Health Organization International Health Regulations Emergency Committee announced that the Public Health Emergency of International Concern (the “Committee”) should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread.
VIE Consolidation
For the consolidated VIEs, management made evaluations of the relationships between the Company and the VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of such contractual arrangements, the Company controls the shareholders’ voting interests in these VIEs. As a result of such evaluation, management concluded that the Company is the primary beneficiary of its consolidated VIEs.
PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, Internet access, online games, mobile, value added telecommunications and certain other businesses in which the Company is engaged or could be deemed to be engaged. Consequently, the Company conducts certain of its operations and businesses in the PRC through its VIEs. The Company consolidates in its consolidated financial statements all of the VIEs of which the Company is the primary beneficiary.
10
September 30, 2023 | June 30, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Amounts due from related parties | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property, plant and equipment, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Advance from customers | ||||||||
| Amounts due to related parties | ||||||||
| Payroll payable | ||||||||
| Tax payable | ||||||||
| Other payables | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| For the three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Gross profit | $ | $ | ||||||
| Net income (loss) | $ | $ | ( | ) | ||||
11
Fair Value of Financial Instruments
U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:
Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - include other inputs that are directly or indirectly observable in the market place.
Level 3 - unobservable inputs which are supported by little or no market activity.
The carrying value of the Company’s financial instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their fair value due to their short maturities.
In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.
As of September 30, 2023 and June 30, 2023, the Company had no investments in financial instruments.
Cash
Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.
Cash denominated in RMB with a U.S. dollar equivalent
of $
12
Accounts Receivable, Net and Allowance for Doubtful Accounts
Accounts receivable represents the revenue earned
from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s
best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection
have been exhausted and the likelihood of collection is not probable. The Company adopted ASU 2016- 13, “Financial Instruments -
Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional
guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively,
including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful
accounts, which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for doubtful accounts
considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable
forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine
whether these receivables are considered at risk or uncollectible. The Company assesses collectibility by pooling receivables that have
similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics.
For receivables evaluated individually, when it is determined that foreclosure is probable or when the debtor is experiencing financial
difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of collateral, expected
credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The balance
of allowance of September 30, 2023 and June 30, 2023 were $
Inventory
Inventory primarily consists of 1) raw materials, primarily ingredients such as carrots, 2) finished goods, primarily β-carotene series products including carrot juice, carrot meal and carrot noodle, and 3) miscellaneous such as packages.
Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead.
Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
Property, Plant and Equipment
Property, plant and equipment, net is recorded
at cost less accumulated depreciation and accumulated impairment.
| Useful Lives | ||
| Categories | (Years) | |
| Furniture and equipment | ||
| Machinery | ||
| Motor vehicles |
Expenditure for maintenance and repairs is expended as incurred.
The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
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Impairment of Long-lived Assets
In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of September 30, 2023 and June 30, 2023.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption.
The Company recognizes revenues when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements.
The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.
Judgment is used in determining: (1) whether the financing component in the sales agreement is significant and, if so, (2) the discount rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on the timing of payments agreed to by the parties to the contract that provides the customer with a significant benefit of financing. If determined to be significant, the Company adjusts the promised amount of consideration for the effects of the time value of money.
Judgment is also used in assessing whether the long-term accounts receivable results in variable consideration and, if so, the amount to be included in the transaction price. The Company applies the portfolio approach to estimating the amount of variable consideration in these arrangements using the most likely amount method that is based on the Company’s historical collection experience under similar arrangements.
Based on the above significant judgments, the financing component, arising from the long-term accounts receivable was recognized as financing revenue over the time of payment. There was no financing revenue for the three months ended September 30, 2023 and 2022, respectively.
14
The Company is in traditional production business operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products. There is no warranty and return policy for the customers.
| For the three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Sales | Sales | |||||||
| Health product sales | $ | $ | ||||||
| Franchise fee | ||||||||
| Total revenues | $ | $ | ||||||
There is no variable consideration and non-cash consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation. The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products. Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price).
There is no contract asset that the Company has right to consideration in exchange for the product sales that the Company has transferred to customers. Such right is not conditional on something other than the passage of time.
The standard warranty included in the price of the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control over the products, and the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation.
Practical expedients and exemption
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and when the customers pay for those deliverables will be more than one year.
Advertising and Promotional Expenses
Advertising costs are expensed as incurred and
included in selling expenses. Advertising costs amounted to $
Income Tax
The Company’s subsidiaries in China were subject to the income tax laws of the relevant tax jurisdiction. No taxable income was generated outside the PRC for the three months ended September 30, 2023 and 2022. The Company accounts for income tax in accordance with U.S. GAAP.
Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive loss in the period of the enactment of the change.
15
The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
Value Added Tax
The Company was subject to VAT at the rate of
Earnings Per Share
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
Diluted EPS includes the effect from potential issuance of ordinary shares. There was no potentially dilutive share to be issued during the three months ended September 30, 2023 and 2022.
Related Parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign Currency and Foreign Currency Translation
The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of operations and comprehensive loss.
16
The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.
| Balance sheet items, except for equity accounts | ||
| September 30, 2023 | RMB | |
| June 30, 2023 | RMB | |
| Income statement and cash flows items | ||
| For the three months ended September 30, 2023 | RMB | |
| For the three months ended September 30, 2022 | RMB |
Segment reporting
The Company’s management reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Recent Accounting Pronouncements
The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC.
In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business entities. The Company adopted the ASU 326, On a quarterly basis, in accordance with FASB ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”), the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for doubtful accounts that reflects its best estimate of the lifetime expected credit losses. The allowance for credit loss is based on an assessment of past events, current economic conditions, and forecasts of future events. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. and the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.
17
On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January 1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures.
In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows.
3. ACCOUNTS RECEIVABLE, NET
| September 30, 2023 | June
30, | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
September 30, 2023 | June 30, 2023 | |||||||
| Beginning | $ | $ | ||||||
| Additions | ||||||||
| Reversal | ||||||||
| Exchange rate different | ( | ) | ( | ) | ||||
| Balance | $ | $ | ||||||
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4. PREPAYMENTS
| September 30, 2023 | June 30, 2023 | |||||||
| Prepayments for inventory | $ | $ | ||||||
| Prepayments | $ | $ | ||||||
5. OTHER RECEIVABLS
| September 30, 2023 | June 30, 2023 | |||||||
| Loans receivable from employees | $ | $ | ||||||
| Other receivables | $ | $ | ||||||
6. INVENTORY
| September 30, 2023 | June 30, 2023 | |||||||
| Raw materials, parts, and components | $ | $ | ||||||
| Finished goods | ||||||||
| Miscellaneous supplies | ||||||||
| Inventory | $ | $ | ||||||
7. PROPERTY, PLANT AND EQUIPMENT, NET
| September 30, 2023 | June 30, 2023 | |||||||
| Vehicle | $ | $ | ||||||
| Office equipment | ||||||||
| Machinery, equipment, and tools | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation expenses charged to the consolidated
statements of operations and comprehensive loss for the three months ended September 30, 2023 and 2022 were $
8. ADVANCE FROM CUSTOMERS
| September 30, | June 30, | |||||||
| 2023 | 2023 | |||||||
| Advance from clients, beginning of the period | $ | $ | ||||||
| Revenue deferred during the period | ||||||||
| Returned of revenue deferred in prior periods | ( | ) | ||||||
| Recognition of revenue deferred in prior periods | ( | ) | ( | ) | ||||
| Advance from clients, end of the period | $ | $ | ||||||
The Company returned $
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9. OTHER PAYABLES
| September 30, 2023 | June 30, | |||||||
| Accruals | $ | $ | ||||||
| Other payables | $ | $ | ||||||
10. AMOUNTS DUE FROM AND DUE TO RELATED PARTIES
| Note | September 30, 2023 | June 30, | ||||||||
| Amounts due from related parties: | ||||||||||
| Duolun Kangbaier Biotechnology Co. LTD | (a) | $ | $ | |||||||
| Panjin Kangying Health Food Co., LTD | (a) | |||||||||
| Liaoning Baijiakang Health Technology Co. LTD | (a) | |||||||||
| Ms. Xiuhua Sun | (b) | |||||||||
| Mr. Mingkai Cao | (c) | |||||||||
| Total | $ | $ | ||||||||
| Amounts due to related parties: | ||||||||||
| Panjin Double Eagle Green Health Food Co. LTD | (d) | |||||||||
| Panjin Double Eagle Weishi Green Health Food Co. LTD | (d) | |||||||||
| Suzhou Weixuan Information Technology Co., LTD | (e) | |||||||||
| Ms. Xiuzhi Sun | (f) | |||||||||
| Total | $ | $ | ||||||||
| (a) |
| (b) |
|
| (c) |
|
| (d) | |
20
| (e) |
| (f) |
11. INCOME TAXES
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
United State
Cambell International is incorporated in the State
of Nevada and is subject to the U.S. federal tax. The federal corporate income tax rate is
British Virgin Islands
Win&win Industrial are incorporated in the British Virgin Islands and not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
BJK Holding Group was incorporated in Hong Kong
and is subject to the Hong Kong profits tax rate at
PRC
Under the Enterprise Income Tax (“EIT”)
Law, which has been effective since January 1, 2008, domestic enterprises and foreign invested enterprises (the “FIEs”) are
subject to a unified
| For the three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Loss before income taxes | $ | $ | ( | ) | ||||
| United States statutory income tax rate | % | % | ||||||
| Income tax credit computed at statutory corporate income tax rate | ( | ) | ||||||
| Reconciling items: | ||||||||
| Non-deductible expenses | ||||||||
| Change in valuation allowance | ( | ) | ||||||
| Income tax expense | $ | $ | ||||||
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions for the three months ended September 30, 2023 and 2022, the Company had no unrecognized tax benefits.
12. CHINA CONTRIBUTION PLAN
The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions.
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13. CONCENTRATIONS AND CREDIT RISK
(a) Concentrations
In the three months ended September 30, 2023,
As of September 30, 2023,
As of September 30, 2023,
(b) Credit risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of September 30, 2023 and June 30, 2023, substantially all of the Company’s cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.
For the credit risk related to trade accounts receivable, which are unsecured in nature, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations; however, there is the extremely remote chance that all trade receivables may be become uncollectible.
14. COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of business, the Company may be subject to certain legal proceedings, claims and disputes that arise from the business operations. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of September 30, 2023, the Company had no outstanding lawsuits or claims.
