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FVTI:ChinaConstructionBankMember 2023-07-29 2023-07-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares iso4217:HKD iso4217:CNY FVTI:Segment xbrli:pure

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number 000-55555

 

Fortune Valley Treasures, Inc.

(Exact name of registrant issuer as specified in its charter)

 

Nevada   32-0439333
(State or other jurisdiction
of incorporation or organization)
 

(I.R.S. Employer

Identification No.)

 

B1601 Donogfang Yinxiang Building

No. 139 Liansheng Road, Humen Town

Dongguan, Guangdong, China 523000

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (86) 769-85729133

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
  Non-accelerated filer   Smaller reporting company
        Emerging growth company

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

As of August 14, 2023, there were 15,655,038 shares, par value $0.001, of the registrant’s common stock outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
     
PART I FINANCIAL INFORMATION 3
     
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: 3
     
  Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 3
     
  Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) 4
     
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) 5
     
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited) 6
     
  Notes to Condensed Consolidated Financial Statements for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) 7
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 20
     
ITEM 4. CONTROLS AND PROCEDURES 20
     
PART II OTHER INFORMATION 22
     
ITEM 1 LEGAL PROCEEDINGS 22
     
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 22
     
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 22
     
ITEM 4 MINE SAFETY DISCLOSURES 22
     
ITEM 5 OTHER INFORMATION 22
     
ITEM 6 EXHIBITS 22
     
SIGNATURES 23

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements.

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

 

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)     
Assets          
Current assets          
Cash and cash equivalents  $75,950   $165,685 
Accounts receivable, net (including $72,372 and $146,087 from related parties as of June 30, 2023 and December 31, 2022, respectively)   5,101,721    4,797,564 
Inventories   76,795    148,925 
Prepayments and other current assets, net (including $1,162,622 and $1,102,861 to related parties as of June 30, 2023 and December 31, 2022, respectively)   1,537,639    1,758,917 
Total current assets   6,792,105    6,871,091 
           
Non-current assets          
Deposits paid, net (including $573,584 and $758,445 to related parties as of June 30, 2023 and December 31, 2022, respectively)   673,561    1,121,302 
Property and equipment, net   112,461    97,890 
Operating lease right-of-use assets   244,027    297,232 
Operating lease right-of-use assets, related parties   65,242    75,300 
Intangible assets, net   252,148    370,926 
Goodwill   435,562    454,201 
Total Assets  $8,575,106   $9,287,942 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Operating lease obligations – current  $112,632   $110,201 
Operating lease obligations, related parties - current   12,625    16,629 
Accounts payable (including $107,454 and $80,426 to related parties as of June 30, 2023 and December 31, 2022, respectively)   692,035    688,822 
Accrued liabilities   553,026    502,389 
Bank and other borrowings - current   483,233    422,653 
Income tax payable   20,116    38,879 
Customer advances   116,769    139,334 
Due to related parties   748,543    565,675 
Total current liabilities   2,738,979    2,484,582 
           
Non-current liabilities          
Operating lease obligations – non-current   155,593    189,957 
Operating lease obligations, related parties – non-current   45,235    55,056 
Bank and other borrowings   46,356    58,438 
Total Liabilities   2,986,163    2,788,033 
           
Stockholders’ Equity          
Common stock (150,000,000 shares authorized, 15,655,038 shares issued and outstanding as of June 30, 2023 and December 31, 2022)   15,655    15,655 
Additional paid-in capital   11,061,233    11,061,233 
Accumulated deficit and statutory reserves   (4,980,048)   (4,504,404)
Accumulated other comprehensive loss   (516,590)   (180,826)
Total Fortune Valley Treasures, Inc. stockholders’ equity   5,580,250    6,391,658 
Noncontrolling interests   8,693    108,251 
Total Stockholders’ Equity   5,588,943    6,499,909 
           
Total Liabilities and Stockholders’ Equity  $8,575,106   $9,287,942 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

3
 

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

 

   2023   2022   2023   2022 
   Three months ended
June 30
   Six months ended
June 30
 
   2023   2022   2023   2022 
                 
Net revenues (including $42,848 and $40,770 from related parties for the three months ended June 30, 2023 and 2022, respectively; $69,598 and $41,495 from related parties for the six months ended June 30, 2023 and 2022, respectively)  $1,272,597   $2,336,459   $2,907,886   $3,598,269 
                     
Cost of revenues (including $133,114 and $249,468 from related parties for the three months ended June 30, 2023 and 2022, respectively; $362,096 and $386,380 from related parties for the six months ended June 30, 2023 and 2022, respectively)   652,798    1,099,523    1,330,165    1,617,985 
Gross profit   619,799    1,236,936    1,577,721    1,980,284 
                     
Operating expenses:                    
Selling and distribution expenses   13,016    15,929    26,258    34,084 
General and administrative expenses   1,027,572    347,657    1,978,967    874,943 
                     
Operating income (loss)   (420,789)   873,350    (427,504)   1,071,257 
                     
Other income (expense):                    
Other income   6,436    1,995    8,210    8,202 
Interest income   16    16    47    93 
Interest expense   (8,964)   (4,864)   (18,256)   (10,689)
Other expense, net   (2,512)   (2,853)   (9,999)   (2,394)
                     
Income (loss) before income tax   (423,301)   870,497    (437,503)   1,068,863 
                     
Income tax expense   21,528    81,514    96,502    103,921 
                     
Net income (loss)  $(444,829)  $788,983   $(534,005)  $964,942 
Less: Net income (loss) attributable to noncontrolling interests   (58,004)   41,250    (58,361)   68,533 
Net income (loss) attributable to Fortune Valley Treasures, Inc.   (386,825)   747,733    (475,644)   896,409 
                     
Other comprehensive income:                    
Foreign currency translation loss   (422,433)   (602,321)   (376,961)   (591,601)
                     
Total comprehensive income (loss)   (867,262)   186,662    (910,966)   373,341 
Less: comprehensive income (loss) attributable to noncontrolling interests   (99,383)   (4,305)   (99,558)   24,726 
Comprehensive income (loss) attributable to Fortune Valley Treasures, Inc.  $(767,879)  $190,967   $(811,408)  $348,615 
                     
Earnings (loss) per share                    
Basic and diluted earnings (loss) per share  $(0.02)  $0.05   $(0.03)  $0.06 
Basic and diluted weighted average shares outstanding  $15,655,038   $15,655,038   $15,655,038   $15,655,038 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

4
 

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

 

   Number of shares   Amount   Paid-in
Capital
   Comprehensive
Income (Loss)
   Statutory
Reserves
   controlling
Interests
   Stockholders’
Equity
 
   Common Stock   Additional   Accumulated
Other
   Accumulated
Deficit and
   Non   Total 
   Number of shares   Amount   Paid-in
Capital
   Comprehensive
Loss
   Statutory
Reserves
   controlling
Interests
   Stockholders’
Equity
 
Balance as of December 31, 2022   15,655,038   $15,655   $11,061,233   $(180,826)  $(4,504,404)  $108,251   $6,499,909 
Net loss   -    -    -    -    (88,819)   (357)   (89,176)
Foreign currency translation adjustment   -    -    -    45,290    -    182    45,472 
Balance as of March 31, 2023   15,655,038   $15,655   $11,061,233   $(135,536)  $(4,593,223)  $108,076   $6,456,205 
Net loss   -    -    -    -    (386,825)   (58,004)   (444,829)
Foreign currency translation adjustment   -    -    -    (381,054)   -    (41,379)   (422,433)
Balance as of June 30, 2023   15,655,038   $15,655   $11,061,233   $(516,590)  $(4,980,048)  $8,693   $5,588,943 

 

   Common Stock   Additional   Accumulated
Other
   Accumulated
Deficit and
   Non   Total 
   Number of shares   Amount   Paid-in
Capital
   Comprehensive
Income (Loss)
   Statutory
Reserves
   controlling
Interests
   Stockholders’
Equity
 
Balance as of December 31, 2021   15,655,038   $15,655   $11,061,233   $544,305   $(2,561,681)  $404,842   $9,464,354 
Net income   -    -    -    -    148,676    27,283    175,959 
Foreign currency translation adjustment   -    -    -    8,972    -    1,748    10,720 
Balance as of March 31, 2022   15,655,038   $15,655   $11,061,233   $553,277   $(2,413,005)  $433,873   $9,651,033 
Net income   -    -    -    -    747,733    41250    788,983 
Foreign currency translation adjustment   -    -    -    (556,766)   -    (45,555)   (602,321)
Balance as of June 30, 2022   15,655,038   $15,655   $11,061,233   $(3,489)  $(1,665,272)  $429,568   $9,837,695 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

5
 

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

 

   2023   2022 
   Six months ended June 30, 
   2023   2022 
Cash flows from operating activities          
Net income (loss)  $(534,005)  $964,942 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Depreciation and amortization expense   124,680    433,417 
Non-cash lease expense   91,369    85,628 
Allowance for credit losses   960,144    - 
Loss on disposal of intangible asset   1,855    - 
Changes in operating assets and liabilities          
Accounts receivable, net   (896,403)   (185,856)
Inventories   68,723    (64,826)
Prepayments and other current assets, net   232    (385,553)
Due from related parties   -    25,887 
Deposits paid, net   (12,080)   (583,325)
Accounts payable   32,763    (37,455)
Due to related parties   111,324   (122,702)
Customer advances   (17,538)   (110,633)
Accrued liabilities   74,167    56,060 
Income tax payable   (17,871)   19,354 
Operating lease obligations   (73,176)   (77,497)
Net cash provided by (used in) operating activities   (85,816)   17,441 
           
Cash flows from investing activities          
Acquisition of property and equipment   (4,786)   - 
Acquisition of intangible asset   (702)   - 
Net cash used in investing activities   (5,488)   - 
           
Cash flows from financing activities          
Borrowings from and repayments to revolving credit lines, net   7,224    148,606 
Borrowings from bank loans   113,418    10,352 
Borrowings from a third party   -    24,154 
Repayments to related parties   -   (154,510)
Repayments to bank loans   (58,299)   (11,763)
Repayments to a third party   (19,541)   (66,379)
Net cash provided by (used in) financing activities   42,802    (49,540)
           
Effect of exchange rate changes on cash and cash equivalents   (41,233)   (5,738)
Net changes in cash and cash equivalents   (89,735)   

(37,837

)
Cash and cash equivalents–beginning of the period   165,685    123,163 
           
Cash and cash equivalents–end of the period  $75,950   $85,326 
           
Supplementary cash flow information:          
Interest paid  $18,378   $10,191 
Income taxes paid  $152,140   $86,546 
           
Non-cash investing and financing activities          
Expenses paid by related parties on behalf of the Company  $-   $38,627 
Operating lease right-of-use assets obtained in exchange for operating lease obligations  $39,797   $- 
Liabilities assumed in connection with purchase of property and equipment   $28,234   $- 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

6
 

 

FORTUNE VALLEY TREASURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Fortune Valley Treasures, Inc. (formerly Crypto-Services, Inc.) (“FVTI” or the “Company”) was incorporated in the State of Nevada on March 21, 2014. The Company’s current primary business operations of wholesale distribution and retail sales of alcoholic beverages of wine and distilled liquors, and drinking water distribution and delivery are conducted through its subsidiaries in the People’s Republic of China (“PRC”).

 

On April 11, 2018, the Company entered into a share exchange agreement by and among DaXingHuaShang Investment Group Limited (“DIGLS”) and its shareholders: 1.) Yumin Lin, 2.) Gaosheng Group Co., Ltd. and 3.) China Kaipeng Group Co., Ltd. whereby the Company newly issued 15,000,000 shares of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for as a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and DIGLS, the legal acquiree, is the accounting acquirer; accordingly, the Company’s historical statement of stockholders’ equity has been retroactively restated to the first period presented.

 

On March 1, 2019, the Company entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the shares of Jiujiu Group Stock Co., Ltd. (“JJGS”), a company incorporated under the laws of the Republic of Seychelles. The transaction closed on March 1, 2019. Pursuant to the SP Agreement, the Company issued 5 shares of its common stock to JJGS to acquire 100% of the shares of JJGS for a cost of $150. After the closing, JJGS became the Company’s wholly owned subsidiary. JJGS owns all of the equity interest of Jiujiu (HK) Industry Limited (“JJHK”) and Jiujiu (Shenzhen) Industry Co., Ltd. (“JJSZ”). JJGS, JJHK and JJSZ did not have any material assets or liabilities as of December 31, 2019, and they did not have any substantial operations or active business during the year ended December 31, 2019.

 

On June 22, 2020, the Company entered into a sale and purchase agreement along with Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd., a company incorporated in China and a wholly-owned subsidiary of FVTI (“QHDX”), to acquire 90% of the shares of Dongguan Xixingdao Technology Co., Ltd. (“Xixingdao”), a company incorporated in the PRC, from certain shareholders of Xixingdao in exchange for 243,134 shares of the Company’s common stock. The Company obtained the control of Xixingdao on August 31, 2020, the shares were issued on December 28, 2020. Xixingdao became the Company’s subsidiary since August 31, 2020.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. In the opinion of management, all adjustments consisting of normal recurring entries considered necessary for a fair presentation have been included. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. The condensed consolidated balance sheet information as of December 31, 2022 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “report”). These unaudited condensed consolidated financial statements should be read in conjunction with the report.

 

Basis of consolidation

 

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interests in subsidiaries is reflected in the unaudited condensed consolidated statements of operations.

 

7
 

 

As of June 30, 2023, details of the Company’s major subsidiaries were as follows:

 

Entity Name  

Date of

Incorporation

 

Parent

Entity

  Nature of Operation  

Place of

Incorporation

DIGLS   July 4, 2016   FVTI   Investment holding   Republic of Seychelles
DILHK   June 22, 2016   DIGLS   Investment holding   Hong Kong, PRC
QHDX   November 3, 2016   DILHK   Investment holding   PRC
FVTL   May 31, 2011   QHDX   Trading of food and platform   PRC
JJGS   August 17, 2017   FVTI   Investment holding   Republic of Seychelles
JJHK   August 24, 2017   JJGS   Investment holding   Hong Kong, PRC
JJSZ   November 16, 2018   JJHK   Trading of food   PRC
Xixingdao   August 28, 2019   QHDX   Drinking water distribution and delivery   PRC
Dongguan City Fu La Tu Trade Ltd (“FLTT”)   September 27, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Gu Trade Ltd (“FXGT”)   December 2, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Technology Ltd (“FXTL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Guan Healthy Industry Technology Ltd (“FGHL”)   December 21, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Jing Technology Ltd (“FJTL”)   November 17, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xiang Technology Ltd (“FGTL”)   November 16, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”)   November 9, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Lai Food Ltd (“FLFL”)   September 27, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Yi Beverage Ltd (“FYBL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xi Drinking Water Company Ltd (“FXWL”)   March 17, 2021   Xixingdao   Drinking water distribution and delivery, sales of alcoholic beverages and water purifier   PRC
Dongguan City Fu Jia Drinking Water Company Ltd (“FJWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Sheng Drinking Water Company Ltd (“FSWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Shenzhen Fu Jin Trading Technology Company Ltd (“FJSTL”)   June 7, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Li Trading Ltd (“FLTL”)   September 10, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)   September 13, 2021   QHDX   Trading of alcoholic beverages   PRC
Dongguan City Fu Zhi Gu Trading Ltd (“FZGTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Chang Fu Trading Ltd (“CFTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City La Tong Trading Ltd (“LTTL”)   August 8, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Kai Fu Trading Ltd (“KFTL”)   September 8, 2022   FVTL   Trading of alcoholic beverages   PRC

 

8
 

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to going concern, allowance of credit losses, allowance of deferred tax asset and uncertain tax position, implicit interest rate of operating leases, useful lives and impairment of long-lived assets, and impairment of goodwill. Actual results may differ from these estimates.

 

Foreign currency translation and re-measurement

 

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

 

The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, DIGLS, DILHK, JJGS and JJHK’s functional currency is the U.S. dollar; QHDX, JJSZ and their subsidiaries which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency.