15. SUBSEQUENT EVENT
The Company evaluated all events and transactions that occurred after September 30, 2023 up through the date financial statements on November 20, 2023, there are no material subsequent events to disclose in these consolidated financial statements.
16. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
The Company performed a test on the restricted net assets of the consolidated subsidiaries in accordance with the United States Securities and Exchange Commission’s Regulation S-X, Rule 408 (e) (3) “General Notes to Financial Statements”, and it was concluded that the Company needed to only disclose the financial information for the parent company.
The consolidated subsidiaries did not pay any dividends to the Company for the periods presented. Certain information included in the financial and footnote disclosures were generally statements prepared in accordance with U.S. GAAP which have been condensed and omitted. These statements should be read in conjunction with the notes to the consolidated financial statements of the Company.
22
The financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investments in its subsidiaries.
| September 30, 2023 | June 30, 2023 | |||||||
| Non-current assets | ||||||||
| Investment in subsidiary | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | - | - | ||||||
| Total liabilities | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred shares, par value $ | ||||||||
| Common shares, par value $ | ||||||||
| Common shares to be issued, par value $ | ||||||||
| Shares subscription receivables | ( | ) | ( | ) | ||||
| Accumulated deficits | ||||||||
| Accumulated other comprehensive loss | ||||||||
| Total shareholders’ deficit | ||||||||
| Total liabilities and shareholders’ deficit | $ | $ | ||||||
| For the three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| INCOME (LOSS) FROM SUBSIDIARIES | $ | $ | ( | ) | ||||
| NET INCOME (LOSS) | ( | ) | ||||||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | ||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | $ | ( | ) | ||||
| For the three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Equity (income) loss of subsidiary | ( | ) | ||||||
| Net cash used in operating activities | ||||||||
| CHANGES IN CASH | ||||||||
| CASH, beginning of period | ||||||||
| CASH, end of period | $ | $ | ||||||
23
ITEM 2. MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENT NOTICE
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q and our financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”).
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “hopes,” “estimates,” “should,” “may,” “will,” “with a view to” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rates; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission. For more information, see our discussion of risk factors located at Part I, Item 1A of our 2019 Form 10-K.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
OVERVIEW
Corporate History and Structure
Cambell International Holding Corp., formerly known as Bitmis Corp.
Bitmis Corp. was founded in the State of Nevada on June 6, 2016. The Company originally intended to commence operations in the business of consulting in Thailand, but it was not successful. Thus, the Company became dormant in July 2020.
Custodianship. On April 12, 2022, the Eighth Judicial District Court in Clark County, Nevada Case No: A-22-849683-B appointed Custodian Ventures LLC, a Wyoming limited liability company of which Mr. David Lazar was managing member (“Custodian Ventures”), as the Company’s custodian. Upon Custodian Ventures’ appointment, all of the remaining former officers and directors of the Company resigned.
David Lazar, 31, a private investor, served as CEO and Chairman of the Company commencing December 9, 2021.
2022 Transaction. On September 22, 2022, as a result of a private transaction (the “2022 Transaction”), 10,000,000 shares of the Company’s series A preferred stock, $0.001 par value per share, were transferred from Custodian Ventures to Xiaoyan Yuan (the “Purchaser”) for a cash consideration of $430,000 constituting personal funds of the Purchaser. As a result, the Purchaser became the holder of 90% of the voting rights of the issued and outstanding share capital of the Company.
24
On September 22, 2022, David Lazar resigned from all of his positions with the Company. Concurrently, and effective on the date of the transfer, Xiaoyan Yuan consented to act as the Company’s Chief Executive Officer, President, Chief Financial Officer, and sole director and also assumed the positions of Secretary and Treasurer.
Share Exchange with Cambell International Holding Limited. On December 30, 2022, we entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”), a limited liability company incorporated in the British Virgin Islands on September 23, 2020; (ii) the shareholders of Cambell International (the “Cambell Shareholders”); and (iii) Ms. Xiaoyan Yuan, the holder of all of our outstanding shares of preferred stock, to acquire all the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the “Shares”) of our common stock and the transfer by Ms. Yuan to the Cambell Shareholders of 9,000,000 shares of our series A preferred stock owned by her (“Reverse Acquisition”). The Reverse Acquisition was closed on December 30, 2022.
Amendments to Articles of Incorporation
Name Change to Campbell International Holding Corp. Effective as of May 25, 2023, our Board of Directors and majority consenting shareholders signed a joint written consent (the “Campbell Joint Written Consent”), approving an amendment to our articles of incorporation to change our name and trading symbol. The Campbell Joint Written Consent was approved by all members of the Board of Directors and by a majority of our shareholders holding of record an aggregate of 10,406,400 shares of our common stock.
On June 29, 2023, an amendment to the articles of incorporation was filed with the Nevada Secretary of State (the “Campbell Certificate of Amendment”) to effect the change of name from “Bitmis Corp.” to “Campbell International Holding Corp.” (the “Campbell Company Name Change”). On July 10, 2023, the Company also filed an issuer notification form with FINRA (the “Issuer Notification”) reflecting the Campbell Company Name Change and requesting a change in its trading symbol from “BITM” to “KAFC” or such other trading symbol as may be available. The Campbell Certificate of Amendment to the Corporation’s Articles of Incorporation was effective as of the date of acceptance by the Secretary of State of the State of Nevada or June 29, 2023.
The foregoing description of the Campbell Certificate of Amendment and Campbell Joint Written Consent do not purport to be complete and are qualified in their entirety by reference to the full text of the Campbell Certificate of Amendment and Campbell Joint Written Consent, which were filed as Exhibit 3.1 and Exhibit 99.1, respectively, to the Current Report on Form 8-K with the Securities and Exchange Commission on July 11, 2023.
Name Change to Cambell International Holding Corp. Effective as of July 19, 2023, our Board of Directors and majority consenting shareholders signed a joint written consent (the “Cambell Joint Written Consent”), approving an amendment to the articles of incorporation to change the name of the Company and the Company’s trading symbol. The Cambell Joint Written Consent was approved by all members of our Board of Directors and by the majority of our shareholders holding of record an aggregate of 10,406,400 shares of our common stock.
On July 25, 2023, a further amendment to our articles of incorporation was filed with the Nevada Secretary of State to effect the change of name from “Campbell International Holding Corp.” to “Cambell International Holding Corp.” (the “Cambell Certificate of Amendment”). The Cambell Certificate of Amendment to our articles of incorporation was effective as of the date of acceptance by the Secretary of State of the State of Nevada on July 25, 2023.
The foregoing description of the Cambell Certificate of Amendment and Cambell Joint Written Consent do not purport to be complete and are qualified in their entirety by reference to the full text of the Cambell Certificate of Amendment and Cambell Joint Written Consent, which were filed as Exhibit 3.1 and Exhibit 99.1 to the Current Report on Form 8-K with the Securities and Exchange Commission on August 10, 2023.
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Current Corporate Structure
Following the consummation of the Reverse Acquisition, we engage in the research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials as well as the production, distribution, marketing, and sales of natural β -carotene health food products. Natural β -carotene is a safe source of vitamin A which is an essential nurturant important for vision, growth, cell division, reproduction, and immunity as well as containing antioxidant properties which offer protection from diabetes, heart disease, and cancer.
The Company owns 100% of the issued and outstanding capital stock of Cambell International Holding Limited, which was incorporated on September 23, 2020 under the law of the British Virgin Islands. Cambell International Holding Limited is a holding company holding the following entities:
| Win&win Industrial Development Limited | ● | A British Virgin Islands company | 100% | |
| (“Win&win”) | ● | Principal activities: investment holding | ||
| BJK Holding Group Limited | ● | A Hong Kong company | 100% | |
| (“BJK Holding”) | ● | Principal activities: investment holding | ||
| Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd | ● | A PRC limited liability company and deemed a wholly foreign-invested enterprise | 100% | |
| (“Baijiakang Consulting”) | ● | Principal activities: consultancy and information technology support | ||
| LiaoNing KangBaiEr Biotechnology Development Co., Ltd. | ● | A PRC limited liability company |
VIE by contractual arrangements | |
| (“Liaoning Kangbaier”) | ● | Incorporated on September 22, 2015 | ||
| ● | Principal activities: research and development of extraction processes of natural β - carotene, the planting and harvesting of raw materials, and the production, distribution, marketing, and sales of natural β -carotene health food products. | |||
| Doron KangBaier Biotechnology Co. LTD (“Doron”) | ● | A PRC limited liability company | 100% owned by LiaoNing KangBaiEr | |
| ● | Principal activities: research and support | |||
| LiaoNing BaiJiaKang Health Technology Co. LTD (“Liaoning”) |
●
● |
A PRC limited liability company
Principal activities: promotion and support |
100% owned by LiaoNing KangBaiEr |
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The following diagram illustrates our corporate structure as of the date of this Quarterly Report:
Contractual Arrangements among WFOE, Liaoning Kangbaier, and Liaoning Kangbaier’s Shareholders
Liaoning Kangbaier Biotechnology Development Co., Ltd
Liaoning Kangbaier Biotechnology Development Co., Ltd. (“Liaoning Kangbaier”), the VIE, was formed under the laws of the PRC on September 22, 2015. We operate our research, development, production, and marketing business of natural B-carotene based nutritional products through Liaoning Kangbaier and its wholly owned subsidiaries, Doron Kangbaier Biotechnology Co. Ltd., and Liaoning BaiJiaKang Health Technology Co. Ltd., in China.
Pursuant to PRC law, each entity formed under PRC law must have a business scope as submitted to the Administration for Market Regulation or its local counterpart. Depending on the particular business scopes, approval by the relevant competent regulatory agencies may be required prior to commencement of business operations. Since the sole business of our WFOE is to provide Liaoning Kangbaier with technical support, consulting services, and other management services relating to its day-to-day business operations and management in exchange for a service fee approximately equal to all pre-tax profits of Liaoning Kangbaier and its subsidiaries (minus any accumulated losses (if any) of Liaoning Kangbaier and its subsidiaries in the previous fiscal year, and the amount required for operating funds, expenditures, taxes, and other statutory contributions in any particular fiscal year), such business scope is appropriate under PRC law. Liaoning Kangbaier, on the other hand, is also able to, pursuant to its business scope, conduct the business of manufacturing nutritional products. Liaoning Kangbaier is approved by the Market Regulation Bureau of Panjin to engage in its business.
We control Liaoning Kangbaier through a series of contractual arrangements, or “VIE Agreements,” which are described under “Contractual Arrangements among WFOE, Liaoning Kangbaier, and Liaoning Kangbaier Shareholders.” The VIE Agreements are designed so that the operations of the VIE are solely for the benefit of WFOE and ultimately, the Company. As such, under U.S. GAAP, the Company is deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIE for accounting purposes only and must consolidate the VIE because we meet the conditions under the U.S. GAAP to consolidate the VIE.
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While we do not have any equity interest in our consolidated affiliated entities, we have been and are expected to continue to be dependent on them to operate our business as long as there is limitation or prohibition in the interpretation and application by local governments of regulations concerning foreign investments in companies such as our consolidated affiliated entities. We rely on our consolidated affiliated entities to maintain or renew their respective qualifications, licenses, or permits necessary for our business in China. We believe that under the VIE Agreements, we have substantial control over our consolidated affiliated entities and their respective shareholders to renew, revise, or enter into new contractual arrangements prior to the expiration of the current arrangements on terms that would enable us to continue to operate our business in China after the expiration of the current arrangements, or pursuant to certain amendments and changes of the current applicable PRC laws, regulations, and rules on terms that would enable us to continue to operate our business in China legally. While we currently do not anticipate any changes to PRC laws in the near future that may impact our ability to carry out our business in China, no assurances can be made in this regard. See “Item 1A. Risk Factors-Risks Related to Doing Business in China.” For a detailed description of the risks associated with our corporate structure and the contractual arrangements that support our corporate structure, see “Item 1A. Risk Factors - Risks Relating to our Commercial Relationship with our VIE” in our 2023 Annual Report filed with the SEC on October 20, 2023.
The following is a summary of the VIE Agreements among the WFOE, Liaoning Kangbaier, and Liaoning Kangbaier’s Shareholders.
On November 27, 2022, Baijiakang Consulting, Liaoning Kangbaier, and Liaoning Kangbaier’s Shareholders. entered into a series of contractual agreements for Liaoning Kangbaier to qualify as a variable interest entity or VIE (the “VIE Agreements”). The VIE Agreements consist of the following:
| (1) | Consulting Service Agreement |
| (2) | Business Operation Agreement |
| (3) | Proxy Agreement |
| (4) | Equity Disposal Agreement |
| (5) | Equity Pledge Agreement |
Consulting Service Agreement. Pursuant to the terms of the Exclusive Consulting and Service Agreement dated November 27, 2022, between Baijiakang Consulting and Liaoning Kangbaier (the “Consulting Service Agreement”), Baijiakang Consulting is the exclusive consulting and service provider to Liaoning Kangbaier to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after Liaoning Kangbaier’s profit before tax in the corresponding year deducts Liaoning Kangbaier’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. Liaoning Kangbaier agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from Baijiakang Consulting. In addition, Baijiakang Consulting may transfer its rights and obligations under the Consulting Service Agreement to Baijiakang Consulting’s affiliates without Liaoning Kangbaier’s consent, but Baijiakang Consulting shall notify Liaoning Kangbaier of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by Baijiakang Consulting unless terminated by Baijiakang Consulting unilaterally prior to the expiration.
Business Operation Agreement. Pursuant to the terms of the Business Operation Agreement dated November 27, 2022, among Baijiakang Consulting, Liaoning Kangbaier, and the shareholders of Liaoning Kangbaier (the “Business Operation Agreement”), Liaoning Kangbaier has agreed to subject the operations and management of its business to the control of Baijiakang Consulting. According to the Business Operation Agreement, Liaoning Kangbaier is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations, and personnel without the Baijiakang Consulting’s written approval. The shareholders of Liaoning Kangbaier and Liaoning Kangbaier will take Baijiakang Consulting’s advice on appointment or dismissal of directors, employment of Liaoning Kangbaier’s employees, regular operation, and financial management of Liaoning Kangbaier. The shareholders of Liaoning Kangbaier have agreed to transfer any dividends, distributions, or any other profits that they receive as the shareholders of Liaoning Kangbaier to Baijiakang Consulting without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting prior to the expiration thereof. The Business Operation Agreement may be terminated earlier by Baijiakang Consulting with a 30-day written notice.
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Proxy Agreement. Pursuant to the terms of the Proxy Agreements dated November 27, 2022, among Baijiakang Consulting, and the shareholders of Liaoning Kangbaier (each, the “Proxy Agreement”, collectively, the “Proxy Agreements”), each shareholder of Liaoning Kangbaier has irrevocably entrusted his/her shareholder rights as Liaoning Kangbaier’s shareholder to Baijiakang Consulting, including but not limited to, proposing the shareholder meeting, accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling or transferring the shares held by such shareholder, for 10 years or earlier if the Business Operation Agreement was terminated for any reasons.
Equity Disposal Agreement. Pursuant to the terms of the Equity Disposal Agreement dated November 27, 2022, among Baijiakang Consulting, Liaoning Kangbaier, and the shareholders of Liaoning Kangbaier (the “Equity Disposal Agreement”), the shareholders of Liaoning Kangbaier granted Baijiakang Consulting or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase Liaoning Kangbaier’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Baijiakang Consulting’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of Liaoning Kangbaier agreed to give Liaoning Kangbaier the total amount of the exercise price as a gift, or in other methods upon Baijiakang Consulting’s written consent to transfer the exercise price to Liaoning Kangbaier. The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting.
Equity Pledge Agreement. Pursuant to the terms of the Equity Pledge Agreement dated November 27, 2022, among Baijiakang Consulting and the shareholders of Liaoning Kangbaier (the “Pledge Agreement”), the shareholders of Liaoning Kangbaier pledged all of their equity interests in Liaoning Kangbaier to Baijiakang Consulting, including the proceeds thereof, to guarantee Liaoning Kangbaier’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, an “Agreement”, collectively, the “Agreements”). If Liaoning Kangbaier or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Baijiakang Consulting, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Liaoning Kangbaier. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Baijiakang Consulting’s prior written consent. The Pledge Agreement is valid until all the obligations due under the Agreements have been fulfilled.
The foregoing summaries of the VIE Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the respective VIE Agreement, which are filed as Exhibits 10.2 through 10.6 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on January 11, 2023.
See “Condensed Consolidating Schedule,” below and “Item 1. Financial Statements and Supplementary Data - Consolidated Financial Statements and Footnotes”.
CURRENT BUSINESS OPERATIONS
Our Products and Markets
We, through our China-based VIE, Liaoning Kangbaier and its subsidiaries, produce, market, and sell natural β -carotene-based health products. Natural β -carotene is a safe source of vitamin A and has high nutritional and medicinal value. A substantial amount of scientific research data, obtained through clinical trials at home and abroad have verified that natural β -carotene plays a significant role in supplementing vitamin A, acts as an antioxidant, maintains cell vitality, assists in cancer prevention, vision protection, blood glucose regulation, body immunity improvement, intestinal microecological protection, cardiovascular and cerebrovascular disease prevention, may delay the effects of aging, and provides other physical benefits.
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Natural β -carotene is widely used in the health food, health products, dietary supplements, cosmetics and feed industries, and the global market application scale is steadily growing. According to Technavio data, the global β -carotene market size reached $370 million in 2015 and reached $460 million in 2020, with a compound annual growth rate of 4.5%. The market size is expected to reach $650 million by 2026.
We have developed a natural β -carotene series of health products, including natural β -carrot juice, natural β -carrot powder, and natural β -carotene noodles. In the future, we plan to develop a variety of other forms of carotene products, such as carotene milk, carotene biscuits, carotene jelly, carotene enzyme, and others, so that carotene products will become a staple of the Chinese diet.
As of September 30, 2023, we owned 25,000 mu of carrot planting base, with an annual output of 125,000 tons of carrots. For the quarters ended September 30, 2023 and September 30, 2022, our revenue is $348,628 and $68,035, respectively. The market repeat purchase rate is 80%. According to the consumer satisfaction survey in recent years, the satisfaction index of carotene series products is relatively high. According to consumer feedback, the product is excellent in improving vision, digestion, and immunity and in reducing the pain of chemoradiotherapy. Our products are mainly sold in the form of solid and liquid drinks.
Our β -Carotene Products
The following are some of our products:
Our main products are β-carotene series products. In order to introduce our products to the public quickly and widely, we have developed and designed various forms of products, such as liquid, powder, and pasta, taking into account the convenience of product transportation, appearance, and portability and catering to the different preferences of consumers. The amount of carotene in these different forms of products is slightly different. Our Natural Beta carotene drink contains 4mg of beta carotene per 100ml; the powdered beta-carotene content was ≥24.5mg per 100g.
While we strictly control the quality of our products, we will also continue to enrich the product categories. We will target the mass consumer market, covering different groups such as infants, young and middle-aged, and the elderly. In the next step, through the establishment of cooperation with China Polypeptide Industry Group, based on the cooperation of clear protein polypeptide powder, we are committed to the development of peptide products and other new products with carrot-based raw materials. In the future, through international product certification, we intend to enter the global market.
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The Baijiakang Healthy Lifestyle Supermarket Concept
The Baijiakang Healthy Lifestyle Supermarket, offered as a franchise, is intended to serve the middle-aged and elderly residents in the community by providing a comprehensive platform for one-stop shopping, physiotherapy, integrated health evaluation and consultation, health therapy, health education, and related health services. The goal is to meet the basic needs of the residents for a healthy life including natural β -carotene series products. Each store is equipped with professional health testing instruments, so that customers can participate in health evaluations and consultations. A personal profile is created for each member, recording their personal health data in detail, which, together with an analysis of the results by health testing instruments, can provide health-related disease prevention recommendations and suggest health-related products.
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BaiJiaKang APP (www.baijiakang.wx.chinakbegf.com), provides technical support for offline stores and enables customers to register free as “members” through the mobile link, purchase goods, and enjoy other benefits. The mobile link also connects supply chains, distributors, franchisees, allied merchants, and other users with sales volume, customers, distributors, revenue, channels, and valuable customers, Win&win, a sense of community, and an inter-connected system.
We will provide pre-sales and after-sales tracking, maintenance, feedback, and emergency response services for store members. A consumer satisfaction evaluation system is employed to continuously improve our customers’ shopping experience, strengthen customer retention, and increase customers’ repurchase rate.