 

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

 

  Monetary assets and liabilities at exchange rates in effect at the end of each period
  Nonmonetary assets and liabilities at historical rates
  Revenue and expense items at the average rate of exchange prevailing during the period

 

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

 

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

 

  Assets and liabilities at the rate of exchange in effect at the balance sheet date
  Equities at the historical rate
  Revenue and expense items at the average rate of exchange prevailing during the period

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

   2023   2022 
   As of and for the
six months ended June 30,
 
   2023   2022 
Period-end RMB:US$1 exchange rate   0.13880    0.14927 
Period-average RMB:US$1 exchange rate   0.14448    0.15451 

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 

Impairment of long-lived assets other than goodwill

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

 

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

The Company did not recognize any impairment of long-lived assets during the six months ended June 30, 2023 and 2022.

 

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. The Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.

 

During the six months ended June 30, 2023 and 2022, the Company did not record any impairment of goodwill.

 

9
 

 

Revenue recognition

 

The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

 

  1. Identify the contract(s) with a customer;
  2. Identify the performance obligations in the contract;
  3. Determine the transaction price;
  4. Allocate the transaction price to the performance obligations in the contract; and
  5. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

 

We generate revenue primarily from the sales of liquor, water, water purifier and other products directly to agents, wholesalers and end users, with majority of sales transactions were conducted offline. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or delivered to our customers. We account for shipping and handling fees as a fulfillment cost.

 

The following table provides information about disaggregated revenue based on revenue by product types:

 

   2023   2022   2023   2022 
   Three months ended
June 30,
   Six months ended
June 30,
 
   2023   2022   2023   2022 
Sales of liquor  $878,952   $1,203,484   $1,782,672   $1,833,946 
Sales of water   213,582    808,648    633,202    1,338,092 
Sales of water purifier   114,714    310,807    367,837    395,548 
Others   65,349    13,520    124,175    30,683 
Total  $1,272,597   $2,336,459   $2,907,886   $3,598,269 

 

Contract liabilities

 

Contract liabilities consist mainly of customer advances. On certain occasions, the Company may receive prepayments from downstream retailers or wholesales customers for liquors, water and other products prior to them taking possession of the Company’s products. The Company records these receipts as customer advances until the control of the products has been transferred the customers. As of June 30, 2023 and December 31, 2022, the Company had customer advances of $116,769 and $139,334, respectively. During the six months ended June 30, 2023, the Company recognized $24,707 of customer advances in the opening balance.

 

Related party transaction

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Recently adopted accounting pronouncements

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 was further amended in November 2020 by ASU No. 2020-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC Topic 326, Financial Instruments – Credit Losses is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is expected to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2021-08 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

 

10
 

 

NOTE 2 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022:

SCHEDULE OF ACCOUNTS RECEIVABLE

   June 30,
2023
   December 31,
2022
 
Accounts receivable (including $73,096 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively)  $5,461,870   $4,797,564 
Less: Doubtful allowance (including $724 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively)   (360,149)   - 
Accounts receivable, net  $5,101,721   $4,797,564 

 

Allowance for doubtful accounts movement is as follows:

 

   June 30,
2023
   December 31,
2022
 
Beginning balance  $-   $- 
Additions to allowance   374,894    - 
Foreign currency translation adjustment   (14,745)   - 
Ending balance  $360,149   $- 

 

NOTE 3 – PREPAYMENTS AND OTHER CURRENT ASSETS, NET

 

Prepayments and other current assets consisted of the following as of June 30, 2023 and December 31, 2022:

  

June 30,

2023

  

December 31,

2022

 
Prepayments (including $2,394,062 and $2,255,288 to related parties as of June 30, 2023 and December 31, 2022, respectively)  $2,875,927   $3,001,866 
Other current assets   6,995    4,631 
Total prepayments and other current assets   2,882,922    3,006,497 
Less: Allowance for doubtful accounts (including $1,231,440 and $1,152,427 to related parties as of June 30, 2023 and December 31, 2022, respectively)   (1,345,283)   (1,247,580)
Prepayments and other current assets, net  $1,537,639   $1,758,917 

 

Balance of prepayments represented the advanced payments to suppliers including related party suppliers.

 

Allowance for doubtful accounts movements is as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Beginning balance  $1,247,580   $- 
Additions to allowance   154,985    1,284,005 
Foreign currency translation adjustment   (57,282)   (36,425)
Ending balance  $1,345,283   $1,247,580 

 

NOTE 4 – DEPOSITS PAID, NET

 

Deposits paid consisted of the following as of June 30, 2023 and December 31, 2022:

 

  

June 30,

2023

  

December 31,

2022

 
Deposits paid (including $1,573,209 and $1,628,511 to related parties as of June 30, 2023 and December 31, 2022, respectively)  $2,280,196   $2,365,652 
Less: Allowance for doubtful accounts (including $999,625 and $870,066 to related parties as of June 30, 2023 and December 31, 2022, respectively)   (1,606,635)   (1,244,350)
Deposits paid, net  $673,561   $1,121,302 

 

Allowance for doubtful accounts movement is as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Beginning balance  $1,244,350   $- 
Additions to allowance   430,265    1,280,681 
Foreign currency translation adjustment   (67,980)   (36,331)
Ending balance  $1,606,635   $1,244,350 

 

NOTE 5 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following as of June 30, 2023 and December 31, 2022:

 

  

June 30,

2023

  

December 31,

2022

 
Office equipment  $116,520   $116,520 
Leasehold improvement   126,386    126,386 
Vehicle   31,910    - 
Property and equipment   274,816    242,906 
Less: Accumulated depreciation   (162,355)   (145,016)
Property and equipment, net  $112,461   $97,890 

 

Depreciation expense, which was included in general and administrative expenses, for the six months ended June 30, 2023 and 2022 was $18,046 and $15,647, respectively.

 

11
 

 

NOTE 6 – INTANGIBLE ASSETS, NET

 

Intangible assets and related accumulated amortization were as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Distribution channel  $2,989,709   $3,117,635 
Others   25,553    27,809 
Total intangible assets   3,015,262    3,145,444 
Less: Accumulated amortization   (1,850,517)   (1,822,875)
Less: Accumulated impairment   (912,597)   (951,643)
Intangible assets, net  $252,148   $370,926 

 

Amortization expense for the six months ended June 30, 2023 and 2022 was $106,634 and $417,770, respectively, included in cost of revenues and general and administrative expenses.

 

As of June 30, 2023, the future estimated amortization costs for intangible assets are as follows:

 

      
Year ending December 31,     
2023 (remaining)  $102,773 
2024   138,256 
2025   5,010 
2026   5,010 
2027   1,099 
Total  $252,148 

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 

Amounts due to related parties as of June 30, 2023 and December 31, 2022 are as follows:

 

     

June 30,

2023

  

December 31,

2022

 
Mr. Yumin Lin  President, Chief Executive Officer, Secretary, Director and majority shareholder  $517,426   $389,051 
Ms. Xiulan Zhou  Manager of a subsidiary, Mr. Yumin Lin’s wife   1,287    508 
Mr. Huagen Li  Manager of a subsidiary   2,221    2,316 
Mr. Guodong Jia  Manager of a subsidiary   4,462    2,342 
Mr. Hongwei Ye  Manager of a subsidiary, Shareholder   15    16 
Mr. Anping Chen  Manager of a subsidiary   5,424    1,290 
Mr. Jiangwei Jia  Manager of a subsidiary   6,497    3,678 
Mr. Yuwen Li  Vice President   69,925    64,924 
Ms. Lihua Li  Manager of a subsidiary   3,376    - 
Shenzhen DaXingHuaShang Industrial Group Ltd. (fka Shenzhen DaXingHuaShang Industry Development Ltd.)  Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industrial Group Ltd.   83,279    86,842 
Ms. Chunxiang Zhang  Manager of a subsidiary   3,168    998 
Mr. Meng Xue  Manager of a subsidiary   7,359    5,449 
Ms. Shuqin Chen  Manager of a subsidiary   5,400    1,358 
Mr. Zhipeng Zuo  Manager of a subsidiary   16,762    59 
Mr. Deqin Ke  Manager of a subsidiary   -    724 
Mr. Aisheng Zhang  Manager of a subsidiary   15,982    2,320 
Mr. Zhihua Liao  Manager of a subsidiary   5,960    3,800 
      $748,543   $565,675 

 

12
 

 

Revenues generated from related parties during the six months ended June 30, 2023 and 2022 are as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Mr. Kaihong Lin  Chief Financial Officer and Treasurer  $278   $652 
Mr. Yumin Lin  President, Chief Executive Officer, Secretary, Director and majority shareholder   -    438 
Mr. Zihao Ye  Manager of a subsidiary   -    262 
Ms. Xiulan Zhou  Manager of a subsidiary, Mr. Yumin Lin’s wife   14    - 
Dongguan Huanhai Trading Co., Ltd.  Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan Huanhai Trading Co., Ltd.   10,886    13,553 
Guangdong Yuexin Jiaotong Construction Co., Ltd.  Mr. Naiyong Luo, a manager of a subsidiary, is the controlling shareholder of Guangdong Yuexin Jiaotong Construction Co., Ltd.   10,578    7,581 
Dongguan City Hualianguan Chemical Co., Ltd.  Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan City Hualianguan Chemical Co., Ltd.   14,808    19,009 
Dongguan Humen Shuiyan Drinking Water Store  Ms. Shuiyan Li, a shareholder of the Company, is the controlling shareholder of Dongguan Humen Shuiyan Drinking Water Store   33,034    - 
Revenues generated from related parties     $69,598   $41,495 

 

Cost of revenues from related parties during the six months ended June 30, 2023 and 2022 is as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Dongguan Baxi Food Distribution Co., Ltd.  Significantly influenced by the Company  $57,509   $15,899 
Dongguan Dalingshan Xinwenhua Drinking Water Store  Significantly influenced by the Company   23,614    43,759 
Dongguan Pengqin Drinking Water Co., Ltd.  Significantly influenced by the Company   23,433    33,836 
Dongguan Dengqinghu Drinking Water Store  Significantly influenced by the Company   2,934    1,475 
Dongguan Tailai Trading Co., Ltd.  Significantly influenced by the Company   52,324    34,519 
Dongguan Anxiang Technology Co., Ltd.  Significantly influenced by the Company   56,704    64,639 
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.  Significantly influenced by the Company   90,355    64,565 
Dongguan Dalingshan Runxin Drinking Water Store  Significantly influenced by the Company   11,473    16,312 
Dongguan City Yijia Trading Co., Ltd.  Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.   43,750    111,376 
Cost of revenues from related parties     $362,096   $386,380 

 

Purchases from related parties during the six months ended June 30, 2023 and 2022 are as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Dongguan Baxi Food Distribution Co., Ltd.  Significantly influenced by the Company  $61,259   $19,406 
Dongguan Dalingshan Xinwenhua Drinking Water Store  Significantly influenced by the Company   25,221    56,842 
Dongguan Pengqin Drinking Water Co., Ltd.  Significantly influenced by the Company   25,416    37,266 
Dongguan Dengqinghu Drinking Water Store  Significantly influenced by the Company   3,124    1,659 
Dongguan Tailai Trading Co., Ltd.  Significantly influenced by the Company   55,999    33,634 
Dongguan Anxiang Technology Co., Ltd.  Significantly influenced by the Company   56,965    66,220 
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.  Significantly influenced by the Company   90,430    69,407 
Dongguan Dalingshan Runxin Drinking Water Store  Significantly influenced by the Company   12,522    16,374 
Dongguan City Yijia Trading Co., Ltd.  Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.   43,750    48,579 
Purchase from related party     $374,686   $349,387 

 

Due to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due on demand.

 

Mr. Yuwen Li, the Vice President of the Company, authorized the Company to use trademarks that were owned by him for ten years from October 5, 2019 to October 4, 2029 at no cost.

 

Also see Note 2, 3, 4, 9 and 10 for more transactions with related parties.

 

13
 

 

NOTE 8 - INCOME TAXES

 

United States of America

 

The Company is registered in the State of Nevada and is subject to United States of America tax law. The U.S. federal income tax rate is 21%.

 

Seychelles

 

Under the current laws of the Seychelles, DIGLS and JJGS are registered as an international business company governed by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

 

Hong Kong

 

From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately $255,112), and 16.5% on any part of assessable profits over HK$2,000,000. For the six months ended June 30, 2023 and 2022, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the periods reported.

 

The PRC

 

The Company’s subsidiaries are incorporated in the PRC, and are subject to the PRC Enterprise Income Tax Laws (“EIT Laws”) with the statutory income tax rate of 25% with the following exceptions.

 

On April 2, 2021, the State Taxation Administration issued the notice of the Ministry of Finance and the State Administration of Taxation (“MOF and SAT”) [2021] No.12 to provide an enterprise income tax rate of 2.5% on small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000, approximately $142,209, from January 1, 2021 to December 31, 2022. MOF and SAT [2022] No.13 also provides an enterprise income tax rate of 5% on small-scale and low-profit enterprises whose annual taxable income is more than RMB1,000,000, approximately $144,482, but less than RMB3,000,000, approximately $433,445, from January 1, 2022 to December 31, 2024. The qualifications of small-scale and low-profit enterprises were examined annually by the Tax Bureau. All of the Company’s PRC subsidiaries met the criteria of small-scale and low-profit enterprises, except for Xixingdao, FVT Supply Chain and FLTT.

 

The components of the income tax provision are as follows:

 

         
   Six months ended June 30, 
   2023   2022 
Current:          
– United States of America  $41,444   $45,562 
– Seychelles   -    - 
– Hong Kong   -    - 
– The PRC   55,058    58,359 
Current income tax expense          
Deferred          
– United States of America   -    - 
– Seychelles   -    - 
– Hong Kong   -    - 
– The PRC   -    - 
Total  $96,502   $103,921 

 

The effective tax rate was -22.1% and 9.7% for the six months ended June 30, 2023 and 2022, respectively.

 

14
 

 

NOTE 9 - OPERATING LEASES

 

As of June 30, 2023, the Company has nineteen separate operating lease agreements for three office spaces, one warehouse and fifteen stores in PRC with remaining lease terms of from 1 month to 46 months.

 

Two of the leases described above were entered with related parties. The operating lease entered with Ms. Qingmei Lin, a related party, is for the premises in Dongguan City, PRC. The agreement covers the period from January 1, 2019 to April 30, 2027 with the monthly rent expense of RMB10,000 (approximately $1,445). The operating lease agreement entered with Mr. Hongwei Ye, another related party, is for the premises in Dongguan City, PRC. The agreement covers the period from September 27, 2020 to September 30, 2023 with the monthly rent expense of RMB960 (approximately $138).

 

The components of lease expense and supplemental cash flow information related to leases for the six months ended June 30, 2023 and 2022 are as follows:

 

         
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations)  Six months ended
June 30,
 
   2023   2022 
         
Related parties  $9,501   $11,347 
Non-related parties   63,683    74,009 
Total  $73,184   $85,356 

 

Other information for the six months ended  June 30,
2023
   June 30,
2022
 
Cash paid for amounts included in the measurement of lease obligations  $77,612   $78,215 
Weighted average remaining lease term (in years)   2.72    3.55 
Weighted average discount rate   3.23%   3.23%

 

Maturities of the Company’s lease obligations as of June 30, 2023 are as follows:

 

Year ending December 31,     
2023 (remaining)  $65,998 
2024   121,342 
2025   103,943 
2026   40,951 
2027   5,552 
Total lease payment   337,786 
Less: Imputed interest   (11,701)
Operating lease obligations  $326,085 

 

NOTE 10 – BANK AND OTHER BORROWINGS

 

In August 2020, the Company obtained a revolving credit line in the principal amount of RMB910,000 (approximately $139,000 when borrowed) from China Construction Bank, which bears interest at 4.10%. The credit line is guaranteed by Xiulan Zhou, a related party, and pledged by her property. The maturity date is on August 7, 2023.

 

In November 2021, the Company obtained a bank loan in the principal amount of RMB500,000 (approximately $79,000 when borrowed) from Shenzhen Qianhai Webank Co., Ltd. (“WeBank”), which bears interest at 3.6%. The maturity date is on December 11, 2021. On December 11, 2021, the Company and WeBank agreed to extend the maturity date of the loan to December 21, 2023 and increase the principal amount to RMB500,750 (approximately $79,000 when borrowed) reflecting the accrued interest. The loan is guaranteed by Yumin Lin and bears interest at 10.71%.

 

In May 2022, the Company obtained a revolving credit line in the principal amount of RMB1,000,000 (approximately $149,000 when borrowed) from China Construction Bank, which bears interest at 4.45%. The credit line is guaranteed by Xiulan Zhou, a related party. The credit line was fully repaid on the maturity date of May 26, 2023.

 

15
 

 

In May 2022, the Company obtained a loan in the principal amount of RMB161,000 (approximately $24,000 when borrowed) from Huaneng Guicheng Trust Co., Ltd. (“Huaneng Guicheng”), which bears interest at 11.34%. The loan is guaranteed by Yumin Lin. The maturity date is on May 21, 2024.

 

In May 2022, the Company obtained a bank loan in the principal amount of RMB69,000 (approximately $10,000 when borrowed) from WeBank, which bears interest at 11.34%. The loan is guaranteed by Yumin Lin. The maturity date is on May 21, 2024.

 

In July 2022, the Company obtained two loans in the principal amount of RMB99,000 (approximately $15,000 when borrowed) and RMB231,000 (approximately $34,000 when borrowed) from WeBank and Guangdong Nanyue Bank Co., Ltd. (“Nanyue Bank”), respectively, which bear interest at 14.4%. The loans are guaranteed by Kaihong Lin. The maturity date is on July 8, 2024.

 

In July 2022, the Company obtained two loans in the principal amount of RMB153,000 (approximately $23,000 when borrowed) and RMB357,000 (approximately $53,000 when borrowed) from WeBank and Nanyue Bank, respectively, which bear interest at 14.4%. The loans are guaranteed by Falan Zhou, a manager of subsidiaries. The maturity date is on July 13, 2024.

 

In July 2022, the Company obtained a loan in the principal amount of RMB380,000 (approximately $57,000 when borrowed) from Huaneng Guicheng, which bears interest at 12.6%. The loan is guaranteed by Yumin Lin. The maturity date is on July 21, 2024.

 

In February 2023, the Company obtained a revolving credit line in the principal amount of RMB465,000 (approximately $68,000 when borrowed) from China Construction Bank, which bears interest at 4.00%. The loan is guaranteed by Shuqin Chen, a related party. The maturity date is on February 11, 2024.

 

In April 2023, the Company obtained two bank loans in the principal amount of RMB224,000 (approximately $31,000 when borrowed) and RMB96,000 (approximately $13,000 when borrowed) from Bank of Ningbo and WeBank, respectively, which bear interest at 12.24%. The loans are guaranteed by Falan Zhou, a manager of subsidiaries. The maturity date is on April 7, 2025.

 

In April 2023, the Company obtained a mortgage loan in the principal amount of RMB195,415 (approximately $27,000 when borrowed) from WeBank, which bears interest at 6.54%. The loan is pledged by a vehicle of the Company. The maturity date is on April 10, 2028.

 

In May 2023, the Company obtained a revolving credit line in the principal amount of RMB1,050,000 (approximately $146,000 when borrowed), with Yumin Lin as a co-borrower, from China Construction Bank, which bears interest at 4.20%. The maturity date is on May 26, 2024.

 

The balance of the loans borrowed as of June 30, 2023 and December 31, 2022 were as follows:

 

   June 30,
2023
   December 31,
2022
 
Loans from a trust in PRC  $38,810   $60,049 
China Construction Bank   336,585    276,447 
WeBank   81,488    77,220 
Guangdong Nanyue Bank   44,207    67,375 
Bank of Ningbo   28,499    - 
Aggregate outstanding principal balances   529,589    481,091 
Less: current portion   483,233    422,653 
Non-current portion  $46,356   $58,438 

 

The total interest expense was $18,256 and $10,689 for the six months ended June 30, 2023 and 2022, respectively.

 

Future minimum loan payments as of June 30, 2023 are as follows:

 

      
Year ending December 31,     
2023 (remaining)  $210,155 
2024   293,951 
2025   12,826 
2026   5,425 
2027   5,425 
Thereafter   1,807 
Total  $529,589 

 

NOTE 11 - SUBSEQUENT EVENTS

 

In July 2023, the Company obtained a bank loan in the principal amount of RMB817,000 (approximately $114,000 when borrowed) from China Construction Bank, which bears interest at 3.85% with the maturity date on July 22, 2024.

 

16
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 31, 2023 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

 

Overview

 

Fortune Valley Treasures, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in the State of Nevada on March 21, 2014. We were initially incorporated to offer users with up-to-date information on digital currencies. We engage in the food supply chain operations and management through a service platform. Through various acquisitions of high-quality upstream and downstream companies in the industry, the Company creates a complete industrial chain to reduce costs and enhance competitiveness. The company mainly focuses on online and offline sales targeting regional wholesalers, retailers, supermarkets and major food and beverage (“F&B”) chains.

 

During the six months ended June 30, 2023, the Company conducted its business in one revenue stream: product sales – liquor, water, water purifier and other F&B products.

 

Results of Operations

 

Three months ended June 30, 2023 and 2022

 

   Three months ended June 30,     
   2023   2022   Change 
Net revenues  $1,272,597   $2,336,459   $(1,063,862)
Cost of revenues   (652,798)   (1,099,523)   446,725 
Gross profit   619,799    1,236,936    (617,137)
Operating expense   (1,040,588)   (363,586)   (677,002)
Other income   6,436    1,995    4,441 
Interest income   16    16    - 
Interest expense   (8,964)   (4,864)   (4,100)
Income taxes   (21,528)   (81,514)   59,986 
Net income (loss)   (444,829)   788,983    (1,233,812)
Net income (loss) attributable to noncontrolling interests   (58,004)   41,250    (99,254)
Net income (loss) attributable to Fortune Valley Treasures, Inc.  $(386,825)  $747,733   $(1,134,558)

 

Six months ended June 30, 2023 and 2022

 

   Six months ended June 30,     
   2023   2022   Change 
Net revenues  $2,907,886   $3,598,269   $(690,383)
Cost of revenues   (1,330,165)   (1,617,985)   287,820 
Gross profit   1,577,721    1,980,284    (402,563)
Operating expense   (2,005,225)   (909,027)   (1,096,198)
Other income   8,210    8,202    8 
Interest income   47    93    (46)
Interest expense   (18,256)   (10,689)   (7,567)
Income taxes   (96,502)   (103,921)   7,419 
Net income (loss)   (534,005)   964,942    (1,498,947)
Net income (loss) attributable to noncontrolling interests   (58,361)   68,533    (126,894)
Net income (loss) attributable to Fortune Valley Treasures, Inc.  $(475,644)  $896,409   $(1,372,053)

 

17
 

 

Net Revenues

 

Net revenues were $1,272,597 for the three months ended June 30, 2023, reflecting a decrease of $1,063,862, or 46%, from $2,336,459 for the three months ended June 30, 2022. The decrease in net revenues was mainly due to the lower product sales volume than the same period of the prior year and to a lesser extent, the lower unit sales prices of wine products. The decrease in product sales was resulted from a decline in market demand resulting from the sluggish economic environment and slow recovery in China’s economy as compared to the same period of the prior year. And in order to attract new customers, the Company has lowered the unit sales prices of wine products beginning in April 2023.

 

Net revenues were $2,907,886 for the six months ended June 30, 2023, reflecting a decrease of $690,383, or 19%, from $3,598,269 for the six months ended June 30, 2022. The decrease in net revenues was mainly due to the lower product sales volume than the same period of the prior year and to a lesser extent, the lower unit sales prices of wine products. The decrease in product sales reflected a decline in market demand resulting from the sluggish economic environment and slow recovery in China’s economy as compared to the same period of the prior year. And in order to attract new customers, the Company has lowered the unit sales prices of wine products since April 2023.

 

Cost of Revenues

 

Cost of revenues was $652,798 for the three months ended June 30, 2023, reflecting a decrease of $446,725, or 41%, from $1,099,523 for the three months ended June 30, 2022. The decrease in cost of revenues was due to the lower product sales volume in line with our revenue decrease.

 

Cost of revenues was $1,330,165 for the six months ended June 30, 2023, reflecting a decrease of $287,820, or 18%, from $1,617,985 for the six months ended June 30, 2022. The decrease in cost of revenues was due to the lower product sales volume in line with our revenue decrease.

 

Gross Profit

 

Gross profit was $619,799 and $1,236,936 for the three months ended June 30, 2023 and 2022, respectively, reflecting a decrease of $617,137, or 50%. The decrease in gross profit was due to the decrease in the net revenues.

 

Gross profit was $1,577,721 and $1,980,284 for the six months ended June 30, 2023 and 2022, respectively, reflecting a decrease of $402,563, or 20%. The decrease in gross profit was due to the decrease in the net revenues.

 

Operating Expenses

 

Operating expenses were $1,040,588 for the three months ended June 30, 2023, reflecting an increase of $677,002, or 186%, from $363,586 for the three months ended June 30, 2022. The increase in operating expenses was mainly due to the increase in professional service fees and credit loss expenses.

 

Operating expenses were $2,005,225 for the six months ended June 30, 2023, reflecting an increase of $1,096,198, or 121%, from $909,027 for the six months ended June 30, 2022. The increase in operating expenses was mainly due to the increase in professional service fees and credit loss expenses.

 

Net Income (loss)

 

For the three months ended June 30, 2023, our net loss was $444,829, compared to a net income of $788,983 for the three months ended June 30, 2022. The decrease in net income was a result of the factors described above.

 

For the six months ended June 30, 2023, our net loss was $534,005, compared to a net income of $964,942 for the six months ended June 30, 2022. The decrease in net income was a result of the factors described above.

 

Net income (loss) attributable to noncontrolling interests

 

The Company records net income (loss) attributable to noncontrolling interests in the unaudited condensed consolidated statements of operations for any noncontrolling interests of consolidated subsidiaries.

 

For the three months ended June 30, 2023 and 2022, the Company recorded a net loss attributable to noncontrolling interests of $58,004 and a net income attributable to noncontrolling interests of $41,250, respectively.

 

For the six months ended June 30, 2023 and 2022, the Company recorded a net loss attributable to noncontrolling interests of $58,361 and a net income attributable to noncontrolling interests of $68,533, respectively.

 

18
 

 

Liquidity and Capital Resources

 

Working Capital

 

   June 30,
2023
   December 31,
2022
   Change 
Total current assets  $6,792,105   $6,871,091   $(78,986)
Total current liabilities   2,738,979    2,484,582    254,397 
Working capital  $4,053,126   $4,386,509   $(333,383)

 

As of June 30, 2023, we had working capital of $4,053,126, as compared to working capital of $4,386,509 as of December 31, 2022. We had total current assets of $6,792,105, consisting of cash and cash equivalents of $75,950, inventories of $76,795, prepayments and other current assets of $1,537,639, accounts receivable of $5,101,721 compared to total current assets of $6,871,091 as of December 31, 2022. The decrease in total current assets was mainly due to the decrease in prepayments and other current assets, inventories and cash and cash equivalents, and offset by the increase in accounts receivable. We had current liabilities of $2,738,979, consisting of operating lease obligations of $125,257, accounts payable of $692,035, accrued liabilities of $553,026, bank and other borrowing - current of $483,233, customer advances of $116,769, income tax payable of $20,116 and due to related parties of $748,543. The increase in total current liabilities was mainly due to the increase in the current portion of bank and other borrowings, and the amount due to related parties.

 

Our cash and cash equivalents balance decreased to $75,950 as of June 30, 2023, from $165,685 as of December 31, 2022. We estimate the Company currently has sufficient working capital to support its daily operations for the next twelve months, without raising additional capital. The Company is continuing to look for different financing opportunities in order to increase working capital and improve liquidity.

 

Despite the positive working capital of the Company, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.

 

Cash Flows

 

   Six months ended June 30,     
   2023   2022   Change 
Cash Flows provided by (used in) Operating Activities  $(85,816)  $17,441   $(103,257)
Cash Flows used in Investing Activities   (5,488)   -    (5,488)
Cash Flows provided by (used in) Financing Activities   42,802    (49,540)   92,342 
Effect of exchange rate changes   (41,233)   (5,738)   (35,495)
Net Changes in Cash and Cash Equivalents  $(89,735)  $(37,837)  $(51,898)

 

Cash Flow from Operating Activities

 

Net cash used in operating activities for the six months ended June 30, 2023 was $85,816, as compared to the amount of $17,441 provided by operating activities for the six months ended June 30, 2022, reflecting a decrease of $103,257. The cash used in operating activities during the six months ended June 30, 2023 was mainly resulted from the net loss of $534,005, the increase in accounts receivable of $896,403, and offset by the allowance for credit losses of $960,144, depreciation and amortization expense of $124,680, non-cash lease expense of $91,369 and the increase in due to related parties of $111,324 and accrued liabilities of $74,167.

 

Cash Flow from Investing Activities

 

Net cash used in investing activities was $5,488 for the six months ended June 30, 2023, compared to net cash used in investing activities of $nil for the six months ended June 30, 2022. The cash used in investing activities during the six months ended June 30, 2023 was mainly for the purchase of a vehicle in April 2023 for daily operating use.

 

Cash Flow from Financing Activities

 

Net cash provided by financing activities was $42,802 for the six months ended June 30, 2023, compared to net cash used in financing activities of $49,540 for the six months ended June 30, 2022. The cash provided by financing activities for the six months ended June 30, 2023 was mainly resulted from the net proceeds from bank loans of $113,418, and offset by the net repayments to bank loans of $58,299.

 

19
 

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States. The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported and disclosed in our financial statements and the accompanying notes. Actual results could differ materially from these estimates under different assumptions or conditions. We identified no critical accounting estimates in the current period.

 

As described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, we consider our critical accounting policies to be those related to revenue recognition, allowance of doubtful accounts and impairment of intangible assets and goodwill. There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

Off-Balance Sheet Arrangements

 

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.

 

Related Party Transactions

 

As of June 30, 2023 and December 31, 2022, the Company had accounts receivable from related parties in the amounts of $72,372 and $146,087, prepayments to related parties in the amounts of $1,162,622 and $1,102,861, deposits to related parties in the amounts of $573,584 and $758,445, and accounts payable to related parties in amounts of $107,454 and $80,426, respectively.

 

As of June 30, 2023 and December 31, 2022, the Company had outstanding payables due to its related parties in the amounts of $748,543 and $565,675, respectively, which mainly consisted of borrowings for working capital purpose. The balances were unsecured, non-interest bearing and due on demand.

 

During the six months ended June 30, 2023 and 2022, the Company sold products to its related parties in the amounts of $69,598 and $41,495, respectively, purchased goods from its related parties in the amounts of $374,686 and $349,387, and incurred the costs of revenues from related parties in the amounts of $362,096 and $386,380, respectively.

 

During the six months ended June 30, 2023 and 2022, the rental expenses to related parties were $9,501 and $11,347, respectively.

 

Our related parties are primarily those who are significantly influenced by the Company based on our common business relationships. Refer to Note 7 to the unaudited condensed consolidated financial statements for additional details regarding the related party transactions.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2023, that our disclosure controls and procedures were not effective.

 

20
 

 

The matters involving internal controls and procedures that our management considered to be material weakness under the standards of the Public Company Accounting Oversight Board was lack of well-established procedures to identify, approve and review related party transactions.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the board of directors (the “Board”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“GAAP”) and includes those policies and procedures that:

 

  Apply to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
     
  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
     
  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

We carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of June 30, 2023. Management based the assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this assessment, management has concluded that as of June 30, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

  We have increased our personnel resources and technical accounting expertise within the accounting function and intend to hire one or more additional personnel for the function due to turnover.
     
  We plan to test our updated controls and remediate our deficiencies in the year 2023.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

21
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

Item 1A. Risk Factors.

 

Not applicable to a smaller reporting company

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

Exhibit No.   Description
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
32.1   Section 1350 Certification of principal executive officer
32.2   Section 1350 Certification of principal financial officer and principal accounting officer
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 (embedded within the Inline XBRL document)

 

22
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  Fortune Valley Treasures, Inc.
     