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RESULTS OF OPERATIONS
Three months ended September 30, 2023 compared to three months ended September 30, 2022
The following table sets forth key components of our results of operations during the three months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenue.
| Three Months ended September 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Amount | of Revenue | Amount | of Revenue | |||||||||||||
| Revenues | $ | 348,628 | 100.00 | % | $ | 68,035 | 100.00 | % | ||||||||
| Cost of revenues | (192,820 | ) | (55.31 | )% | (64,133 | ) | (94.27 | )% | ||||||||
| Gross profit | 155,808 | 44.69 | % | 3,902 | 5.73 | % | ||||||||||
| Operating expenses | ||||||||||||||||
| Selling expenses | (9,907 | ) | (2.84 | )% | (941 | ) | (1.38 | )% | ||||||||
| General and administrative expenses | (56,567 | ) | (16.23 | )% | (75,129 | ) | (110.43 | )% | ||||||||
| Income (loss) from operations | 89,334 | 25.62 | % | (72,168 | ) | (106.08 | )% | |||||||||
| Other Income (expense) | ||||||||||||||||
| Other incomes | 36,963 | 10.60 | % | 8,148 | 11.98 | % | ||||||||||
| Other expenses | (1,753 | ) | (0.50 | )% | - | - | ||||||||||
| Net income (loss) before taxes | 124,544 | 35.72 | % | (64,020 | ) | (94.10 | )% | |||||||||
| Income tax expenses | - | - | - | - | ||||||||||||
| NET INCOME (LOSS) | $ | 124,544 | 35.72 | % | $ | (64,020 | ) | (94.10 | )% | |||||||
Revenues. Our revenues were $348,628 for the three months ended September 30, 2023 representing an increase of $280,593 or 412% from $68,035 for the three months ended September 30, 2022. There are two revenue streams within the Company’s operations: (1) normal product sales of carotene which constitutes the majority of the revenues, and (2) franchise fee, recognized averagely over the contract period. The increase was mainly due to product volumes and types increased rapidly as the recovering of the economic market after the release from COVID-19 during the three months ended September 30, 2023. The Company started recognized franchise fee for the three months ended September 30, 2023 as well.
The following table summarizes our revenues by revenue streams for the three months ended September 30, 2023 and 2022:
| Three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Sales | Sales | |||||||
| Normal product sales | $ | 340,576 | $ | 68,035 | ||||
| Franchise fee | 8,052 | - | ||||||
| Total revenues | $ | 348,628 | $ | 68,035 | ||||
Cost of revenues. Our cost of revenues was $192,820 for the three months ended September 30, 2023 compared to $64,133 for the same period last year. Cost of revenue refers to the cost of material and labor cost, direct material and overhead costs. The increase was in line with the revenue.
Gross profit and gross margin. Our gross profit was $155,808 for the three months ended September 30, 2023 compared with a gross profit of $3,902 for the same period last year. The gross margin increased from 5.73% during 2022 to 44.69% during 2023. The increase was in line with the business rise.
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Selling expenses. As shown below, our selling expenses consist primarily of compensation and benefits to our selling department and other expenses incurred in connection with general operations. Our selling expenses increased by $8,966 to $9,907 for the three months ended September 30, 2023 from $941 for the same period 2022. The increase was primarily due to the advertising fee increased by $5,565 for the three months ended September 30, 2023, as in line with the rise of revenue.
| September 30, 2023 | September 30, 2022 | Fluctuation | ||||||||||||||||||||||
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |||||||||||||||||||
| Advertising fee | $ | 5,565 | 56.17 | % | $ | - | - | $ | 5,565 | 100.00 | % | |||||||||||||
| Others | 4,342 | 43.83 | % | 941 | 100.00 | % | 3,401 | 361.42 | % | |||||||||||||||
| Total selling expenses | $ | 9,907 | 100.00 | % | $ | 941 | 100.00 | % | $ | 8,966 | 952.82 | % | ||||||||||||
General and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $18,562 to $56,567 for the three months ended September 30, 2023 from $75,129 for the same period in 2022. The decrease was mainly due to the decline of salary and social insurance $15,042 for the three months ended September 30, 2023, resulting from reducing of one department vice manager.
| September 30, 2023 | September 30, 2022 | Fluctuation | ||||||||||||||||||||||
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |||||||||||||||||||
| Salary and social insurance | $ | 28,132 | 49.73 | % | $ | 43,174 | 57.47 | % | $ | (15,042 | ) | (34.84 | )% | |||||||||||
| Business entertainment | 1,151 | 2.04 | % | 2,386 | 3.18 | % | (1,235 | ) | (51.76 | )% | ||||||||||||||
| Depreciation and amortization | 3,558 | 6.29 | % | 4,832 | 6.43 | % | (1,274 | ) | (26.37 | )% | ||||||||||||||
| Office expenses | 12,142 | 21.47 | % | 9,551 | 12.71 | % | 2,591 | 27.13 | % | |||||||||||||||
| Professional fee | 6,494 | 11.48 | % | 11,622 | 15.47 | % | (5,128 | ) | (44.12 | )% | ||||||||||||||
| Travel fee | 1,360 | 2.40 | % | 1,546 | 2.06 | % | (186 | ) | (12.03 | )% | ||||||||||||||
| Other | 3,730 | 6.59 | % | 2,018 | 2.68 | % | 1,712 | 84.84 | % | |||||||||||||||
| Total general and administrative expenses | $ | 56,567 | 100.00 | % | $ | 75,129 | 100.00 | % | $ | (18,562 | ) | (24.71 | )% | |||||||||||
Income tax expense. Our income tax expense was nil for the three months ended September 30, 2023 and 2022.
Net income (loss). As a result of the cumulative effect of the factors described above, our net income was $124,544 for the three months ended September 30, 2023 and a net loss $64,020 for the three months ended September 30, 2022.
Liquidity and Capital Resources
The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through short-term and long-term commercial bank loans from Chinese banks, as well as its ongoing operating activities by using funds from loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.
The following table set forth a summary of its cash flows for the periods indicated:
| For the Three Months Ended | ||||||||
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| Net cash provided by (used in) operating activities | $ | 259,178 | $ | (9,981,867 | ) | |||
| Net cash provided by (used in) investing activities | 3,988 | (47,807 | ) | |||||
| Net cash provided by (used in) financing activities | $ | (162,697 | ) | $ | 10,003,998 | |||
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Operating Activities
Net cash provided by operating activities was $259,178 for the three months ended September 30, 2023, as compared to net cash used in operating activities was $9,981,867 for the three months ended September 30, 2022.
The net cash provided by operating activities for the three months ended September 30, 2023 was mainly due to our net profit of $124,544, an increase in advance from customers of $226,383. The net cash provided by operating activities for the three months ended September 30, 2022 was mainly due to our net loss of $64,020, a decrease in advance from customers of $6,278,407 and a decrease in other payables of $3,759,841, partially offset by a decrease in other receivable of $49,825.
Investing Activities
Net cash provided by investing activities was $3,988 for the three months ended September 30, 2023, as compared to $47,807 net cash used in investing activities for the three months ended September 30, 2022. The net cash provided by investing activities was mainly attributable to disposal of property and equipment for the three months ended September 30, 2023. The net cash used in investing activities was mainly attributable to purchase of property and equipment for the three months ended September 30, 2022.
Financing Activities
Net cash used in financing activities was $162,697 for the three months ended September 30, 2023, as compared to $10,003,998 net cash provided by financing activities for the three months ended September 30, 2022. The net cash used in financing activities was mainly attributable to repayment to related parties for the three months ended September 30, 2023. The net cash provided by financing activities was mainly attributable to advances from related parties for the three months ended September 30, 2022.
Contractual Obligations
The Company had no short-term and long-term bank loans as of September 30, 2023 and June 30, 2023.
Off-Balance Sheet Transactions
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Critical Accounting Policies
We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
See Note 2 to the financial statements included herewith.
Recent Accounting Pronouncements
See Note 2 to the financial statements included herewith.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
ITEM 1A. RISK FACTORS
Not Applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITES
None
ITEM 4. MINE SAFETY DISCLOSURES.
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
The following exhibits are included as part of this report:
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended* | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document.* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
| * | Filed herewith |
36
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 in the City of Beijing, China on November 20, 2023.
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CAMBELL INTERNATIONAL HOLDING CORP., formerly known as BITMIS CORP. | |||
| November 20, 2023 | By: | /s/ Sun Xiuzhi | |
| Date | Sun Xiuzhi, Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| November 20, 2023 | By: | /s/ Sun Xiuzhi | |
| Date | Sun Xiuzhi, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | |||
37
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, SUN Xiuzhi, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Bitmis Corp. (the “Company”); |
| 2. | Based on my knowledge, this Quarterly 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 Quarterly Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report; |
| 4. | I am 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 Company 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 Company, 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 Company’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 evaluations; and |
| d. | disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. |
| 5. | I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent function): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’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 Company’s internal controls over financial reporting. |
| Date: November 20, 2023 | /s/ Sun Xiuzhi |
| Sun Xiuzhi | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Cambell International Holding Corp., a Nevada corporation (the “Corporation”), does hereby certify, to such officer’s knowledge, that:
(1) The Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (the “Form 10-Q”) of the Corporation fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| Date: November 20, 2023 | /s/ Sun Xiuzhi |
| Sun Xiuzhi | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer and Principal Financial Officer) |
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Accounts receivable, net allowance for doubtful accounts (in Dollars) | $ 57,666 | $ 58,021 |
| Preferred shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Preferred shares, authorized shares | 10,000,000 | 10,000,000 |
| Preferred shares, issued shares | 10,000,000 | 0 |
| Preferred shares, outstanding shares | 10,000,000 | 0 |
| Common shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common shares, authorized shares | 75,000,000 | 75,000,000 |
| Common shares, issued shares | 6,250,750 | 6,250,750 |
| Common shares, outstanding shares | 6,250,750 | 6,250,750 |
| Common Shares to be Issued | ||
| Common shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common shares, issued shares | 1,000,000 | 1,000,000 |
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Income Statement [Abstract] | ||
| REVENUES | $ 348,628 | $ 68,035 |
| COST OF REVENUES | 192,820 | 64,133 |
| GROSS PROFIT | 155,808 | 3,902 |
| OPERATING EXPENSES | ||
| Selling expenses | 9,907 | 941 |
| General and administrative expenses | 56,567 | 75,129 |
| Total operating expenses | 66,474 | 76,070 |
| INCOME (LOSS) FROM OPERATIONS | 89,334 | (72,168) |
| OTHER INCOME (EXPENSE), NET | ||
| Other incomes | 36,963 | 8,148 |
| Other expenses | (1,753) | |
| Total other income net | 35,210 | 8,148 |
| NET INCOME (LOSS) BEFORE INCOME TAX | 124,544 | (64,020) |
| Income tax expense | ||
| NET INCOME (LOSS) | 124,544 | (64,020) |
| Other comprehensive income: | ||
| Foreign currency translation income | 17,201 | 129,813 |
| Total comprehensive income | $ 141,745 | $ 65,793 |
| Weighted average number of ordinary shares outstanding - basic (in Shares) | 6,250,750 | 6,250,750 |
| Net earning (loss) per share - basic (in Dollars per share) | $ 0.02 | $ (0.01) |
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Parentheticals) - $ / shares |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Income Statement [Abstract] | ||
| Weighted average number of ordinary shares outstanding - diluted | 6,250,750 | 6,250,750 |
| Net earning (loss) per share - diluted | $ 0.02 | $ (0.01) |
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) |
Preferred shares |
Common shares |
Common shares to be issued |
Subscription receivable |
Accumulated deficit |
Accumulated other comprehensive income |
Total |
|---|---|---|---|---|---|---|---|
| Balance at Jun. 30, 2022 | $ 6,251 | $ (6,251) | $ (2,200,149) | $ 26,132 | $ (2,174,017) | ||
| Balance (in Shares) at Jun. 30, 2022 | 6,250,750 | ||||||
| Net income (Loss) | (64,020) | (64,020) | |||||
| Foreign currency translation adjustment | 129,813 | 129,813 | |||||
| Balance at Sep. 30, 2022 | $ 6,251 | (6,251) | (2,264,169) | 155,945 | (2,108,224) | ||
| Balance (in Shares) at Sep. 30, 2022 | 6,250,750 | ||||||
| Balance at Jun. 30, 2023 | $ 10,000 | $ 6,251 | $ 1,000 | (17,251) | (3,296,036) | 279,881 | (3,016,155) |
| Balance (in Shares) at Jun. 30, 2023 | 10,000,000 | 6,250,750 | 1,000,000 | ||||
| Net income (Loss) | 124,544 | 124,544 | |||||
| Foreign currency translation adjustment | 17,201 | 17,201 | |||||
| Balance at Sep. 30, 2023 | $ 10,000 | $ 6,251 | $ 1,000 | $ (17,251) | $ (3,171,492) | $ 297,082 | $ (2,874,410) |
| Balance (in Shares) at Sep. 30, 2023 | 10,000,000 | 6,250,750 | 1,000,000 |
Organization and Business |
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| Organization and Business [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS
Cambell Interntaionl Holding Corp. (formerly known as Bitmis Corp.), via the PRC affiliated entity Liaoning Kangbaier Biotechnology Development Co., Ltd. (“Liaoning Kangbaier”), engages in the research and development of extraction processes of natural β -carotene, the planting and harvesting of raw materials as well as the production, distribution marketing and sales of natural β -carotene health food products.
On December 30, 2022, the Company entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Cambell International Holding Limited (“Cambell International”) which indirectly wholly owns Liaoning Kangbaier, a limited liability company incorporated in British Virgin Islands on September 23, 2020 and (ii) the shareholders of Cambell International (the “Cambell Shareholders”) to acquire all the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the “Shares”) of the Company’s common stock and the transfer by Ms. Yuan Xiaoyan, the original controlling shareholder of the Company, to the Cambell Shareholders of 9,000,000 shares of our series A preferred stock owned by her (“Reverse Acquisition”). The Reverse Acquisition was closed on December 30, 2022.
Contractual Arrangements
The Company, through its wholly-owned foreign subsidiary, WFOE in the PRC, Baijiakang (LiaoNing) Health Information Consulting Service Co., Ltd., entered into a series of contractual arrangements with Liaoning Kangbaier (collectively known as “the VIE”) and its respective shareholders that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. As PRC laws and regulations prohibit and restrict foreign ownership of business in certain industries, while it has not been definitely determined by the Company that operates in an industry that is subject to such constraints over foreign ownership, the Company’s management has elected to operates its business, primarily through the VIE to mitigate the risk of being subject to such regulation. As such, Liaoning Kangbaier is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. The material terms of the VIE Agreements are summarized as follows:
Consulting Service Agreement
Pursuant to the terms of the Exclusive Consulting and Service Agreement dated November 27 2022, between Baijiakang Consulting and Kangbaier Liaoning (the “Consulting Service Agreement”), Baijiakang Consulting is the exclusive consulting and service provider to Kangbaier Liaoning to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after Kangbaier Liaoning’s profit before tax in the corresponding year deducts Kangbaier Liaoning’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. Kangbaier Liaoning agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from Baijiakang Consulting. In addition, Baijiakang Consulting may transfer its rights and obligations under the Consulting Service Agreement to Baijiakang Consulting’s affiliates without Kangbaier Liaoning’s consent, but Baijiakang Consulting shall notify Kangbaier Liaoning of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by Baijiakang Consulting unless terminated by Baijiakang Consulting unilaterally prior to the expiration.
Business Operation Agreement
Pursuant to the terms of the Business Operation Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning and the shareholders of Kangbaier Liaoning (the “Business Operation Agreement”), Kangbaier Liaoning has agreed to subject the operations and management of its business to the control of Baijiakang Consulting. According to the Business Operation Agreement, Kangbaier Liaoning is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the Baijiakang Consulting’s written approval. The shareholders of Kangbaier Liaoning and Kangbaier Liaoning will take Baijiakang Consulting’s advice on appointment or dismissal of directors, employment of Kangbaier Liaoning’s employees, regular operation, and financial management of Kangbaier Liaoning. The shareholders of Kangbaier Liaoning have agreed to transfer any dividends, distributions or any other profits that they receive as the shareholders of Kangbaier Liaoning to Baijiakang Consulting without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by Baijiakang Consulting with a 30-day written notice.
Proxy Agreement
Pursuant to the terms of the Proxy Agreements dated November 27, 2022, among Baijiakang Consulting, and the shareholders of Kangbaier Liaoning (each, the “Proxy Agreement”, collectively, the “Proxy Agreements”), each shareholder of Kangbaier Liaoning has irrevocably entrusted his/her shareholder rights as Kangbaier Liaoning’s shareholder to Baijiakang Consulting, including but not limited to, proposing the shareholder meeting, accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling or transferring the shares held by such shareholder, for 10 years or earlier if the Business Operation Agreement was terminated for any reasons.
Equity Disposal Agreement
Pursuant to the terms of the Equity Disposal Agreement dated November 27, 2022, among Baijiakang Consulting, Kangbaier Liaoning, and the shareholders of Kangbaier Liaoning (the “Equity Disposal Agreement”), the shareholders of Kangbaier Liaoning granted Baijiakang Consulting or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase Kangbaier Liaoning’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Baijiakang Consulting’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of Kangbaier Liaoning agreed to give Kangbaier Liaoning the total amount of the exercise price as a gift, or in other methods upon Baijiakang Consulting’s written consent to transfer the exercise price to Kangbaier Liaoning. The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of Baijiakang Consulting.
Equity Pledge Agreement
Pursuant to the terms of the Equity Pledge Agreement dated November 27, 2022, among Baijiakang Consulting and the shareholders of Kangbaier Liaoning (the “Pledge Agreement”), the shareholders of Kangbaier Liaoning pledged all of their equity interests in Kangbaier Liaoning to Baijiakang Consulting, including the proceeds thereof, to guarantee Kangbaier Liaoning’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, a “Agreement”, collectively, the “Agreements”). If Kangbaier Liaoning or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Baijiakang Consulting, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Kangbaier Liaoning. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Baijiakang Consulting’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.
Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation.
The accompanying consolidated financial statements reflect the activities of each of the following entities of the Company:
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Summary of Significant Accounting Policies |
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| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2023, and results of operations and cash flows for the three-month periods ended September 30, 2023 and 2022. The unaudited interim condensed consolidated balance sheet as of September 30, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended June 30, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements.
Principle of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.
In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of September 30, 2023, the Company’s current liabilities exceeded the current assets by $2,915,424, its accumulated deficit was $3,171,492. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.
In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity.
On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties.
These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Liquidity
The Company had a working deficit of $2,915,424 as of September 30, 2023, a decrease of $149,537 from a working deficit of $3,064,961 as of June 30, 2023. As of September 30, 2023 and June 30, 2023, the Company’s cash was $383,879 and $286,272, respectively.
The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. In addition, the existing major shareholder committed not to request for repayment of the amount due to shareholders by September 30, 2023. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months.
Use of Estimates
The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.
In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time.
In early May 2023, the World Health Organization International Health Regulations Emergency Committee announced that the Public Health Emergency of International Concern (the “Committee”) should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread.
VIE Consolidation
For the consolidated VIEs, management made evaluations of the relationships between the Company and the VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of such contractual arrangements, the Company controls the shareholders’ voting interests in these VIEs. As a result of such evaluation, management concluded that the Company is the primary beneficiary of its consolidated VIEs.
PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, Internet access, online games, mobile, value added telecommunications and certain other businesses in which the Company is engaged or could be deemed to be engaged. Consequently, the Company conducts certain of its operations and businesses in the PRC through its VIEs. The Company consolidates in its consolidated financial statements all of the VIEs of which the Company is the primary beneficiary.
The following financial information of the Company’s consolidated VIEs (including subsidiary of VIEs) is included in the accompanying consolidated financial statements:
Fair Value of Financial Instruments
U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:
Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - include other inputs that are directly or indirectly observable in the market place.
Level 3 - unobservable inputs which are supported by little or no market activity.
The carrying value of the Company’s financial instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their fair value due to their short maturities.
In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.
As of September 30, 2023 and June 30, 2023, the Company had no investments in financial instruments.
Cash
Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.
Cash denominated in RMB with a U.S. dollar equivalent of $383,879 and $286,272 as of September 30, 2023 and June 30, 2023, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.
Accounts Receivable, Net and Allowance for Doubtful Accounts
Accounts receivable represents the revenue earned from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. The Company adopted ASU 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for doubtful accounts considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company assesses collectibility by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure is probable or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The balance of allowance of September 30, 2023 and June 30, 2023 were $57,666 and $58,021, respectively.