Date: August 14, 2023 By: /s/ Yumin Lin
    Yumin Lin
    President and Chief Executive Officer
    (Principal Executive Officer)
     
Date: August 14, 2023 By: /s/ Kaihong Lin
    Kaihong Lin
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

23

 

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Yumin Lin, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Fortune Valley Treasures, Inc. (the “Company”) for the quarter ended June 30, 2023;

 

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 report;

 

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

 

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

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

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

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023    
  By: /s/ Yumin Lin
  Name: Yumin Lin
  Title: Chief Executive Officer, President and Secretary
(Principal Executive Officer)

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Kaihong Lin, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Fortune Valley Treasures, Inc. (the “Company”) for the quarter ended June 30, 2023;

 

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 report;

 

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

 

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

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

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

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

 

Date: August 14, 2023    
  By: /s/ Kaihong Lin
  Name: Kaihong Lin
  Title:

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Fortune Valley Treasures, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

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

 

Date: August 14, 2023    
  By: /s/ Yumin Lin
  Name: Yumin Lin
  Title:

Chief Executive Officer, President and Secretary

(Principal Executive Officer)

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Fortune Valley Treasures, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 14, 2023    
  By: /s/ Kaihong Lin
  Name: Kaihong Lin
  Title: Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-55555  
Entity Registrant Name Fortune Valley Treasures, Inc.  
Entity Central Index Key 0001626745  
Entity Tax Identification Number 32-0439333  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One B1601 Donogfang Yinxiang Building  
Entity Address, Address Line Two No. 139 Liansheng Road  
Entity Address, Address Line Three Humen Town  
Entity Address, City or Town Dongguan  
Entity Address, Country CN  
Entity Address, Postal Zip Code 523000  
City Area Code (86)  
Local Phone Number 769-85729133  
Title of 12(g) Security Common stock, par value $0.001 per share  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   15,655,038
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 75,950 $ 165,685
Accounts receivable, net (including $72,372 and $146,087 from related parties as of June 30, 2023 and December 31, 2022, respectively) 5,101,721 4,797,564
Inventories 76,795 148,925
Prepayments and other current assets, net (including $1,162,622 and $1,102,861 to related parties as of June 30, 2023 and December 31, 2022, respectively) 1,537,639 1,758,917
Total current assets 6,792,105 6,871,091
Non-current assets    
Deposits paid, net (including $573,584 and $758,445 to related parties as of June 30, 2023 and December 31, 2022, respectively) 673,561 1,121,302
Property and equipment, net 112,461 97,890
Intangible assets, net 252,148 370,926
Goodwill 435,562 454,201
Total Assets 8,575,106 9,287,942
Current liabilities    
Accounts payable (including $107,454 and $80,426 to related parties as of June 30, 2023 and December 31, 2022, respectively) 692,035 688,822
Accrued liabilities 553,026 502,389
Bank and other borrowings - current 483,233 422,653
Income tax payable 20,116 38,879
Customer advances 116,769 139,334
Total current liabilities 2,738,979 2,484,582
Non-current liabilities    
Bank and other borrowings 46,356 58,438
Total Liabilities 2,986,163 2,788,033
Stockholders’ Equity    
Common stock (150,000,000 shares authorized, 15,655,038 shares issued and outstanding as of June 30, 2023 and December 31, 2022) 15,655 15,655
Additional paid-in capital 11,061,233 11,061,233
Accumulated deficit and statutory reserves (4,980,048) (4,504,404)
Accumulated other comprehensive loss (516,590) (180,826)
Total Fortune Valley Treasures, Inc. stockholders’ equity 5,580,250 6,391,658
Noncontrolling interests 8,693 108,251
Total Stockholders’ Equity 5,588,943 6,499,909
Total Liabilities and Stockholders’ Equity 8,575,106 9,287,942
Nonrelated Party [Member]    
Non-current assets    
Operating lease right-of-use assets 244,027 297,232
Current liabilities    
Operating lease obligations - current 112,632 110,201
Non-current liabilities    
Operating lease obligations – non-current 155,593 189,957
Related Party [Member]    
Non-current assets    
Operating lease right-of-use assets 65,242 75,300
Current liabilities    
Operating lease obligations - current 12,625 16,629
Due to related parties 748,543 565,675
Non-current liabilities    
Operating lease obligations – non-current $ 45,235 $ 55,056
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]    
Deposit paid, related parties $ 573,584 $ 758,445
Common stock, shares authorized 150,000,000 150,000,000
Common stock, shares issued 15,655,038 15,655,038
Common stock, shares outstanding 15,655,038 15,655,038
Related Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Accounts receivable $ 72,372 $ 146,087
Prepayments and other current assets, net 1,162,622 1,102,861
Accounts payable $ 107,454 $ 80,426
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Net revenues (including $42,848 and $40,770 from related parties for the three months ended June 30, 2023 and 2022, respectively; $69,598 and $41,495 from related parties for the six months ended June 30, 2023 and 2022, respectively) $ 1,272,597 $ 2,336,459 $ 2,907,886 $ 3,598,269
Cost of revenues (including $133,114 and $249,468 from related parties for the three months ended June 30, 2023 and 2022, respectively; $362,096 and $386,380 from related parties for the six months ended June 30, 2023 and 2022, respectively) 652,798 1,099,523 1,330,165 1,617,985
Gross profit 619,799 1,236,936 1,577,721 1,980,284
Operating expenses:        
Selling and distribution expenses 13,016 15,929 26,258 34,084
General and administrative expenses 1,027,572 347,657 1,978,967 874,943
Operating income (loss) (420,789) 873,350 (427,504) 1,071,257
Other income (expense):        
Other income 6,436 1,995 8,210 8,202
Interest income 16 16 47 93
Interest expense (8,964) (4,864) (18,256) (10,689)
Other expense, net (2,512) (2,853) (9,999) (2,394)
Income (loss) before income tax (423,301) 870,497 (437,503) 1,068,863
Income tax expense 21,528 81,514 96,502 103,921
Net income (loss) (444,829) 788,983 (534,005) 964,942
Less: Net income (loss) attributable to noncontrolling interests (58,004) 41,250 (58,361) 68,533
Net income (loss) attributable to Fortune Valley Treasures, Inc. (386,825) 747,733 (475,644) 896,409
Other comprehensive income:        
Foreign currency translation loss (422,433) (602,321) (376,961) (591,601)
Total comprehensive income (loss) (867,262) 186,662 (910,966) 373,341
Less: comprehensive income (loss) attributable to noncontrolling interests (99,383) (4,305) (99,558) 24,726
Comprehensive income (loss) attributable to Fortune Valley Treasures, Inc. $ (767,879) $ 190,967 $ (811,408) $ 348,615
Earnings (loss) per share        
Basic earnings (loss) per share $ (0.02) $ 0.05 $ (0.03) $ 0.06
Diluted earnings (loss) per share $ (0.02) $ 0.05 $ (0.03) $ 0.06
Basic weighted average shares outstanding 15,655,038 15,655,038 15,655,038 15,655,038
Diluted weighted average shares outstanding 15,655,038 15,655,038 15,655,038 15,655,038
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Defined Benefit Plan Disclosure [Line Items]        
Revenue from related parties $ 1,272,597 $ 2,336,459 $ 2,907,886 $ 3,598,269
Cost of revenue from related parties 133,114 249,468 362,096 386,380
Related Party [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Revenue from related parties $ 42,848 $ 40,770 $ 69,598 $ 41,495
v3.23.2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Total
Balance at Dec. 31, 2021 $ 15,655 $ 11,061,233 $ 544,305 $ (2,561,681) $ 404,842 $ 9,464,354
Balance, shares at Dec. 31, 2021 15,655,038          
Net income (loss) 148,676 27,283 175,959
Foreign currency translation adjustment 8,972 1,748 10,720
Balance at Mar. 31, 2022 $ 15,655 11,061,233 553,277 (2,413,005) 433,873 9,651,033
Balance, shares at Mar. 31, 2022 15,655,038          
Balance at Dec. 31, 2021 $ 15,655 11,061,233 544,305 (2,561,681) 404,842 9,464,354
Balance, shares at Dec. 31, 2021 15,655,038          
Net income (loss)           964,942
Foreign currency translation adjustment           (591,601)
Balance at Jun. 30, 2022 $ 15,655 11,061,233 (3,489) (1,665,272) 429,568 9,837,695
Balance, shares at Jun. 30, 2022 15,655,038          
Balance at Mar. 31, 2022 $ 15,655 11,061,233 553,277 (2,413,005) 433,873 9,651,033
Balance, shares at Mar. 31, 2022 15,655,038          
Net income (loss) 747,733 41,250 788,983
Foreign currency translation adjustment (556,766) (45,555) (602,321)
Balance at Jun. 30, 2022 $ 15,655 11,061,233 (3,489) (1,665,272) 429,568 9,837,695
Balance, shares at Jun. 30, 2022 15,655,038          
Balance at Dec. 31, 2022 $ 15,655 11,061,233 (180,826) (4,504,404) 108,251 6,499,909
Balance, shares at Dec. 31, 2022 15,655,038          
Net income (loss) (88,819) (357) (89,176)
Foreign currency translation adjustment 45,290 182 45,472
Balance at Mar. 31, 2023 $ 15,655 11,061,233 (135,536) (4,593,223) 108,076 6,456,205
Balance, shares at Mar. 31, 2023 15,655,038          
Balance at Dec. 31, 2022 $ 15,655 11,061,233 (180,826) (4,504,404) 108,251 6,499,909
Balance, shares at Dec. 31, 2022 15,655,038          
Net income (loss)           (534,005)
Foreign currency translation adjustment           (376,961)
Balance at Jun. 30, 2023 $ 15,655 11,061,233 (516,590) (4,980,048) 8,693 5,588,943
Balance, shares at Jun. 30, 2023 15,655,038          
Balance at Mar. 31, 2023 $ 15,655 11,061,233 (135,536) (4,593,223) 108,076 6,456,205
Balance, shares at Mar. 31, 2023 15,655,038          
Net income (loss) (386,825) (58,004) (444,829)
Foreign currency translation adjustment (381,054) (41,379) (422,433)
Balance at Jun. 30, 2023 $ 15,655 $ 11,061,233 $ (516,590) $ (4,980,048) $ 8,693 $ 5,588,943
Balance, shares at Jun. 30, 2023 15,655,038          
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities    
Net income (loss) $ (534,005) $ 964,942
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Depreciation and amortization expense 124,680 433,417
Non-cash lease expense 91,369 85,628
Allowance for credit losses 960,144
Loss on disposal of intangible asset 1,855
Changes in operating assets and liabilities    
Accounts receivable, net (896,403) (185,856)
Inventories 68,723 (64,826)
Prepayments and other current assets, net 232 (385,553)
Due from related parties 25,887
Deposits paid, net (12,080) (583,325)
Accounts payable 32,763 (37,455)
Due to related parties 111,324 (122,702)
Customer advances (17,538) (110,633)
Accrued liabilities 74,167 56,060
Income tax payable (17,871) 19,354
Operating lease obligations (73,176) (77,497)
Net cash provided by (used in) operating activities (85,816) 17,441
Cash flows from investing activities    
Acquisition of property and equipment (4,786)
Acquisition of intangible asset (702)
Net cash used in investing activities (5,488)
Cash flows from financing activities    
Borrowings from and repayments to revolving credit lines, net 7,224 148,606
Borrowings from bank loans 113,418 10,352
Borrowings from a third party 24,154
Repayments to related parties (154,510)
Repayments to bank loans (58,299) (11,763)
Repayments to a third party (19,541) (66,379)
Net cash provided by (used in) financing activities 42,802 (49,540)
Effect of exchange rate changes on cash and cash equivalents (41,233) (5,738)
Net changes in cash and cash equivalents (89,735) (37,837)
Cash and cash equivalents–beginning of the period 165,685 123,163
Cash and cash equivalents–end of the period 75,950 85,326
Supplementary cash flow information:    
Interest paid 18,378 10,191
Income taxes paid 152,140 86,546
Non-cash investing and financing activities    
Expenses paid by related parties on behalf of the Company 38,627
Operating lease right-of-use assets obtained in exchange for operating lease obligations 39,797
Liabilities assumed in connection with purchase of property and equipment $ 28,234
v3.23.2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Fortune Valley Treasures, Inc. (formerly Crypto-Services, Inc.) (“FVTI” or the “Company”) was incorporated in the State of Nevada on March 21, 2014. The Company’s current primary business operations of wholesale distribution and retail sales of alcoholic beverages of wine and distilled liquors, and drinking water distribution and delivery are conducted through its subsidiaries in the People’s Republic of China (“PRC”).

 

On April 11, 2018, the Company entered into a share exchange agreement by and among DaXingHuaShang Investment Group Limited (“DIGLS”) and its shareholders: 1.) Yumin Lin, 2.) Gaosheng Group Co., Ltd. and 3.) China Kaipeng Group Co., Ltd. whereby the Company newly issued 15,000,000 shares of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for as a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and DIGLS, the legal acquiree, is the accounting acquirer; accordingly, the Company’s historical statement of stockholders’ equity has been retroactively restated to the first period presented.

 

On March 1, 2019, the Company entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the shares of Jiujiu Group Stock Co., Ltd. (“JJGS”), a company incorporated under the laws of the Republic of Seychelles. The transaction closed on March 1, 2019. Pursuant to the SP Agreement, the Company issued 5 shares of its common stock to JJGS to acquire 100% of the shares of JJGS for a cost of $150. After the closing, JJGS became the Company’s wholly owned subsidiary. JJGS owns all of the equity interest of Jiujiu (HK) Industry Limited (“JJHK”) and Jiujiu (Shenzhen) Industry Co., Ltd. (“JJSZ”). JJGS, JJHK and JJSZ did not have any material assets or liabilities as of December 31, 2019, and they did not have any substantial operations or active business during the year ended December 31, 2019.

 

On June 22, 2020, the Company entered into a sale and purchase agreement along with Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd., a company incorporated in China and a wholly-owned subsidiary of FVTI (“QHDX”), to acquire 90% of the shares of Dongguan Xixingdao Technology Co., Ltd. (“Xixingdao”), a company incorporated in the PRC, from certain shareholders of Xixingdao in exchange for 243,134 shares of the Company’s common stock. The Company obtained the control of Xixingdao on August 31, 2020, the shares were issued on December 28, 2020. Xixingdao became the Company’s subsidiary since August 31, 2020.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. In the opinion of management, all adjustments consisting of normal recurring entries considered necessary for a fair presentation have been included. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. The condensed consolidated balance sheet information as of December 31, 2022 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “report”). These unaudited condensed consolidated financial statements should be read in conjunction with the report.

 

Basis of consolidation

 

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interests in subsidiaries is reflected in the unaudited condensed consolidated statements of operations.

 

 

As of June 30, 2023, details of the Company’s major subsidiaries were as follows:

 

Entity Name  

Date of

Incorporation

 

Parent

Entity

  Nature of Operation  

Place of

Incorporation

DIGLS   July 4, 2016   FVTI   Investment holding   Republic of Seychelles
DILHK   June 22, 2016   DIGLS   Investment holding   Hong Kong, PRC
QHDX   November 3, 2016   DILHK   Investment holding   PRC
FVTL   May 31, 2011   QHDX   Trading of food and platform   PRC
JJGS   August 17, 2017   FVTI   Investment holding   Republic of Seychelles
JJHK   August 24, 2017   JJGS   Investment holding   Hong Kong, PRC
JJSZ   November 16, 2018   JJHK   Trading of food   PRC
Xixingdao   August 28, 2019   QHDX   Drinking water distribution and delivery   PRC
Dongguan City Fu La Tu Trade Ltd (“FLTT”)   September 27, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Gu Trade Ltd (“FXGT”)   December 2, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Technology Ltd (“FXTL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Guan Healthy Industry Technology Ltd (“FGHL”)   December 21, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Jing Technology Ltd (“FJTL”)   November 17, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xiang Technology Ltd (“FGTL”)   November 16, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”)   November 9, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Lai Food Ltd (“FLFL”)   September 27, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Yi Beverage Ltd (“FYBL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xi Drinking Water Company Ltd (“FXWL”)   March 17, 2021   Xixingdao   Drinking water distribution and delivery, sales of alcoholic beverages and water purifier   PRC
Dongguan City Fu Jia Drinking Water Company Ltd (“FJWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Sheng Drinking Water Company Ltd (“FSWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Shenzhen Fu Jin Trading Technology Company Ltd (“FJSTL”)   June 7, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Li Trading Ltd (“FLTL”)   September 10, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)   September 13, 2021   QHDX   Trading of alcoholic beverages   PRC
Dongguan City Fu Zhi Gu Trading Ltd (“FZGTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Chang Fu Trading Ltd (“CFTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City La Tong Trading Ltd (“LTTL”)   August 8, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Kai Fu Trading Ltd (“KFTL”)   September 8, 2022   FVTL   Trading of alcoholic beverages   PRC

 

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to going concern, allowance of credit losses, allowance of deferred tax asset and uncertain tax position, implicit interest rate of operating leases, useful lives and impairment of long-lived assets, and impairment of goodwill. Actual results may differ from these estimates.