Inventory
Inventory primarily consists of 1) raw materials, primarily ingredients such as carrots, 2) finished goods, primarily β-carotene series products including carrot juice, carrot meal and carrot noodle, and 3) miscellaneous such as packages.
Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead.
Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
Property, Plant and Equipment
Property, plant and equipment, net is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
Expenditure for maintenance and repairs is expended as incurred.
The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
Impairment of Long-lived Assets
In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of September 30, 2023 and June 30, 2023.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption.
The Company recognizes revenues when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements.
The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.
Judgment is used in determining: (1) whether the financing component in the sales agreement is significant and, if so, (2) the discount rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on the timing of payments agreed to by the parties to the contract that provides the customer with a significant benefit of financing. If determined to be significant, the Company adjusts the promised amount of consideration for the effects of the time value of money.
Judgment is also used in assessing whether the long-term accounts receivable results in variable consideration and, if so, the amount to be included in the transaction price. The Company applies the portfolio approach to estimating the amount of variable consideration in these arrangements using the most likely amount method that is based on the Company’s historical collection experience under similar arrangements.
Based on the above significant judgments, the financing component, arising from the long-term accounts receivable was recognized as financing revenue over the time of payment. There was no financing revenue for the three months ended September 30, 2023 and 2022, respectively.
The Company is in traditional production business operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products. There is no warranty and return policy for the customers.
There are two revenue streams within the Company’s operations: (1) sales of health products which constitutes the majority of the revenues, and (2) franchise fee, offering the right to promote the corporate business under the name of the Company.
There is no variable consideration and non-cash consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation. The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products. Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price).
There is no contract asset that the Company has right to consideration in exchange for the product sales that the Company has transferred to customers. Such right is not conditional on something other than the passage of time.
The standard warranty included in the price of the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control over the products, and the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation.
Practical expedients and exemption
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and when the customers pay for those deliverables will be more than one year.
Advertising and Promotional Expenses
Advertising costs are expensed as incurred and included in selling expenses. Advertising costs amounted to $5,565 and $0 for the three months ended September 30, 2023 and 2022, respectively.
Income Tax
The Company’s subsidiaries in China were subject to the income tax laws of the relevant tax jurisdiction. No taxable income was generated outside the PRC for the three months ended September 30, 2023 and 2022. The Company accounts for income tax in accordance with U.S. GAAP.
Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive loss in the period of the enactment of the change.
The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2023 and 2022 are subject to examination by any applicable tax authorities. The Company had no uncertain tax position for the three months ended September 30, 2023 and 2022.
Value Added Tax
The Company was subject to VAT at the rate of 13% and related surcharges on revenue generated from selling products for the three months ended September 30, 2023 and 2022. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities.
Earnings Per Share
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
Diluted EPS includes the effect from potential issuance of ordinary shares. There was no potentially dilutive share to be issued during the three months ended September 30, 2023 and 2022.
Related Parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign Currency and Foreign Currency Translation
The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of operations and comprehensive loss.
The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.
Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:
Segment reporting
The Company’s management reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Recent Accounting Pronouncements
The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC.
In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business entities. The Company adopted the ASU 326, On a quarterly basis, in accordance with FASB ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”), the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for doubtful accounts that reflects its best estimate of the lifetime expected credit losses. The allowance for credit loss is based on an assessment of past events, current economic conditions, and forecasts of future events. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. and the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.
On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January 1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures.
In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows. |
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Accounts Receivable, Net |
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| ACCOUNTS RECEIVABLE, NET | 3. ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
The following table sets forth the movement of allowance for doubtful accounts:
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Prepayments |
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| PREPAYMENTS | 4. PREPAYMENTS
Prepayments consist of the following:
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Other Receivabls |
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| OTHER RECEIVABLS | 5. OTHER RECEIVABLS
Other receivables consists of the following:
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Inventory |
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| INVENTORY | 6. INVENTORY
Inventory consisted of the following:
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Property, Plant and Equipment, Net |
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| PROPERTY, PLANT AND EQUIPMENT, NET | 7. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
Depreciation expenses charged to the consolidated statements of operations and comprehensive loss for the three months ended September 30, 2023 and 2022 were $3,558 and $56,567, respectively. |
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Advance From Customers |
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| ADVANCE FROM CUSTOMERS | 8. ADVANCE FROM CUSTOMERS
Changes in advance from customers as follows:
The Company returned $6,239,928 advance from customers, resulting from the termination of new health product business plan by the national infection by the government’s removal of COVID-19 prevention for the year ended June 30, 2023. |
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Other Payables |
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| OTHER PAYABLES | 9. OTHER PAYABLES
Other payables consist of the following:
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Amounts Due From and Due to Related Parties |
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| AMOUNTS DUE FROM AND DUE TO RELATED PARTIES | 10. AMOUNTS DUE FROM AND DUE TO RELATED PARTIES
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Income Taxes |
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| INCOME TAXES | 11. INCOME TAXES
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
United State
Cambell International is incorporated in the State of Nevada and is subject to the U.S. federal tax. The federal corporate income tax rate is 21%. Corporate entities are required to file state income taxes in accordance with the applicable state corporate income regulations.
British Virgin Islands
Win&win Industrial are incorporated in the British Virgin Islands and not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
BJK Holding Group was incorporated in Hong Kong and is subject to the Hong Kong profits tax rate at 16.5%.
PRC
Under the Enterprise Income Tax (“EIT”) Law, which has been effective since January 1, 2008, domestic enterprises and foreign invested enterprises (the “FIEs”) are subject to a unified 25% enterprise income tax rate, except for certain entities that are entitled to tax holidays.
For the three months ended September 30, 2023 and 2022, a reconciliation of the income tax benefit determined at the statutory income tax rate to the Company’s income taxes is as follows:
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions for the three months ended September 30, 2023 and 2022, the Company had no unrecognized tax benefits. |
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China Contribution Plan |
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| China Contribution Plan [Abstract] | |
| CHINA CONTRIBUTION PLAN | 12. CHINA CONTRIBUTION PLAN
The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions. |
Concentrations and Credit Risk |
3 Months Ended |
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Sep. 30, 2023 | |
| Concentrations and Credit Risk [Abstract] | |
| CONCENTRATIONS AND CREDIT RISK | 13. CONCENTRATIONS AND CREDIT RISK
(a) Concentrations
In the three months ended September 30, 2023, two customers accounted for over 83.37% of the Company’s revenues. In the three months ended September 30, 2022, three customers accounted for 98.98% of the Company’s revenues. No other customer accounts for more than 10% of the Company’s revenue in the three months ended September 30, 2023 and 2022.
As of September 30, 2023, one customer accounted for 89.97% of the Company’s accounts receivable . As of June 30, 2023, one customer accounted for 89.97% of the Company’s accounts receivable. No other customer accounts for more than 10% of the Company’s accounts receivable as of September 30, 2023 and June 30, 2023.
As of September 30, 2023, one supplier accounted for 65.37% of the Company’s accounts payable. As of June 30, 2023, two suppliers accounted for 73.72% of the Company’s accounts payable. No other supplier accounts for over 10% of the Company’s accounts payable as of September 30, 2023 and June 30, 2023.
(b) Credit risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of September 30, 2023 and June 30, 2023, substantially all of the Company’s cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.
For the credit risk related to trade accounts receivable, which are unsecured in nature, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations; however, there is the extremely remote chance that all trade receivables may be become uncollectible. |
Commitments and Contingencies |
3 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Commitments and Contingencies [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of business, the Company may be subject to certain legal proceedings, claims and disputes that arise from the business operations. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of September 30, 2023, the Company had no outstanding lawsuits or claims. |
Subsequent Event |
3 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Subsequent Event [Abstract] | |
| SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT
The Company evaluated all events and transactions that occurred after September 30, 2023 up through the date financial statements on November 20, 2023, there are no material subsequent events to disclose in these consolidated financial statements. |
Condensed Financial Information of the Parent Company |
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| Condensed Financial Information of the Parent Company [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | 16. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
The Company performed a test on the restricted net assets of the consolidated subsidiaries in accordance with the United States Securities and Exchange Commission’s Regulation S-X, Rule 408 (e) (3) “General Notes to Financial Statements”, and it was concluded that the Company needed to only disclose the financial information for the parent company.
The consolidated subsidiaries did not pay any dividends to the Company for the periods presented. Certain information included in the financial and footnote disclosures were generally statements prepared in accordance with U.S. GAAP which have been condensed and omitted. These statements should be read in conjunction with the notes to the consolidated financial statements of the Company.
The financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investments in its subsidiaries.
CONDENSED PARENT COMPANY BALANCE SHEETS
CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS
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Accounting Policies, by Policy (Policies) |
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| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2023, and results of operations and cash flows for the three-month periods ended September 30, 2023 and 2022. The unaudited interim condensed consolidated balance sheet as of September 30, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended June 30, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements. |
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| Principle of Consolidation | Principle of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation. |
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| Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of September 30, 2023, the Company’s current liabilities exceeded the current assets by $2,915,424, its accumulated deficit was $3,171,492. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity. On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
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| Liquidity | Liquidity The Company had a working deficit of $2,915,424 as of September 30, 2023, a decrease of $149,537 from a working deficit of $3,064,961 as of June 30, 2023. As of September 30, 2023 and June 30, 2023, the Company’s cash was $383,879 and $286,272, respectively. The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. In addition, the existing major shareholder committed not to request for repayment of the amount due to shareholders by September 30, 2023. Considering the existing working capital position and the ability to access debt funding sources, the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable capital requirements to support its ongoing operations for the next twelve months. |
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| Use of Estimates | Use of Estimates The preparation of these consolidated financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements. In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including, but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time. In early May 2023, the World Health Organization International Health Regulations Emergency Committee announced that the Public Health Emergency of International Concern (the “Committee”) should end because of declining Covid-19 related hospitalizations and deaths and high levels of immunity in the population. The Committee “advised that it is time to transition to long-term management of the Covid-19 pandemic” and the WHO Director-General concurred. The Company plans to continue to monitor the level of Covid-19 cases, which may still be considered a threat in the long term because the virus continues to evolve and spread. |
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| VIE Consolidation | VIE Consolidation For the consolidated VIEs, management made evaluations of the relationships between the Company and the VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of such contractual arrangements, the Company controls the shareholders’ voting interests in these VIEs. As a result of such evaluation, management concluded that the Company is the primary beneficiary of its consolidated VIEs. PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, Internet access, online games, mobile, value added telecommunications and certain other businesses in which the Company is engaged or could be deemed to be engaged. Consequently, the Company conducts certain of its operations and businesses in the PRC through its VIEs. The Company consolidates in its consolidated financial statements all of the VIEs of which the Company is the primary beneficiary.