 

Foreign currency translation and re-measurement

 

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

 

The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, DIGLS, DILHK, JJGS and JJHK’s functional currency is the U.S. dollar; QHDX, JJSZ and their subsidiaries which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency.

 

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

 

  Monetary assets and liabilities at exchange rates in effect at the end of each period
  Nonmonetary assets and liabilities at historical rates
  Revenue and expense items at the average rate of exchange prevailing during the period

 

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

 

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

 

  Assets and liabilities at the rate of exchange in effect at the balance sheet date
  Equities at the historical rate
  Revenue and expense items at the average rate of exchange prevailing during the period

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

   2023   2022 
   As of and for the
six months ended June 30,
 
   2023   2022 
Period-end RMB:US$1 exchange rate   0.13880    0.14927 
Period-average RMB:US$1 exchange rate   0.14448    0.15451 

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 

Impairment of long-lived assets other than goodwill

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

 

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

The Company did not recognize any impairment of long-lived assets during the six months ended June 30, 2023 and 2022.

 

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. The Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.

 

During the six months ended June 30, 2023 and 2022, the Company did not record any impairment of goodwill.

 

 

Revenue recognition

 

The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

 

  1. Identify the contract(s) with a customer;
  2. Identify the performance obligations in the contract;
  3. Determine the transaction price;
  4. Allocate the transaction price to the performance obligations in the contract; and
  5. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

 

We generate revenue primarily from the sales of liquor, water, water purifier and other products directly to agents, wholesalers and end users, with majority of sales transactions were conducted offline. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or delivered to our customers. We account for shipping and handling fees as a fulfillment cost.

 

The following table provides information about disaggregated revenue based on revenue by product types:

 

   2023   2022   2023   2022 
   Three months ended
June 30,
   Six months ended
June 30,
 
   2023   2022   2023   2022 
Sales of liquor  $878,952   $1,203,484   $1,782,672   $1,833,946 
Sales of water   213,582    808,648    633,202    1,338,092 
Sales of water purifier   114,714    310,807    367,837    395,548 
Others   65,349    13,520    124,175    30,683 
Total  $1,272,597   $2,336,459   $2,907,886   $3,598,269 

 

Contract liabilities

 

Contract liabilities consist mainly of customer advances. On certain occasions, the Company may receive prepayments from downstream retailers or wholesales customers for liquors, water and other products prior to them taking possession of the Company’s products. The Company records these receipts as customer advances until the control of the products has been transferred the customers. As of June 30, 2023 and December 31, 2022, the Company had customer advances of $116,769 and $139,334, respectively. During the six months ended June 30, 2023, the Company recognized $24,707 of customer advances in the opening balance.

 

Related party transaction

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Recently adopted accounting pronouncements

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 was further amended in November 2020 by ASU No. 2020-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC Topic 326, Financial Instruments – Credit Losses is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is expected to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2021-08 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

 

 

v3.23.2
ACCOUNTS RECEIVABLE, NET
6 Months Ended
Jun. 30, 2023
Credit Loss [Abstract]  
ACCOUNTS RECEIVABLE, NET

NOTE 2 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022:

SCHEDULE OF ACCOUNTS RECEIVABLE

   June 30,
2023
   December 31,
2022
 
Accounts receivable (including $73,096 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively)  $5,461,870   $4,797,564 
Less: Doubtful allowance (including $724 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively)   (360,149)   - 
Accounts receivable, net  $5,101,721   $4,797,564 

 

Allowance for doubtful accounts movement is as follows:

 

   June 30,
2023
   December 31,
2022
 
Beginning balance  $-   $- 
Additions to allowance   374,894    - 
Foreign currency translation adjustment   (14,745)   - 
Ending balance  $360,149   $- 

 

v3.23.2
PREPAYMENTS AND OTHER CURRENT ASSETS, NET
6 Months Ended
Jun. 30, 2023
Prepayments And Other Current Assets Net  
PREPAYMENTS AND OTHER CURRENT ASSETS, NET

NOTE 3 – PREPAYMENTS AND OTHER CURRENT ASSETS, NET

 

Prepayments and other current assets consisted of the following as of June 30, 2023 and December 31, 2022:

  

June 30,

2023

  

December 31,

2022

 
Prepayments (including $2,394,062 and $2,255,288 to related parties as of June 30, 2023 and December 31, 2022, respectively)  $2,875,927   $3,001,866 
Other current assets   6,995    4,631 
Total prepayments and other current assets   2,882,922    3,006,497 
Less: Allowance for doubtful accounts (including $1,231,440 and $1,152,427 to related parties as of June 30, 2023 and December 31, 2022, respectively)   (1,345,283)   (1,247,580)
Prepayments and other current assets, net  $1,537,639   $1,758,917 

 

Balance of prepayments represented the advanced payments to suppliers including related party suppliers.

 

Allowance for doubtful accounts movements is as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Beginning balance  $1,247,580   $- 
Additions to allowance   154,985    1,284,005 
Foreign currency translation adjustment   (57,282)   (36,425)
Ending balance  $1,345,283   $1,247,580 

 

v3.23.2
DEPOSITS PAID, NET
6 Months Ended
Jun. 30, 2023
Deposits Paid Net  
DEPOSITS PAID, NET

NOTE 4 – DEPOSITS PAID, NET

 

Deposits paid consisted of the following as of June 30, 2023 and December 31, 2022:

 

  

June 30,

2023

  

December 31,

2022

 
Deposits paid (including $1,573,209 and $1,628,511 to related parties as of June 30, 2023 and December 31, 2022, respectively)  $2,280,196   $2,365,652 
Less: Allowance for doubtful accounts (including $999,625 and $870,066 to related parties as of June 30, 2023 and December 31, 2022, respectively)   (1,606,635)   (1,244,350)
Deposits paid, net  $673,561   $1,121,302 

 

Allowance for doubtful accounts movement is as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Beginning balance  $1,244,350   $- 
Additions to allowance   430,265    1,280,681 
Foreign currency translation adjustment   (67,980)   (36,331)
Ending balance  $1,606,635   $1,244,350 

 

v3.23.2
PROPERTY AND EQUIPMENT, NET
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET

NOTE 5 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following as of June 30, 2023 and December 31, 2022:

 

  

June 30,

2023

  

December 31,

2022

 
Office equipment  $116,520   $116,520 
Leasehold improvement   126,386    126,386 
Vehicle   31,910    - 
Property and equipment   274,816    242,906 
Less: Accumulated depreciation   (162,355)   (145,016)
Property and equipment, net  $112,461   $97,890 

 

Depreciation expense, which was included in general and administrative expenses, for the six months ended June 30, 2023 and 2022 was $18,046 and $15,647, respectively.

 

 

v3.23.2
INTANGIBLE ASSETS, NET
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS, NET

NOTE 6 – INTANGIBLE ASSETS, NET

 

Intangible assets and related accumulated amortization were as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Distribution channel  $2,989,709   $3,117,635 
Others   25,553    27,809 
Total intangible assets   3,015,262    3,145,444 
Less: Accumulated amortization   (1,850,517)   (1,822,875)
Less: Accumulated impairment   (912,597)   (951,643)
Intangible assets, net  $252,148   $370,926 

 

Amortization expense for the six months ended June 30, 2023 and 2022 was $106,634 and $417,770, respectively, included in cost of revenues and general and administrative expenses.

 

As of June 30, 2023, the future estimated amortization costs for intangible assets are as follows:

 

      
Year ending December 31,     
2023 (remaining)  $102,773 
2024   138,256 
2025   5,010 
2026   5,010 
2027   1,099 
Total  $252,148 

 

v3.23.2
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 7 - RELATED PARTY TRANSACTIONS

 

Amounts due to related parties as of June 30, 2023 and December 31, 2022 are as follows:

 

     

June 30,

2023

  

December 31,

2022

 
Mr. Yumin Lin  President, Chief Executive Officer, Secretary, Director and majority shareholder  $517,426   $389,051 
Ms. Xiulan Zhou  Manager of a subsidiary, Mr. Yumin Lin’s wife   1,287    508 
Mr. Huagen Li  Manager of a subsidiary   2,221    2,316 
Mr. Guodong Jia  Manager of a subsidiary   4,462    2,342 
Mr. Hongwei Ye  Manager of a subsidiary, Shareholder   15    16 
Mr. Anping Chen  Manager of a subsidiary   5,424    1,290 
Mr. Jiangwei Jia  Manager of a subsidiary   6,497    3,678 
Mr. Yuwen Li  Vice President   69,925    64,924 
Ms. Lihua Li  Manager of a subsidiary   3,376    - 
Shenzhen DaXingHuaShang Industrial Group Ltd. (fka Shenzhen DaXingHuaShang Industry Development Ltd.)  Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industrial Group Ltd.   83,279    86,842 
Ms. Chunxiang Zhang  Manager of a subsidiary   3,168    998 
Mr. Meng Xue  Manager of a subsidiary   7,359    5,449 
Ms. Shuqin Chen  Manager of a subsidiary   5,400    1,358 
Mr. Zhipeng Zuo  Manager of a subsidiary   16,762    59 
Mr. Deqin Ke  Manager of a subsidiary   -    724 
Mr. Aisheng Zhang  Manager of a subsidiary   15,982    2,320 
Mr. Zhihua Liao  Manager of a subsidiary   5,960    3,800 
      $748,543   $565,675 

 

 

Revenues generated from related parties during the six months ended June 30, 2023 and 2022 are as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Mr. Kaihong Lin  Chief Financial Officer and Treasurer  $278   $652 
Mr. Yumin Lin  President, Chief Executive Officer, Secretary, Director and majority shareholder   -    438 
Mr. Zihao Ye  Manager of a subsidiary   -    262 
Ms. Xiulan Zhou  Manager of a subsidiary, Mr. Yumin Lin’s wife   14    - 
Dongguan Huanhai Trading Co., Ltd.  Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan Huanhai Trading Co., Ltd.   10,886    13,553 
Guangdong Yuexin Jiaotong Construction Co., Ltd.  Mr. Naiyong Luo, a manager of a subsidiary, is the controlling shareholder of Guangdong Yuexin Jiaotong Construction Co., Ltd.   10,578    7,581 
Dongguan City Hualianguan Chemical Co., Ltd.  Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan City Hualianguan Chemical Co., Ltd.   14,808    19,009 
Dongguan Humen Shuiyan Drinking Water Store  Ms. Shuiyan Li, a shareholder of the Company, is the controlling shareholder of Dongguan Humen Shuiyan Drinking Water Store   33,034    - 
Revenues generated from related parties     $69,598   $41,495 

 

Cost of revenues from related parties during the six months ended June 30, 2023 and 2022 is as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Dongguan Baxi Food Distribution Co., Ltd.  Significantly influenced by the Company  $57,509   $15,899 
Dongguan Dalingshan Xinwenhua Drinking Water Store  Significantly influenced by the Company   23,614    43,759 
Dongguan Pengqin Drinking Water Co., Ltd.  Significantly influenced by the Company   23,433    33,836 
Dongguan Dengqinghu Drinking Water Store  Significantly influenced by the Company   2,934    1,475 
Dongguan Tailai Trading Co., Ltd.  Significantly influenced by the Company   52,324    34,519 
Dongguan Anxiang Technology Co., Ltd.  Significantly influenced by the Company   56,704    64,639 
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.  Significantly influenced by the Company   90,355    64,565 
Dongguan Dalingshan Runxin Drinking Water Store  Significantly influenced by the Company   11,473    16,312 
Dongguan City Yijia Trading Co., Ltd.  Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.   43,750    111,376 
Cost of revenues from related parties     $362,096   $386,380 

 

Purchases from related parties during the six months ended June 30, 2023 and 2022 are as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Dongguan Baxi Food Distribution Co., Ltd.  Significantly influenced by the Company  $61,259   $19,406 
Dongguan Dalingshan Xinwenhua Drinking Water Store  Significantly influenced by the Company   25,221    56,842 
Dongguan Pengqin Drinking Water Co., Ltd.  Significantly influenced by the Company   25,416    37,266 
Dongguan Dengqinghu Drinking Water Store  Significantly influenced by the Company   3,124    1,659 
Dongguan Tailai Trading Co., Ltd.  Significantly influenced by the Company   55,999    33,634 
Dongguan Anxiang Technology Co., Ltd.  Significantly influenced by the Company   56,965    66,220 
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.  Significantly influenced by the Company   90,430    69,407 
Dongguan Dalingshan Runxin Drinking Water Store  Significantly influenced by the Company   12,522    16,374 
Dongguan City Yijia Trading Co., Ltd.  Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.   43,750    48,579 
Purchase from related party     $374,686   $349,387 

 

Due to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due on demand.

 

Mr. Yuwen Li, the Vice President of the Company, authorized the Company to use trademarks that were owned by him for ten years from October 5, 2019 to October 4, 2029 at no cost.

 

Also see Note 2, 3, 4, 9 and 10 for more transactions with related parties.

 

 

v3.23.2
INCOME TAXES
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 8 - INCOME TAXES

 

United States of America

 

The Company is registered in the State of Nevada and is subject to United States of America tax law. The U.S. federal income tax rate is 21%.

 

Seychelles

 

Under the current laws of the Seychelles, DIGLS and JJGS are registered as an international business company governed by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

 

Hong Kong

 

From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately $255,112), and 16.5% on any part of assessable profits over HK$2,000,000. For the six months ended June 30, 2023 and 2022, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the periods reported.

 

The PRC

 

The Company’s subsidiaries are incorporated in the PRC, and are subject to the PRC Enterprise Income Tax Laws (“EIT Laws”) with the statutory income tax rate of 25% with the following exceptions.

 

On April 2, 2021, the State Taxation Administration issued the notice of the Ministry of Finance and the State Administration of Taxation (“MOF and SAT”) [2021] No.12 to provide an enterprise income tax rate of 2.5% on small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000, approximately $142,209, from January 1, 2021 to December 31, 2022. MOF and SAT [2022] No.13 also provides an enterprise income tax rate of 5% on small-scale and low-profit enterprises whose annual taxable income is more than RMB1,000,000, approximately $144,482, but less than RMB3,000,000, approximately $433,445, from January 1, 2022 to December 31, 2024. The qualifications of small-scale and low-profit enterprises were examined annually by the Tax Bureau. All of the Company’s PRC subsidiaries met the criteria of small-scale and low-profit enterprises, except for Xixingdao, FVT Supply Chain and FLTT.

 

The components of the income tax provision are as follows:

 

         
   Six months ended June 30, 
   2023   2022 
Current:          
– United States of America  $41,444   $45,562 
– Seychelles   -    - 
– Hong Kong   -    - 
– The PRC   55,058    58,359 
Current income tax expense          
Deferred          
– United States of America   -    - 
– Seychelles   -    - 
– Hong Kong   -    - 
– The PRC   -    - 
Total  $96,502   $103,921 

 

The effective tax rate was -22.1% and 9.7% for the six months ended June 30, 2023 and 2022, respectively.

 

 

v3.23.2
OPERATING LEASES
6 Months Ended
Jun. 30, 2023
Operating Leases  
OPERATING LEASES

NOTE 9 - OPERATING LEASES

 

As of June 30, 2023, the Company has nineteen separate operating lease agreements for three office spaces, one warehouse and fifteen stores in PRC with remaining lease terms of from 1 month to 46 months.

 

Two of the leases described above were entered with related parties. The operating lease entered with Ms. Qingmei Lin, a related party, is for the premises in Dongguan City, PRC. The agreement covers the period from January 1, 2019 to April 30, 2027 with the monthly rent expense of RMB10,000 (approximately $1,445). The operating lease agreement entered with Mr. Hongwei Ye, another related party, is for the premises in Dongguan City, PRC. The agreement covers the period from September 27, 2020 to September 30, 2023 with the monthly rent expense of RMB960 (approximately $138).