The following financial information of the Company’s consolidated VIEs (including subsidiary of VIEs) is included in the accompanying consolidated financial statements:
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is: Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - include other inputs that are directly or indirectly observable in the market place. Level 3 - unobservable inputs which are supported by little or no market activity. The carrying value of the Company’s financial instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their fair value due to their short maturities. In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements. As of September 30, 2023 and June 30, 2023, the Company had no investments in financial instruments. |
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| Cash | Cash Cash consists of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased. Cash denominated in RMB with a U.S. dollar equivalent of $383,879 and $286,272 as of September 30, 2023 and June 30, 2023, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.
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| Accounts Receivable, Net and Allowance for Doubtful Accounts | Accounts Receivable, Net and Allowance for Doubtful Accounts Accounts receivable represents the revenue earned from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. The Company adopted ASU 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for doubtful accounts considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company assesses collectibility by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure is probable or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The balance of allowance of September 30, 2023 and June 30, 2023 were $57,666 and $58,021, respectively. |
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| Inventory | Inventory Inventory primarily consists of 1) raw materials, primarily ingredients such as carrots, 2) finished goods, primarily β-carotene series products including carrot juice, carrot meal and carrot noodle, and 3) miscellaneous such as packages. Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead. Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. |
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| Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, net is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
Expenditure for maintenance and repairs is expended as incurred. The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
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| Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of September 30, 2023 and June 30, 2023. |
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| Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. The Company recognizes revenues when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience. Judgment is used in determining: (1) whether the financing component in the sales agreement is significant and, if so, (2) the discount rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on the timing of payments agreed to by the parties to the contract that provides the customer with a significant benefit of financing. If determined to be significant, the Company adjusts the promised amount of consideration for the effects of the time value of money. Judgment is also used in assessing whether the long-term accounts receivable results in variable consideration and, if so, the amount to be included in the transaction price. The Company applies the portfolio approach to estimating the amount of variable consideration in these arrangements using the most likely amount method that is based on the Company’s historical collection experience under similar arrangements. Based on the above significant judgments, the financing component, arising from the long-term accounts receivable was recognized as financing revenue over the time of payment. There was no financing revenue for the three months ended September 30, 2023 and 2022, respectively.
The Company is in traditional production business operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products. There is no warranty and return policy for the customers. There are two revenue streams within the Company’s operations: (1) sales of health products which constitutes the majority of the revenues, and (2) franchise fee, offering the right to promote the corporate business under the name of the Company.
There is no variable consideration and non-cash consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation. The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products. Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price). There is no contract asset that the Company has right to consideration in exchange for the product sales that the Company has transferred to customers. Such right is not conditional on something other than the passage of time. The standard warranty included in the price of the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control over the products, and the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance obligation. Practical expedients and exemption The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and when the customers pay for those deliverables will be more than one year. |
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| Advertising and Promotional Expenses | Advertising and Promotional Expenses Advertising costs are expensed as incurred and included in selling expenses. Advertising costs amounted to $5,565 and $0 for the three months ended September 30, 2023 and 2022, respectively. |
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| Income Tax | Income Tax The Company’s subsidiaries in China were subject to the income tax laws of the relevant tax jurisdiction. No taxable income was generated outside the PRC for the three months ended September 30, 2023 and 2022. The Company accounts for income tax in accordance with U.S. GAAP. Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations and comprehensive loss in the period of the enactment of the change.
The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2023 and 2022 are subject to examination by any applicable tax authorities. The Company had no uncertain tax position for the three months ended September 30, 2023 and 2022. |
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| Value Added Tax | Value Added Tax The Company was subject to VAT at the rate of 13% and related surcharges on revenue generated from selling products for the three months ended September 30, 2023 and 2022. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. |
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| Earnings Per Share | Earnings Per Share The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS includes the effect from potential issuance of ordinary shares. There was no potentially dilutive share to be issued during the three months ended September 30, 2023 and 2022. |
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| Related Parties | Related Parties The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
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| Foreign Currency and Foreign Currency Translation | Foreign Currency and Foreign Currency Translation The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of operations and comprehensive loss.
The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets. Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:
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| Segment reporting | Segment reporting The Company’s management reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented. |
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| Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. |
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC. In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business entities. The Company adopted the ASU 326, On a quarterly basis, in accordance with FASB ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”), the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for doubtful accounts that reflects its best estimate of the lifetime expected credit losses. The allowance for credit loss is based on an assessment of past events, current economic conditions, and forecasts of future events. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. and the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.
On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January 1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts on its consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows. |
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Organization and Business (Tables) |
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| Schedule of Consolidated Financial Statements | The accompanying consolidated financial statements reflect the activities
of each of the following entities of the Company:
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Summary of Significant Accounting Policies (Tables) |
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Consolidated Financial Statements | The following financial information of the Company’s
consolidated VIEs (including subsidiary of VIEs) is included in the accompanying consolidated financial statements:
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| Schedule of Comprehensive Income |
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| Schedule of Depreciation is Computed Using the Straight-Line Method Over the Estimated Useful Lives of the Assets | Depreciation is computed using the straight-line method over the estimated
useful lives of the assets.
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| Schedule of Revenue Streams | There are two revenue streams within the Company’s
operations:
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| Schedule of Exchange Rates | Translation of amounts from RMB into U.S. dollars
has been made at the following exchange rates:
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Accounts Receivable, Net (Tables) |
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| Accounts Receivable, Net [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accounts Receivable | Accounts receivable consist of the following:
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| Schedule of Sets Forth the Movement of Allowance for Doubtful Accounts | The following table sets forth the movement of
allowance for doubtful accounts:
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Prepayments (Tables) |
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| Prepayments [Abstract] | ||||||||||||||||||||||||||||
| Schedule of Prepayments | Prepayments consist of the following:
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Other Receivabls (Tables) |
3 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | ||||||||||||||||||||||||||||
| Other Receivable [Abstract] | ||||||||||||||||||||||||||||
| Schedule of Other Receivable | Other receivables consists of the following:
|
|||||||||||||||||||||||||||
Inventory (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventory [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventory | Inventory consisted of the following:
|
|||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Net (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of
the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advance From Customers (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advance From Customers [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Advance From Customers | Changes in advance from customers as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Payables (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | |||||||||||||||||||||||||||||||||||||
| Other Payables [Abstract] | |||||||||||||||||||||||||||||||||||||
| Schedule of Other Payables | Other payables consist of the following:
|
||||||||||||||||||||||||||||||||||||
Amounts Due From and Due to Related Parties (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts Due From and Due to Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Amounts Due from Related Parties |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Reconciliation of Income Tax Expense | For the three months ended September 30, 2023
and 2022, a reconciliation of the income tax benefit determined at the statutory income tax rate to the Company’s income taxes is
as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Condensed Financial Information of the Parent Company (Tables) - Parent Company [Member] |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Condensed Financial Information of the Parent Company (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Condensed Parent Company Balance Sheets | CONDENSED PARENT COMPANY BALANCE SHEETS
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Condensed Parent Company Statements of Operations and Comprehensive Income (Loss) | CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Condensed Parent Company Statements Of Cash Flows | CONDENSED PARENT COMPANY STATEMENTS OF CASH
FLOWS
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Business (Details) - shares |