 

The components of lease expense and supplemental cash flow information related to leases for the six months ended June 30, 2023 and 2022 are as follows:

 

         
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations)  Six months ended
June 30,
 
   2023   2022 
         
Related parties  $9,501   $11,347 
Non-related parties   63,683    74,009 
Total  $73,184   $85,356 

 

Other information for the six months ended  June 30,
2023
   June 30,
2022
 
Cash paid for amounts included in the measurement of lease obligations  $77,612   $78,215 
Weighted average remaining lease term (in years)   2.72    3.55 
Weighted average discount rate   3.23%   3.23%

 

Maturities of the Company’s lease obligations as of June 30, 2023 are as follows:

 

Year ending December 31,     
2023 (remaining)  $65,998 
2024   121,342 
2025   103,943 
2026   40,951 
2027   5,552 
Total lease payment   337,786 
Less: Imputed interest   (11,701)
Operating lease obligations  $326,085 

 

v3.23.2
BANK AND OTHER BORROWINGS
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
BANK AND OTHER BORROWINGS

NOTE 10 – BANK AND OTHER BORROWINGS

 

In August 2020, the Company obtained a revolving credit line in the principal amount of RMB910,000 (approximately $139,000 when borrowed) from China Construction Bank, which bears interest at 4.10%. The credit line is guaranteed by Xiulan Zhou, a related party, and pledged by her property. The maturity date is on August 7, 2023.

 

In November 2021, the Company obtained a bank loan in the principal amount of RMB500,000 (approximately $79,000 when borrowed) from Shenzhen Qianhai Webank Co., Ltd. (“WeBank”), which bears interest at 3.6%. The maturity date is on December 11, 2021. On December 11, 2021, the Company and WeBank agreed to extend the maturity date of the loan to December 21, 2023 and increase the principal amount to RMB500,750 (approximately $79,000 when borrowed) reflecting the accrued interest. The loan is guaranteed by Yumin Lin and bears interest at 10.71%.

 

In May 2022, the Company obtained a revolving credit line in the principal amount of RMB1,000,000 (approximately $149,000 when borrowed) from China Construction Bank, which bears interest at 4.45%. The credit line is guaranteed by Xiulan Zhou, a related party. The credit line was fully repaid on the maturity date of May 26, 2023.

 

 

In May 2022, the Company obtained a loan in the principal amount of RMB161,000 (approximately $24,000 when borrowed) from Huaneng Guicheng Trust Co., Ltd. (“Huaneng Guicheng”), which bears interest at 11.34%. The loan is guaranteed by Yumin Lin. The maturity date is on May 21, 2024.

 

In May 2022, the Company obtained a bank loan in the principal amount of RMB69,000 (approximately $10,000 when borrowed) from WeBank, which bears interest at 11.34%. The loan is guaranteed by Yumin Lin. The maturity date is on May 21, 2024.

 

In July 2022, the Company obtained two loans in the principal amount of RMB99,000 (approximately $15,000 when borrowed) and RMB231,000 (approximately $34,000 when borrowed) from WeBank and Guangdong Nanyue Bank Co., Ltd. (“Nanyue Bank”), respectively, which bear interest at 14.4%. The loans are guaranteed by Kaihong Lin. The maturity date is on July 8, 2024.

 

In July 2022, the Company obtained two loans in the principal amount of RMB153,000 (approximately $23,000 when borrowed) and RMB357,000 (approximately $53,000 when borrowed) from WeBank and Nanyue Bank, respectively, which bear interest at 14.4%. The loans are guaranteed by Falan Zhou, a manager of subsidiaries. The maturity date is on July 13, 2024.

 

In July 2022, the Company obtained a loan in the principal amount of RMB380,000 (approximately $57,000 when borrowed) from Huaneng Guicheng, which bears interest at 12.6%. The loan is guaranteed by Yumin Lin. The maturity date is on July 21, 2024.

 

In February 2023, the Company obtained a revolving credit line in the principal amount of RMB465,000 (approximately $68,000 when borrowed) from China Construction Bank, which bears interest at 4.00%. The loan is guaranteed by Shuqin Chen, a related party. The maturity date is on February 11, 2024.

 

In April 2023, the Company obtained two bank loans in the principal amount of RMB224,000 (approximately $31,000 when borrowed) and RMB96,000 (approximately $13,000 when borrowed) from Bank of Ningbo and WeBank, respectively, which bear interest at 12.24%. The loans are guaranteed by Falan Zhou, a manager of subsidiaries. The maturity date is on April 7, 2025.

 

In April 2023, the Company obtained a mortgage loan in the principal amount of RMB195,415 (approximately $27,000 when borrowed) from WeBank, which bears interest at 6.54%. The loan is pledged by a vehicle of the Company. The maturity date is on April 10, 2028.

 

In May 2023, the Company obtained a revolving credit line in the principal amount of RMB1,050,000 (approximately $146,000 when borrowed), with Yumin Lin as a co-borrower, from China Construction Bank, which bears interest at 4.20%. The maturity date is on May 26, 2024.

 

The balance of the loans borrowed as of June 30, 2023 and December 31, 2022 were as follows:

 

   June 30,
2023
   December 31,
2022
 
Loans from a trust in PRC  $38,810   $60,049 
China Construction Bank   336,585    276,447 
WeBank   81,488    77,220 
Guangdong Nanyue Bank   44,207    67,375 
Bank of Ningbo   28,499    - 
Aggregate outstanding principal balances   529,589    481,091 
Less: current portion   483,233    422,653 
Non-current portion  $46,356   $58,438 

 

The total interest expense was $18,256 and $10,689 for the six months ended June 30, 2023 and 2022, respectively.

 

Future minimum loan payments as of June 30, 2023 are as follows:

 

      
Year ending December 31,     
2023 (remaining)  $210,155 
2024   293,951 
2025   12,826 
2026   5,425 
2027   5,425 
Thereafter   1,807 
Total  $529,589 

 

v3.23.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

 

In July 2023, the Company obtained a bank loan in the principal amount of RMB817,000 (approximately $114,000 when borrowed) from China Construction Bank, which bears interest at 3.85% with the maturity date on July 22, 2024.

v3.23.2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. In the opinion of management, all adjustments consisting of normal recurring entries considered necessary for a fair presentation have been included. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. The condensed consolidated balance sheet information as of December 31, 2022 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “report”). These unaudited condensed consolidated financial statements should be read in conjunction with the report.

 

Basis of consolidation

Basis of consolidation

 

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interests in subsidiaries is reflected in the unaudited condensed consolidated statements of operations.

 

 

As of June 30, 2023, details of the Company’s major subsidiaries were as follows:

 

Entity Name  

Date of

Incorporation

 

Parent

Entity

  Nature of Operation  

Place of

Incorporation

DIGLS   July 4, 2016   FVTI   Investment holding   Republic of Seychelles
DILHK   June 22, 2016   DIGLS   Investment holding   Hong Kong, PRC
QHDX   November 3, 2016   DILHK   Investment holding   PRC
FVTL   May 31, 2011   QHDX   Trading of food and platform   PRC
JJGS   August 17, 2017   FVTI   Investment holding   Republic of Seychelles
JJHK   August 24, 2017   JJGS   Investment holding   Hong Kong, PRC
JJSZ   November 16, 2018   JJHK   Trading of food   PRC
Xixingdao   August 28, 2019   QHDX   Drinking water distribution and delivery   PRC
Dongguan City Fu La Tu Trade Ltd (“FLTT”)   September 27, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Gu Trade Ltd (“FXGT”)   December 2, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Technology Ltd (“FXTL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Guan Healthy Industry Technology Ltd (“FGHL”)   December 21, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Jing Technology Ltd (“FJTL”)   November 17, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xiang Technology Ltd (“FGTL”)   November 16, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”)   November 9, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Lai Food Ltd (“FLFL”)   September 27, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Yi Beverage Ltd (“FYBL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xi Drinking Water Company Ltd (“FXWL”)   March 17, 2021   Xixingdao   Drinking water distribution and delivery, sales of alcoholic beverages and water purifier   PRC
Dongguan City Fu Jia Drinking Water Company Ltd (“FJWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Sheng Drinking Water Company Ltd (“FSWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Shenzhen Fu Jin Trading Technology Company Ltd (“FJSTL”)   June 7, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Li Trading Ltd (“FLTL”)   September 10, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)   September 13, 2021   QHDX   Trading of alcoholic beverages   PRC
Dongguan City Fu Zhi Gu Trading Ltd (“FZGTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Chang Fu Trading Ltd (“CFTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City La Tong Trading Ltd (“LTTL”)   August 8, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Kai Fu Trading Ltd (“KFTL”)   September 8, 2022   FVTL   Trading of alcoholic beverages   PRC

 

 

Use of estimates

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to going concern, allowance of credit losses, allowance of deferred tax asset and uncertain tax position, implicit interest rate of operating leases, useful lives and impairment of long-lived assets, and impairment of goodwill. Actual results may differ from these estimates.

 

Foreign currency translation and re-measurement

Foreign currency translation and re-measurement

 

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

 

The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, DIGLS, DILHK, JJGS and JJHK’s functional currency is the U.S. dollar; QHDX, JJSZ and their subsidiaries which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency.

 

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

 

  Monetary assets and liabilities at exchange rates in effect at the end of each period
  Nonmonetary assets and liabilities at historical rates
  Revenue and expense items at the average rate of exchange prevailing during the period

 

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

 

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

 

  Assets and liabilities at the rate of exchange in effect at the balance sheet date
  Equities at the historical rate
  Revenue and expense items at the average rate of exchange prevailing during the period

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

   2023   2022 
   As of and for the
six months ended June 30,
 
   2023   2022 
Period-end RMB:US$1 exchange rate   0.13880    0.14927 
Period-average RMB:US$1 exchange rate   0.14448    0.15451 

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 

Impairment of long-lived assets other than goodwill

Impairment of long-lived assets other than goodwill

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

 

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

The Company did not recognize any impairment of long-lived assets during the six months ended June 30, 2023 and 2022.

 

Goodwill

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. The Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.

 

During the six months ended June 30, 2023 and 2022, the Company did not record any impairment of goodwill.

 

 

Revenue recognition

Revenue recognition

 

The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

 

  1. Identify the contract(s) with a customer;
  2. Identify the performance obligations in the contract;
  3. Determine the transaction price;
  4. Allocate the transaction price to the performance obligations in the contract; and
  5. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

 

We generate revenue primarily from the sales of liquor, water, water purifier and other products directly to agents, wholesalers and end users, with majority of sales transactions were conducted offline. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or delivered to our customers. We account for shipping and handling fees as a fulfillment cost.

 

The following table provides information about disaggregated revenue based on revenue by product types:

 

   2023   2022   2023   2022 
   Three months ended
June 30,
   Six months ended
June 30,
 
   2023   2022   2023   2022 
Sales of liquor  $878,952   $1,203,484   $1,782,672   $1,833,946 
Sales of water   213,582    808,648    633,202    1,338,092 
Sales of water purifier   114,714    310,807    367,837    395,548 
Others   65,349    13,520    124,175    30,683 
Total  $1,272,597   $2,336,459   $2,907,886   $3,598,269 

 

Contract liabilities

Contract liabilities

 

Contract liabilities consist mainly of customer advances. On certain occasions, the Company may receive prepayments from downstream retailers or wholesales customers for liquors, water and other products prior to them taking possession of the Company’s products. The Company records these receipts as customer advances until the control of the products has been transferred the customers. As of June 30, 2023 and December 31, 2022, the Company had customer advances of $116,769 and $139,334, respectively. During the six months ended June 30, 2023, the Company recognized $24,707 of customer advances in the opening balance.

 

Related party transaction

Related party transaction

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Recently adopted accounting pronouncements

Recently adopted accounting pronouncements

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 was further amended in November 2020 by ASU No. 2020-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC Topic 326, Financial Instruments – Credit Losses is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is expected to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2021-08 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

v3.23.2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF ENTITIES AND ITS SUBSIDIARIES

As of June 30, 2023, details of the Company’s major subsidiaries were as follows:

 

Entity Name  

Date of

Incorporation

 

Parent

Entity

  Nature of Operation  

Place of

Incorporation

DIGLS   July 4, 2016   FVTI   Investment holding   Republic of Seychelles
DILHK   June 22, 2016   DIGLS   Investment holding   Hong Kong, PRC
QHDX   November 3, 2016   DILHK   Investment holding   PRC
FVTL   May 31, 2011   QHDX   Trading of food and platform   PRC
JJGS   August 17, 2017   FVTI   Investment holding   Republic of Seychelles
JJHK   August 24, 2017   JJGS   Investment holding   Hong Kong, PRC
JJSZ   November 16, 2018   JJHK   Trading of food   PRC
Xixingdao   August 28, 2019   QHDX   Drinking water distribution and delivery   PRC
Dongguan City Fu La Tu Trade Ltd (“FLTT”)   September 27, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Gu Trade Ltd (“FXGT”)   December 2, 2020   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Fu Xin Technology Ltd (“FXTL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Guan Healthy Industry Technology Ltd (“FGHL”)   December 21, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Jing Technology Ltd (“FJTL”)   November 17, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xiang Technology Ltd (“FGTL”)   November 16, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”)   November 9, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Lai Food Ltd (“FLFL”)   September 27, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Yi Beverage Ltd (“FYBL”)   November 12, 2020   Xixingdao   Drinking water distribution and delivery   PRC
Dongguan City Fu Xi Drinking Water Company Ltd (“FXWL”)   March 17, 2021   Xixingdao   Drinking water distribution and delivery, sales of alcoholic beverages and water purifier   PRC
Dongguan City Fu Jia Drinking Water Company Ltd (“FJWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Sheng Drinking Water Company Ltd (“FSWL”)   March 29, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Shenzhen Fu Jin Trading Technology Company Ltd (“FJSTL”)   June 7, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Dongguan City Fu Li Trading Ltd (“FLTL”)   September 10, 2021   Xixingdao   Drinking water distribution and delivery, sales of water purifier   PRC
Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)   September 13, 2021   QHDX   Trading of alcoholic beverages   PRC
Dongguan City Fu Zhi Gu Trading Ltd (“FZGTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Chang Fu Trading Ltd (“CFTL”)   September 9, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City La Tong Trading Ltd (“LTTL”)   August 8, 2022   FVTL   Trading of alcoholic beverages   PRC
Dongguan City Kai Fu Trading Ltd (“KFTL”)   September 8, 2022   FVTL   Trading of alcoholic beverages   PRC

 

SCHEDULE OF FOREIGN CURRENCY EXCHANGE RATE TRANSLATION

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

   2023   2022 
   As of and for the
six months ended June 30,
 
   2023   2022 
Period-end RMB:US$1 exchange rate   0.13880    0.14927 
Period-average RMB:US$1 exchange rate   0.14448    0.15451 
SCHEDULE OF DISAGGREGATION REVENUE

The following table provides information about disaggregated revenue based on revenue by product types:

 

   2023   2022   2023   2022 
   Three months ended
June 30,
   Six months ended
June 30,
 
   2023   2022   2023   2022 
Sales of liquor  $878,952   $1,203,484   $1,782,672   $1,833,946 
Sales of water   213,582    808,648    633,202    1,338,092 
Sales of water purifier   114,714    310,807    367,837    395,548 
Others   65,349    13,520    124,175    30,683 
Total  $1,272,597   $2,336,459   $2,907,886   $3,598,269 
v3.23.2
ACCOUNTS RECEIVABLE, NET (Tables)
6 Months Ended
Jun. 30, 2023
Credit Loss [Abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022:

SCHEDULE OF ACCOUNTS RECEIVABLE

   June 30,
2023
   December 31,
2022
 
Accounts receivable (including $73,096 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively)  $5,461,870   $4,797,564 
Less: Doubtful allowance (including $724 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively)   (360,149)   - 
Accounts receivable, net  $5,101,721   $4,797,564 
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

Allowance for doubtful accounts movement is as follows:

 

   June 30,
2023
   December 31,
2022
 
Beginning balance  $-   $- 
Additions to allowance   374,894    - 
Foreign currency translation adjustment   (14,745)   - 
Ending balance  $360,149   $- 

v3.23.2
PREPAYMENTS AND OTHER CURRENT ASSETS, NET (Tables)
6 Months Ended
Jun. 30, 2023
Prepayments And Other Current Assets Net  
SCHEDULE OF PREPAYMENT AND OTHER CURRENT ASSETS

Prepayments and other current assets consisted of the following as of June 30, 2023 and December 31, 2022:

  

June 30,

2023

  

December 31,

2022

 
Prepayments (including $2,394,062 and $2,255,288 to related parties as of June 30, 2023 and December 31, 2022, respectively)  $2,875,927   $3,001,866 
Other current assets   6,995    4,631 
Total prepayments and other current assets   2,882,922    3,006,497 
Less: Allowance for doubtful accounts (including $1,231,440 and $1,152,427 to related parties as of June 30, 2023 and December 31, 2022, respectively)   (1,345,283)   (1,247,580)
Prepayments and other current assets, net  $1,537,639   $1,758,917 
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

Allowance for doubtful accounts movements is as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Beginning balance  $1,247,580   $- 
Additions to allowance   154,985    1,284,005 
Foreign currency translation adjustment   (57,282)   (36,425)
Ending balance  $1,345,283   $1,247,580 
v3.23.2
DEPOSITS PAID, NET (Tables)
6 Months Ended
Jun. 30, 2023
Deposits Paid Net  
SCHEDULE OF DEPOSITS PAID

Deposits paid consisted of the following as of June 30, 2023 and December 31, 2022:

 

  

June 30,

2023

  

December 31,

2022

 
Deposits paid (including $1,573,209 and $1,628,511 to related parties as of June 30, 2023 and December 31, 2022, respectively)  $2,280,196   $2,365,652 
Less: Allowance for doubtful accounts (including $999,625 and $870,066 to related parties as of June 30, 2023 and December 31, 2022, respectively)   (1,606,635)   (1,244,350)
Deposits paid, net  $673,561   $1,121,302 
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS OF DEPOSITS PAID

Allowance for doubtful accounts movement is as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Beginning balance  $1,244,350   $- 
Additions to allowance   430,265    1,280,681 
Foreign currency translation adjustment   (67,980)   (36,331)
Ending balance  $1,606,635   $1,244,350 
v3.23.2
PROPERTY AND EQUIPMENT, NET (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of June 30, 2023 and December 31, 2022:

 

  

June 30,

2023

  

December 31,

2022

 
Office equipment  $116,520   $116,520 
Leasehold improvement   126,386    126,386 
Vehicle   31,910    - 
Property and equipment   274,816    242,906 
Less: Accumulated depreciation   (162,355)   (145,016)
Property and equipment, net  $112,461   $97,890 
v3.23.2
INTANGIBLE ASSETS, NET (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSETS

Intangible assets and related accumulated amortization were as follows:

 

  

June 30,

2023

  

December 31,

2022

 
Distribution channel  $2,989,709   $3,117,635 
Others   25,553    27,809 
Total intangible assets   3,015,262    3,145,444 
Less: Accumulated amortization   (1,850,517)   (1,822,875)
Less: Accumulated impairment   (912,597)   (951,643)
Intangible assets, net  $252,148   $370,926 
SCHEDULE OF FUTURE AMORTIZATION EXPENSES FOR DISTRIBUTION CHANNELS

As of June 30, 2023, the future estimated amortization costs for intangible assets are as follows:

 

      
Year ending December 31,     
2023 (remaining)  $102,773 
2024   138,256 
2025   5,010 
2026   5,010 
2027   1,099 
Total  $252,148 
v3.23.2
RELATED PARTY TRANSACTIONS (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF AMOUNT DUE FROM AND DUE TO RELATED PARTIES

Amounts due to related parties as of June 30, 2023 and December 31, 2022 are as follows:

 

     

June 30,

2023

  

December 31,

2022

 
Mr. Yumin Lin  President, Chief Executive Officer, Secretary, Director and majority shareholder  $517,426   $389,051 
Ms. Xiulan Zhou  Manager of a subsidiary, Mr. Yumin Lin’s wife   1,287    508 
Mr. Huagen Li  Manager of a subsidiary   2,221    2,316 
Mr. Guodong Jia  Manager of a subsidiary   4,462    2,342 
Mr. Hongwei Ye  Manager of a subsidiary, Shareholder   15    16 
Mr. Anping Chen  Manager of a subsidiary   5,424    1,290 
Mr. Jiangwei Jia  Manager of a subsidiary   6,497    3,678 
Mr. Yuwen Li  Vice President   69,925    64,924 
Ms. Lihua Li  Manager of a subsidiary   3,376    - 
Shenzhen DaXingHuaShang Industrial Group Ltd. (fka Shenzhen DaXingHuaShang Industry Development Ltd.)  Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industrial Group Ltd.   83,279    86,842 
Ms. Chunxiang Zhang  Manager of a subsidiary   3,168    998 
Mr. Meng Xue  Manager of a subsidiary   7,359    5,449 
Ms. Shuqin Chen  Manager of a subsidiary   5,400    1,358 
Mr. Zhipeng Zuo  Manager of a subsidiary   16,762    59 
Mr. Deqin Ke  Manager of a subsidiary   -    724 
Mr. Aisheng Zhang  Manager of a subsidiary   15,982    2,320 
Mr. Zhihua Liao  Manager of a subsidiary   5,960    3,800 
      $748,543   $565,675 
SCHEDULE OF REVENUE GENERATED FROM RELATED PARTIES

Revenues generated from related parties during the six months ended June 30, 2023 and 2022 are as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Mr. Kaihong Lin  Chief Financial Officer and Treasurer  $278   $652 
Mr. Yumin Lin  President, Chief Executive Officer, Secretary, Director and majority shareholder   -    438 
Mr. Zihao Ye  Manager of a subsidiary   -    262 
Ms. Xiulan Zhou  Manager of a subsidiary, Mr. Yumin Lin’s wife   14    - 
Dongguan Huanhai Trading Co., Ltd.  Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan Huanhai Trading Co., Ltd.   10,886    13,553 
Guangdong Yuexin Jiaotong Construction Co., Ltd.  Mr. Naiyong Luo, a manager of a subsidiary, is the controlling shareholder of Guangdong Yuexin Jiaotong Construction Co., Ltd.   10,578    7,581 
Dongguan City Hualianguan Chemical Co., Ltd.  Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan City Hualianguan Chemical Co., Ltd.   14,808    19,009 
Dongguan Humen Shuiyan Drinking Water Store  Ms. Shuiyan Li, a shareholder of the Company, is the controlling shareholder of Dongguan Humen Shuiyan Drinking Water Store   33,034    - 
Revenues generated from related parties     $69,598   $41,495 
SCHEDULE OF COST OF REVENUES FROM RELATED PARTIES

Cost of revenues from related parties during the six months ended June 30, 2023 and 2022 is as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Dongguan Baxi Food Distribution Co., Ltd.  Significantly influenced by the Company  $57,509   $15,899 
Dongguan Dalingshan Xinwenhua Drinking Water Store  Significantly influenced by the Company   23,614    43,759 
Dongguan Pengqin Drinking Water Co., Ltd.  Significantly influenced by the Company   23,433    33,836 
Dongguan Dengqinghu Drinking Water Store  Significantly influenced by the Company   2,934    1,475 
Dongguan Tailai Trading Co., Ltd.  Significantly influenced by the Company   52,324    34,519 
Dongguan Anxiang Technology Co., Ltd.  Significantly influenced by the Company   56,704    64,639 
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.  Significantly influenced by the Company   90,355    64,565 
Dongguan Dalingshan Runxin Drinking Water Store  Significantly influenced by the Company   11,473    16,312 
Dongguan City Yijia Trading Co., Ltd.  Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.   43,750    111,376 
Cost of revenues from related parties     $362,096   $386,380 
SCHEDULE OF PURCHASES FROM RELATED PARTIES

Purchases from related parties during the six months ended June 30, 2023 and 2022 are as follows:

 

            
      Six months ended
June 30,
 
      2023   2022 
Dongguan Baxi Food Distribution Co., Ltd.  Significantly influenced by the Company  $61,259   $19,406 
Dongguan Dalingshan Xinwenhua Drinking Water Store  Significantly influenced by the Company   25,221    56,842 
Dongguan Pengqin Drinking Water Co., Ltd.  Significantly influenced by the Company   25,416    37,266 
Dongguan Dengqinghu Drinking Water Store  Significantly influenced by the Company   3,124    1,659 
Dongguan Tailai Trading Co., Ltd.  Significantly influenced by the Company   55,999    33,634 
Dongguan Anxiang Technology Co., Ltd.  Significantly influenced by the Company   56,965    66,220 
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.  Significantly influenced by the Company   90,430    69,407 
Dongguan Dalingshan Runxin Drinking Water Store  Significantly influenced by the Company   12,522    16,374 
Dongguan City Yijia Trading Co., Ltd.  Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.   43,750    48,579 
Purchase from related party     $374,686   $349,387 
v3.23.2
INCOME TAXES (Tables)
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION

The components of the income tax provision are as follows:

 

         
   Six months ended June 30, 
   2023   2022 
Current:          
– United States of America  $41,444   $45,562 
– Seychelles   -    - 
– Hong Kong   -    - 
– The PRC   55,058    58,359 
Current income tax expense          
Deferred          
– United States of America   -    - 
– Seychelles   -    - 
– Hong Kong   -    - 
– The PRC   -    - 
Total  $96,502   $103,921 
v3.23.2
OPERATING LEASES (Tables)
6 Months Ended
Jun. 30, 2023
Operating Leases  
SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

The components of lease expense and supplemental cash flow information related to leases for the six months ended June 30, 2023 and 2022 are as follows:

 

         
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations)  Six months ended
June 30,
 
   2023   2022 
         
Related parties  $9,501   $11,347 
Non-related parties   63,683    74,009 
Total  $73,184   $85,356 

 

Other information for the six months ended  June 30,
2023
   June 30,
2022
 
Cash paid for amounts included in the measurement of lease obligations  $77,612   $78,215 
Weighted average remaining lease term (in years)   2.72    3.55 
Weighted average discount rate   3.23%   3.23%
SCHEDULE OF MATURITIES OF LEASE OBLIGATIONS

Maturities of the Company’s lease obligations as of June 30, 2023 are as follows:

 

Year ending December 31,     
2023 (remaining)  $65,998 
2024   121,342 
2025   103,943 
2026   40,951 
2027   5,552 
Total lease payment   337,786 
Less: Imputed interest   (11,701)
Operating lease obligations  $326,085 
v3.23.2
BANK AND OTHER BORROWINGS (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
SCHEDULE OF BALANCE OF LOAN BORROWED UNDER CREDIT LINES

The balance of the loans borrowed as of June 30, 2023 and December 31, 2022 were as follows:

 

   June 30,
2023
   December 31,
2022
 
Loans from a trust in PRC  $38,810   $60,049 
China Construction Bank   336,585    276,447 
WeBank   81,488    77,220 
Guangdong Nanyue Bank   44,207    67,375 
Bank of Ningbo   28,499    - 
Aggregate outstanding principal balances   529,589    481,091 
Less: current portion   483,233    422,653 
Non-current portion  $46,356   $58,438 
SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS

Future minimum loan payments as of June 30, 2023 are as follows:

 