1 Months Ended | 3 Months Ended |
|---|---|---|
Sep. 23, 2020 |
Sep. 30, 2023 |
|
| Organization and Business (Details) [Line Items] | ||
| Aggregate shares (in Shares) | 1,000,000 | |
| Ms. Yuan Xiaoyan [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Aggregate shares (in Shares) | 9,000,000 | |
| Consulting Service Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years | |
| Business Operation Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years | |
| Proxy Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years | |
| Equity Disposal Agreement [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Agreement term | 10 years |
Summary of Significant Accounting Policies (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 30, 2023 |
|
| Summary of Significant Accounting Policies [Abstract] | |||
| Current assets | $ 2,915,424 | ||
| Accumulated deficit | (3,171,492) | $ (3,296,036) | |
| Working deficit decrease | 2,915,424 | ||
| Working deficit | 3,064,961 | 149,537 | |
| Cash | 383,879 | 286,272 | |
| Allowance | 57,666 | 58,021 | |
| Advertising costs | $ 5,565 | $ 0 | |
| Tax benefit rate | 50.00% | ||
| Value added tax percentage | 13.00% | 13.00% | |
| PRC [Member] | |||
| Summary of Significant Accounting Policies [Abstract] | |||
| Cash | $ 383,879 | $ 286,272 | |
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| CURRENT ASSETS | ||
| Cash | $ 383,879 | $ 286,272 |
| Accounts receivable, net of $58,021 and $62,804 allowance for doubtful accounts as of June 30, 2023 and 2022, respectively | 25,288 | 25,444 |
| Prepayments | 112,552 | 107,613 |
| Other receivables | 36,077 | 36,740 |
| Inventory | 368,258 | 369,327 |
| Total current assets | 945,155 | 844,615 |
| NON-CURRENT ASSETS | ||
| Property, plant and equipment, net | 41,014 | 48,806 |
| Total non-current assets | 41,014 | 48,806 |
| TOTAL ASSETS | 986,169 | 893,421 |
| CURRENT LIABILITIES | ||
| Accounts payable | 10,274 | 16,541 |
| Advance from customers | 570,085 | 347,429 |
| Payroll payable | 16,212 | |
| Tax payable | 25,461 | 44,416 |
| Other payables | 15,943 | 63,651 |
| Total current liabilities | 3,860,579 | 3,909,576 |
| TOTAL LIABILITIES | 3,860,579 | 3,909,576 |
| Related Party [Member] | ||
| CURRENT ASSETS | ||
| Amounts due from related parties | 19,101 | 19,219 |
| CURRENT LIABILITIES | ||
| Amounts due to related parties | $ 3,238,816 | $ 3,421,327 |
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements (Parentheticals) - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Schedule Of Consolidated Financial Statements Abstract | ||
| Accounts receivable, net allowance for doubtful accounts | $ 58,021 | $ 62,804 |
Summary of Significant Accounting Policies (Details) - Schedule of Comprehensive Income - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Schedule of Comprehensive Income [Abstract] | ||
| Gross profit | $ 155,808 | $ 3,902 |
| Net income (loss) | $ 124,544 | $ (64,020) |
Summary of Significant Accounting Policies (Details) - Schedule of Depreciation is Computed Using the Straight-Line Method Over the Estimated Useful Lives of the Assets |
Sep. 30, 2023 |
|---|---|
| Furniture and equipment [Member] | |
| Public Utility, Property, Plant and Equipment [Line Items] | |
| Useful Lives (Years) | 3 years |
| Machinery [Member] | |
| Public Utility, Property, Plant and Equipment [Line Items] | |
| Useful Lives (Years) | 5 years |
| Motor vehicles [Member] | |
| Public Utility, Property, Plant and Equipment [Line Items] | |
| Useful Lives (Years) | 4 years |
Summary of Significant Accounting Policies (Details) - Schedule of Revenue Streams - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Schedule of Revenue Streams within the Company Operations [Abstract] | ||
| Franchise fee | $ 8,052 | |
| Total revenues | 348,628 | 68,035 |
| Health product sales [Member] | ||
| Schedule of Revenue Streams within the Company Operations [Abstract] | ||
| Health product sales | $ 340,576 | $ 68,035 |
Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rates |
Sep. 30, 2023 |
Jun. 30, 2023 |
Sep. 30, 2022 |
|---|---|---|---|
| Balance Sheet Items, Except For Equity Accounts [Member] | RMB [Member] | |||
| Balance sheet items, except for equity accounts | |||
| Exchange rates on translation of amounts | 7.296 | 7.2258 | |
| Balance Sheet Items, Except For Equity Accounts [Member] | USD [Member] | |||
| Balance sheet items, except for equity accounts | |||
| Exchange rates on translation of amounts | 1 | 1 | |
| Income Statement and Cash Flows [Member] | RMB [Member] | |||
| Balance sheet items, except for equity accounts | |||
| Exchange rates on translation of amounts | 7.2445 | 6.8425 | |
| Income Statement and Cash Flows [Member] | USD [Member] | |||
| Balance sheet items, except for equity accounts | |||
| Exchange rates on translation of amounts | 1 | 1 |
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - Accounts Receivable [Member] - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
| Accounts receivable | $ 82,954 | $ 83,465 |
| Less: allowance for doubtful accounts | (57,666) | (58,021) |
| Accounts receivable, net | $ 25,288 | $ 25,444 |
Accounts Receivable, Net (Details) - Schedule of Sets Forth the Movement of Allowance for Doubtful Accounts - USD ($) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Sep. 30, 2023 |
Jun. 30, 2023 |
|
| Schedule of Sets Forth the Movement of Allowance for Doubtful Accounts [Abstract] | ||
| Beginning Balance | $ 58,021 | $ 62,804 |
| Additions | ||
| Reversal | ||
| Exchange rate different | (355) | (4,783) |
| Ending Balance | $ 57,666 | $ 58,021 |
Prepayments (Details) - Schedule of Prepayments - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Schedule of Prepayments [Abstract] | ||
| Prepayments for inventory | $ 112,552 | $ 107,613 |
| Prepayments | $ 112,552 | $ 107,613 |
Other Receivabls (Details) - Schedule of Other Receivable - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Schedule of Other Receivable [Abstract] | ||
| Loans receivable from employees | $ 36,077 | $ 36,740 |
| Other receivables | $ 36,077 | $ 36,740 |
Inventory (Details) - Schedule of Inventory - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Schedule of Inventory [Abstract] | ||
| Raw materials, parts, and components | $ 287,845 | $ 294,030 |
| Finished goods | 76,728 | 69,908 |
| Miscellaneous supplies | 3,685 | 5,389 |
| Inventory | $ 368,258 | $ 369,327 |
Property, Plant and Equipment, Net (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Property, Plant and Equipment, Net [Abstract] | ||
| Depreciation expenses | $ 3,558 | $ 56,567 |
Property, Plant and Equipment, Net (Details) - Schedule of Property, Plant and Equipment - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | $ 113,972 | $ 162,414 |
| Less: accumulated depreciation | (72,958) | (113,608) |
| Property, plant and equipment, net | 41,014 | 48,806 |
| Vehicle [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | 17,830 | 17,940 |
| Office equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | 18,563 | 67,370 |
| Machinery, equipment, and tools [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, gross | $ 77,579 | $ 77,104 |
Advance From Customers (Details) |
Jun. 30, 2023
USD ($)
|
|---|---|
| Advance From Customers [Abstract] | |
| Advance from customers | $ 6,239,928 |
Advance From Customers (Details) - Schedule of Advance From Customers - Customer [Member] - USD ($) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Sep. 30, 2023 |
Jun. 30, 2023 |
|
| Advance From Customers (Details) - Schedule of Advance From Customers [Line Items] | ||
| Advance from clients, beginning of the period | $ 347,429 | $ 6,668,713 |
| Revenue deferred during the period | 571,738 | 8,274 |
| Returned of revenue deferred in prior periods | (6,239,928) | |
| Recognition of revenue deferred in prior periods | (349,082) | (89,630) |
| Advance from clients, end of the period | $ 570,085 | $ 347,429 |
Other Payables (Details) - Schedule of Other Payables - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Schedule of Other Payables [Abstract] | ||
| Accruals | $ 15,943 | $ 63,651 |
| Other payables | $ 15,943 | $ 63,651 |
Amounts Due From and Due to Related Parties (Details) - Schedule of Amounts Due from Related Parties - Related Party [Member] - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts due from related parties: | ||||||||||||||
| Amounts due from related parties | $ 19,101 | $ 19,219 | ||||||||||||
| Amounts due to related parties: | ||||||||||||||
| Amounts due to related parties | 3,238,816 | 3,421,327 | ||||||||||||
| Duolun Kangbaier Biotechnology Co. LTD [Member] | ||||||||||||||
| Amounts due from related parties: | ||||||||||||||
| Amounts due from related parties | [1] | 1,096 | 1,103 | |||||||||||
| Panjin Kangying Health Food Co., LTD [Member] | ||||||||||||||
| Amounts due from related parties: | ||||||||||||||
| Amounts due from related parties | [1] | 137 | 138 | |||||||||||
| Liaoning Baijiakang Health Technology Co. LTD [Member] | ||||||||||||||
| Amounts due from related parties: | ||||||||||||||
| Amounts due from related parties | [1] | 49 | 50 | |||||||||||
| Ms. Xiuhua Sun [Member] | ||||||||||||||
| Amounts due from related parties: | ||||||||||||||
| Amounts due from related parties | [2] | 13,706 | 13,791 | |||||||||||
| Mr. Mingkai Cao [Member] | ||||||||||||||
| Amounts due from related parties: | ||||||||||||||
| Amounts due from related parties | [3] | 4,113 | 4,137 | |||||||||||
| Panjin Double Eagle Green Health Food Co. LTD [Member] | ||||||||||||||
| Amounts due to related parties: | ||||||||||||||
| Amounts due to related parties | [4] | 131,639 | 132,450 | |||||||||||
| Panjin Double Eagle Weishi Green Health Food Co. LTD [Member] | ||||||||||||||
| Amounts due to related parties: | ||||||||||||||
| Amounts due to related parties | [4] | 123,604 | 127,259 | |||||||||||
| Suzhou Weixuan Information Technology Co., LTD [Member] | ||||||||||||||
| Amounts due from related parties: | ||||||||||||||
| Amounts due from related parties | [5] | 20,559 | 20,686 | |||||||||||
| Ms. Xiuzhi Sun [Member] | ||||||||||||||
| Amounts due to related parties: | ||||||||||||||
| Amounts due to related parties | [6] | $ 2,963,014 | $ 3,140,932 | |||||||||||
| ||||||||||||||
Income Taxes (Details) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Income Taxes [Abstract] | ||
| Federal corporate income tax rate | 21.00% | 21.00% |
| Profits tax rate | 16.50% | |
| Income tax rate percentage | 25.00% | |
Income Taxes (Details) - Schedule of Reconciliation of Income Tax Expense - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Schedule of Reconciliation of Income Tax Expense [Abstract] | ||
| Loss before income taxes | $ 124,544 | $ (64,020) |
| United States statutory income tax rate | 21.00% | 21.00% |
| Income tax credit computed at statutory corporate income tax rate | $ 26,154 | $ (13,444) |
| Non-deductible expenses | 461 | 340 |
| Change in valuation allowance | (26,615) | 13,104 |
| Income tax expense | ||
Condensed Financial Information of the Parent Company (Details) - Schedule of Condensed Parent Company Balance Sheets (Parentheticals) - Parent Company [Member] - $ / shares |
Sep. 30, 2023 |
Jun. 30, 2023 |
|---|---|---|
| Schedule of Condensed Parent Company Balance Sheets [Line Items] | ||
| Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
| Preferred stock, issued shares | 10,000,000 | 0 |
| Preferred stock, outstanding shares | 10,000,000 | 0 |
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, authorized Shares | 75,000,000 | 75,000,000 |
| Common stock, issued shares | 6,250,750 | 6,250,750 |
| Common stock, outstanding Shares | 6,250,750 | 6,250,750 |
| Common Shares to be Issued [Member] | ||
| Schedule of Condensed Parent Company Balance Sheets [Line Items] | ||
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common shares, issued shares | 1,000,000 | 1,000,000 |
Condensed Financial Information of the Parent Company (Details) - Schedule of Condensed Parent Company Statements of Operations and Comprehensive Income (Loss) - Parent Company [Member] - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Schedule of Condensed Parent Company Statements of Operations and Comprehensive Income (Loss) [Line Items] | ||
| INCOME (LOSS) FROM SUBSIDIARIES | $ 124,544 | $ (64,020) |
| NET INCOME (LOSS) | 124,544 | (64,020) |
| FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | ||
| COMPREHENSIVE INCOME (LOSS) | $ 124,544 | $ (64,020) |
Condensed Financial Information of the Parent Company (Details) - Schedule of Condensed Parent Company Statements Of Cash Flows - Parent Company [Member] - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net (loss) income | $ 124,544 | $ (64,020) |
| Adjustments to reconcile net loss to cash used in operating activities: | ||
| Equity (income) loss of subsidiary | (124,544) | 64,020 |
| Net cash used in operating activities | ||
| CHANGES IN CASH | ||
| CASH AT BEGINNING OF PERIOD | ||
| CASH AT END OF PERIOD | ||
1 Year Bitmis (CE) Chart |
1 Month Bitmis (CE) Chart |
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