      
Year ending December 31,     
2023 (remaining)  $210,155 
2024   293,951 
2025   12,826 
2026   5,425 
2027   5,425 
Thereafter   1,807 
Total  $529,589 
v3.23.2
SCHEDULE OF ENTITIES AND ITS SUBSIDIARIES (Details)
6 Months Ended
Jun. 30, 2023
DIGLS [Member]  
Entity Name DIGLS
Entity incorporation date Jul. 04, 2016
Nature of operation Investment holding
Country of incorporation Republic of Seychelles
DILHK [Member]  
Entity Name DILHK
Entity incorporation date Jun. 22, 2016
Nature of operation Investment holding
Country of incorporation Hong Kong, PRC
QHDX [Member]  
Entity Name QHDX
Entity incorporation date Nov. 03, 2016
Nature of operation Investment holding
Country of incorporation PRC
FVTL [Member]  
Entity Name FVTL
Entity incorporation date May 31, 2011
Nature of operation Trading of food and platform
Country of incorporation PRC
JJGS [Member]  
Entity Name JJGS
Entity incorporation date Aug. 17, 2017
Nature of operation Investment holding
Country of incorporation Republic of Seychelles
JJHK [Member]  
Entity Name JJHK
Entity incorporation date Aug. 24, 2017
Nature of operation Investment holding
Country of incorporation Hong Kong, PRC
JJSZ [Member]  
Entity Name JJSZ
Entity incorporation date Nov. 16, 2018
Nature of operation Trading of food
Country of incorporation PRC
Xixingdao [Member]  
Entity Name Xixingdao
Entity incorporation date Aug. 28, 2019
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FLTT [Member]  
Entity Name Dongguan City Fu La Tu Trade Ltd (“FLTT”)
Entity incorporation date Sep. 27, 2020
Nature of operation Trading of alcoholic beverages
Country of incorporation PRC
FXGT [Member]  
Entity Name Dongguan City Fu Xin Gu Trade Ltd (“FXGT”)
Entity incorporation date Dec. 02, 2020
Nature of operation Trading of alcoholic beverages
Country of incorporation PRC
FXTL [Member]  
Entity Name Dongguan City Fu Xin Technology Ltd (“FXTL”)
Entity incorporation date Nov. 12, 2020
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FGHL [Member]  
Entity Name Dongguan City Fu Guan Healthy Industry Technology Ltd (“FGHL”)
Entity incorporation date Dec. 21, 2020
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FJTL [Member]  
Entity Name Dongguan City Fu Jing Technology Ltd (“FJTL”)
Entity incorporation date Nov. 17, 2020
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FGTL [Member]  
Entity Name Dongguan City Fu Xiang Technology Ltd (“FGTL”)
Entity incorporation date Nov. 16, 2020
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FJFL [Member]  
Entity Name Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”)
Entity incorporation date Nov. 09, 2020
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FLFL [Member]  
Entity Name Dongguan City Fu Lai Food Ltd (“FLFL”)
Entity incorporation date Sep. 27, 2020
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FYBL [Member]  
Entity Name Dongguan City Fu Yi Beverage Ltd (“FYBL”)
Entity incorporation date Nov. 12, 2020
Nature of operation Drinking water distribution and delivery
Country of incorporation PRC
FXWL [Member]  
Entity Name Dongguan City Fu Xi Drinking Water Company Ltd (“FXWL”)
Entity incorporation date Mar. 17, 2021
Nature of operation Drinking water distribution and delivery, sales of alcoholic beverages and water purifier
Country of incorporation PRC
FJWL [Member]  
Entity Name Dongguan City Fu Jia Drinking Water Company Ltd (“FJWL”)
Entity incorporation date Mar. 29, 2021
Nature of operation Drinking water distribution and delivery, sales of water purifier
Country of incorporation PRC
FSWL [Member]  
Entity Name Dongguan City Fu Sheng Drinking Water Company Ltd (“FSWL”)
Entity incorporation date Mar. 29, 2021
Nature of operation Drinking water distribution and delivery, sales of water purifier
Country of incorporation PRC
FJSTL [Member]  
Entity Name Shenzhen Fu Jin Trading Technology Company Ltd (“FJSTL”)
Entity incorporation date Jun. 07, 2021
Nature of operation Drinking water distribution and delivery, sales of water purifier
Country of incorporation PRC
FLTL [Member]  
Entity Name Dongguan City Fu Li Trading Ltd (“FLTL”)
Entity incorporation date Sep. 10, 2021
Nature of operation Drinking water distribution and delivery, sales of water purifier
Country of incorporation PRC
FGGC [Member]  
Entity Name Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)
Entity incorporation date Sep. 13, 2021
Nature of operation Trading of alcoholic beverages
Country of incorporation PRC
FZGTL [Member]  
Entity Name Dongguan City Fu Zhi Gu Trading Ltd (“FZGTL”)
Entity incorporation date Sep. 09, 2022
Nature of operation Trading of alcoholic beverages
Country of incorporation PRC
CFTL [Member]  
Entity Name Dongguan City Chang Fu Trading Ltd (“CFTL”)
Entity incorporation date Sep. 09, 2022
Nature of operation Trading of alcoholic beverages
Country of incorporation PRC
LTTL [Member]  
Entity Name Dongguan City La Tong Trading Ltd (“LTTL”)
Entity incorporation date Aug. 08, 2022
Nature of operation Trading of alcoholic beverages
Country of incorporation PRC
KFTL [Member]  
Entity Name Dongguan City Kai Fu Trading Ltd (“KFTL”)
Entity incorporation date Sep. 08, 2022
Nature of operation Trading of alcoholic beverages
Country of incorporation PRC
v3.23.2
SCHEDULE OF FOREIGN CURRENCY EXCHANGE RATE TRANSLATION (Details)
Jun. 30, 2023
Jun. 30, 2022
Period-end RMB [Member]    
Offsetting Assets [Line Items]    
Period-average RMB:US$1 exchange rate 0.13880 0.14927
Period-average RMB [Member]    
Offsetting Assets [Line Items]    
Period-average RMB:US$1 exchange rate 0.14448 0.15451
v3.23.2
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Product Information [Line Items]        
Total $ 1,272,597 $ 2,336,459 $ 2,907,886 $ 3,598,269
Sales of Liquor [Member]        
Product Information [Line Items]        
Total 878,952 1,203,484 1,782,672 1,833,946
Sales of Water [Member]        
Product Information [Line Items]        
Total 213,582 808,648 633,202 1,338,092
Sales of Water Purifier [Member]        
Product Information [Line Items]        
Total 114,714 310,807 367,837 395,548
Others [Member]        
Product Information [Line Items]        
Total $ 65,349 $ 13,520 $ 124,175 $ 30,683
v3.23.2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
6 Months Ended
Jun. 22, 2020
Mar. 01, 2019
Apr. 11, 2018
Jun. 30, 2023
Dec. 31, 2022
Contract with customer advance       $ 116,769 $ 139,334
Amount of customer advances in opening balance       $ 24,707  
Share Exchange Agreement [Member] | DaXingHuaShang Investment Group Limited [Member]          
Number of shares exchanged     15,000,000    
Sale and Purchase Agreement [Member] | Jiujiu Group Stock Co., Ltd [Member]          
Number of shares exchanged   5      
Ownership percentage   100.00%      
Value shares issued in exchange   $ 150      
Xixingdao Agreement [Member] | QHDX [Member]          
Number of shares exchanged 243,134        
Ownership percentage 90.00%        
v3.23.2
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Credit Loss [Abstract]    
Accounts receivable (including $73,096 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively) $ 5,461,870 $ 4,797,564
Less: Doubtful allowance (including $724 and $nil to related parties as of June 30, 2023 and December 31, 2022, respectively) (360,149)
Accounts receivable, net $ 5,101,721 $ 4,797,564
v3.23.2
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]    
Accounts receivable $ 5,461,870 $ 4,797,564
Doubtful allowance 360,149
Related Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Accounts receivable 73,096
Doubtful allowance $ 724
v3.23.2
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Credit Loss [Abstract]    
Beginning balance
Additions to allowance 374,894
Foreign currency translation adjustment (14,745)
Ending balance 360,149
Beginning balance 1,247,580
Additions to allowance 154,985 1,284,005
Foreign currency translation adjustment (57,282) (36,425)
Ending balance $ 1,345,283 $ 1,247,580
v3.23.2
SCHEDULE OF PREPAYMENT AND OTHER CURRENT ASSETS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Prepayments And Other Current Assets Net      
Prepayments (including $2,394,062 and $2,255,288 to related parties as of June 30, 2023 and December 31, 2022, respectively) $ 2,875,927 $ 3,001,866  
Other current assets 6,995 4,631  
Total prepayments and other current assets 2,882,922 3,006,497  
Less: Allowance for doubtful accounts (including $1,231,440 and $1,152,427 to related parties as of June 30, 2023 and December 31, 2022, respectively) (1,345,283) (1,247,580)
Prepayments and other current assets, net $ 1,537,639 $ 1,758,917  
v3.23.2
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS (Details) (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]      
Prepayments to related parties $ 2,875,927 $ 3,001,866  
Allowance for doubtful accounts 1,345,283 1,247,580
Related Party [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Prepayments to related parties 2,394,062 2,255,288  
Allowance for doubtful accounts $ 1,231,440 $ 1,152,427  
v3.23.2
SCHEDULE OF DEPOSITS PAID (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Deposits Paid Net      
Deposits paid (including $1,573,209 and $1,628,511 to related parties as of June 30, 2023 and December 31, 2022, respectively) $ 2,280,196 $ 2,365,652  
Less: Allowance for doubtful accounts (including $999,625 and $870,066 to related parties as of June 30, 2023 and December 31, 2022, respectively) (1,606,635) (1,244,350)
Deposits paid, net $ 673,561 $ 1,121,302  
v3.23.2
SCHEDULE OF DEPOSITS PAID (Details) (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]      
Deposits paid $ 2,280,196 $ 2,365,652  
Deposits paid allowance for doubtful accounts 1,606,635 1,244,350
Related Party [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Deposits paid 1,573,209 1,628,511  
Deposits paid allowance for doubtful accounts $ 999,625 $ 870,066  
v3.23.2
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS OF DEPOSITS PAID (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Deposits Paid Net    
Beginning balance $ 1,244,350
Additions to allowance 430,265 1,280,681
Foreign currency translation adjustment (67,980) (36,331)
Ending balance $ 1,606,635 $ 1,244,350
v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment $ 274,816 $ 242,906
Less: Accumulated depreciation (162,355) (145,016)
Property and equipment, net 112,461 97,890
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment 116,520 116,520
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment 126,386 126,386
Vehicle [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment $ 31,910
v3.23.2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 18,046 $ 15,647
v3.23.2
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Total intangible assets $ 3,015,262 $ 3,145,444
Less: Accumulated amortization (1,850,517) (1,822,875)
Less: Accumulated impairment (912,597) (951,643)
Intangible assets, net 252,148 370,926
Distribution Channel [Member]    
Finite-Lived Intangible Assets [Line Items]    
Total intangible assets 2,989,709 3,117,635
Other Intangible Assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Total intangible assets $ 25,553 $ 27,809
v3.23.2
SCHEDULE OF FUTURE AMORTIZATION EXPENSES FOR DISTRIBUTION CHANNELS (Details)
Jun. 30, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2023 (remaining) $ 102,773
2024 138,256
2025 5,010
2026 5,010
2027 1,099
Total $ 252,148
v3.23.2
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expenses $ 106,634 $ 417,770
v3.23.2
SCHEDULE OF AMOUNT DUE FROM AND DUE TO RELATED PARTIES (Details) - Related Party [Member] - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Due to related parties $ 748,543 $ 565,675
President, Chief Executive Officer, Secretary, Director and Majority shareholder [Member] | Mr Yumin Lin [Member]    
Related Party Transaction [Line Items]    
Due to related parties 517,426 389,051
Manager of a Subsidiary, Mr. Yumin Lin’s Wife [Member] | Ms. Xiulan Zhou [Member]    
Related Party Transaction [Line Items]    
Due to related parties 1,287  
Manager of a Subsidiary [Member] | Ms. Xiulan Zhou [Member]    
Related Party Transaction [Line Items]    
Due to related parties   508
Manager of a Subsidiary [Member] | Mr. Huagen Li [Member]    
Related Party Transaction [Line Items]    
Due to related parties 2,221 2,316
Manager of a Subsidiary [Member] | Mr. Guodong Jia [Member]    
Related Party Transaction [Line Items]    
Due to related parties 4,462 2,342
Manager of a Subsidiary [Member] | Mr. Anping Chen [Member]    
Related Party Transaction [Line Items]    
Due to related parties 5,424 1,290
Manager of a Subsidiary [Member] | Mr. Jiangwei Jia [Member]    
Related Party Transaction [Line Items]    
Due to related parties 6,497 3,678
Manager of a Subsidiary [Member] | Ms. Lihua Li [Member]    
Related Party Transaction [Line Items]    
Due to related parties 3,376
Manager of a Subsidiary [Member] | Ms. Chunxiang Zhang [Member]    
Related Party Transaction [Line Items]    
Due to related parties 3,168 998
Manager of a Subsidiary [Member] | Mr. Meng Xue [Member]    
Related Party Transaction [Line Items]    
Due to related parties 7,359 5,449
Manager of a Subsidiary [Member] | Ms. Shuqin Chen [Member]    
Related Party Transaction [Line Items]    
Due to related parties 5,400 1,358
Manager of a Subsidiary [Member] | Mr. Zhipeng Zuo [Member]    
Related Party Transaction [Line Items]    
Due to related parties 16,762 59
Manager of a Subsidiary [Member] | Mr. Deqin ke [Member]    
Related Party Transaction [Line Items]    
Due to related parties 724
Manager of a Subsidiary [Member] | Mr. Aisheng Zhang [Member]    
Related Party Transaction [Line Items]    
Due to related parties 15,982 2,320
Manager of a Subsidiary [Member] | Mr. Zhihua Liao [Member]    
Related Party Transaction [Line Items]    
Due to related parties 5,960 3,800
Manager of a Subsidiary, Shareholder [Member] | Mr. Hongwei Ye [Member]    
Related Party Transaction [Line Items]    
Due to related parties 15 16
Vice President [Member] | Mr. Yuwen Li [Member]    
Related Party Transaction [Line Items]    
Due to related parties 69,925 64,924
Mr. Yumin Lin is the Supervisor of Shenzhen DaXingHuaShang Industry Development Ltd [Member] | Shenzhen Da Xing Hua Shang Industry Development Ltd [Member]    
Related Party Transaction [Line Items]    
Due to related parties $ 83,279 $ 86,842
v3.23.2
SCHEDULE OF REVENUE GENERATED FROM RELATED PARTIES (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Related Party Transaction [Line Items]    
Revenues generated from related parties $ 69,598 $ 41,495
Mr. Naiyong Luo a Manager [Member] | Related Party [Member] | Guangdong Yuexin Jiaotong Construction Co Ltd [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties 10,578 7,581
Mr. Kaihong Lin [Member] | Chief Financial Officer and Treasurer [Member] | Related Party [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties 278 652
Mr Yumin Lin [Member] | President, Chief Executive Officer, Secretary, Director and Majority shareholder [Member] | Related Party [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties 438
Mr. ZihaoYe [Member] | Manager of a Subsidiary [Member] | Related Party [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties 262
XiuLan Zhou [Member] | Manager of a Subsidiary, Mr. Yumin Lin’s Wife [Member] | Related Party [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties 14
Dongguan Huanhai Trading Co., Ltd. [Member] | Mr. Hongwei Ye [Member] | Related Party [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties 10,886 13,553
Dongguan City Hualianguan Chemical [Member] | Mr. Hongwei Ye [Member] | Related Party [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties 14,808 19,009
Dongguan Humen Shuiyan Drinking Water [Member] | Shuiyan Li [Member] | Related Party [Member]    
Related Party Transaction [Line Items]    
Revenues generated from related parties $ 33,034
v3.23.2
SCHEDULE OF COST OF REVENUES FROM RELATED PARTIES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Related Party Transaction [Line Items]        
Cost of revenues from related parties $ 652,798 $ 1,099,523 $ 1,330,165 $ 1,617,985
Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     362,096 386,380
Dongguan Baxi Food Distribution Co Ltd. [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     57,509 15,899
Dongguan Dalingshan Xinwenhua Drinking Water Store [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     23,614 43,759
Dongguan Pengqin Drinking Water Co Ltd. [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     23,433 33,836
Dongguan Dengqinghu Drinking Water Store [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     2,934 1,475
Dongguan Tailai Trading Co Ltd [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     52,324 34,519
Dongguan Anxiang Technology Co Ltd. [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     56,704 64,639
Guangdong Jiaduonuo Shengshi Trading Co Ltd. [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     90,355 64,565
Dongguan Dalingshan Runxin Drinking Water Store [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     11,473 16,312
Dongguan City Yijia Trading Co Ltd [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Cost of revenues from related parties     $ 43,750 $ 111,376
v3.23.2
SCHEDULE OF PURCHASES FROM RELATED PARTIES (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Purchase from related party $ 374,686 $ 349,387
Dongguan Baxi Food Distribution Co Ltd. [Member]    
Purchase from related party 61,259 19,406
Dongguan Dalingshan Xinwenhua Drinking Water Store [Member]    
Purchase from related party 25,221 56,842
Dongguan Pengqin Drinking Water Co Ltd. [Member]    
Purchase from related party 25,416 37,266
Dongguan Dengqinghu Drinking Water Store [Member]    
Purchase from related party 3,124 1,659
Dongguan Tailai Trading Co Ltd [Member]    
Purchase from related party 55,999 33,634
Dongguan Anxiang Technology Co Ltd. [Member]    
Purchase from related party 56,965 66,220
Guangdong Jiaduonuo Shengshi Trading Co Ltd. [Member]    
Purchase from related party 90,430 69,407
Dongguan Dalingshan Runxin Drinking Water Store [Member]    
Purchase from related party 12,522 16,374
Dongguan City Yijia Trading Co Ltd [Member]    
Purchase from related party $ 43,750 $ 48,579
v3.23.2
SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Operating Loss Carryforwards [Line Items]        
Total $ 21,528 $ 81,514 $ 96,502 $ 103,921
UNITED STATES        
Operating Loss Carryforwards [Line Items]        
Current income tax expense     41,444 45,562
Deferred income tax expense    
Seychelles [Member]        
Operating Loss Carryforwards [Line Items]        
Current income tax expense    
Deferred income tax expense    
HONG KONG        
Operating Loss Carryforwards [Line Items]        
Current income tax expense    
Deferred income tax expense    
CHINA        
Operating Loss Carryforwards [Line Items]        
Current income tax expense     55,058 58,359
Deferred income tax expense    
v3.23.2
INCOME TAXES (Details Narrative)
6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2023
HKD ($)
Jun. 30, 2022
Operating Loss Carryforwards [Line Items]      
U.S federal income tax rate 21.00% 21.00%  
Effective income tax rate reconciliation, foreign income tax rate differential, percent (22.10%) (22.10%) 9.70%
Effective income tax percentage 25.00% 25.00%  
CHINA      
Operating Loss Carryforwards [Line Items]      
Income tax examination, description On April 2, 2021, the State Taxation Administration issued the notice of the Ministry of Finance and the State Administration of Taxation (“MOF and SAT”) [2021] No.12 to provide an enterprise income tax rate of 2.5% on small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000, approximately $142,209, from January 1, 2021 to December 31, 2022. MOF and SAT [2022] No.13 also provides an enterprise income tax rate of 5% on small-scale and low-profit enterprises whose annual taxable income is more than RMB1,000,000, approximately $144,482, but less than RMB3,000,000, approximately $433,445, from January 1, 2022 to December 31, 2024. The qualifications of small-scale and low-profit enterprises were examined annually by the Tax Bureau. All of the Company’s PRC subsidiaries met the criteria of small-scale and low-profit enterprises, except for Xixingdao, FVT Supply Chain and FLTT On April 2, 2021, the State Taxation Administration issued the notice of the Ministry of Finance and the State Administration of Taxation (“MOF and SAT”) [2021] No.12 to provide an enterprise income tax rate of 2.5% on small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000, approximately $142,209, from January 1, 2021 to December 31, 2022. MOF and SAT [2022] No.13 also provides an enterprise income tax rate of 5% on small-scale and low-profit enterprises whose annual taxable income is more than RMB1,000,000, approximately $144,482, but less than RMB3,000,000, approximately $433,445, from January 1, 2022 to December 31, 2024. The qualifications of small-scale and low-profit enterprises were examined annually by the Tax Bureau. All of the Company’s PRC subsidiaries met the criteria of small-scale and low-profit enterprises, except for Xixingdao, FVT Supply Chain and FLTT  
Up To HK$2,000,000 [Member] | Inland Revenue, Hong Kong [Member]      
Operating Loss Carryforwards [Line Items]      
Effective income tax rate reconciliation, foreign income tax rate differential, percent 8.25% 8.25%  
Income tax assessable profit $ 255,112 $ 2,000,000  
Over HK$2,000,000 [Member] | Inland Revenue, Hong Kong [Member]      
Operating Loss Carryforwards [Line Items]      
Effective income tax rate reconciliation, foreign income tax rate differential, percent 16.50% 16.50%  
Income tax assessable profit   $ 2,000,000  
v3.23.2
SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Operating Lease Cost $ 73,184 $ 85,356
Cash paid for amounts included in the measurement of lease obligations $ 77,612 $ 78,215
Weighted average remaining lease term (in years) 2 years 8 months 19 days 3 years 6 months 18 days
Operating lease, weighted average discount rate, percent 3.23% 3.23%
Related Parties [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Operating Lease Cost $ 9,501 $ 11,347
Non-Related Parties [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Operating Lease Cost $ 63,683 $ 74,009
v3.23.2
SCHEDULE OF MATURITIES OF LEASE OBLIGATIONS (Details)
Jun. 30, 2023
USD ($)
Operating Leases  
2023 (remaining) $ 65,998
2024 121,342
2025 103,943
2026 40,951
2027 5,552
Total lease payment 337,786
Less: Imputed interest (11,701)
Operating lease obligations $ 326,085
v3.23.2
OPERATING LEASES (Details Narrative)
6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2023
CNY (¥)
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Operating lease description the Company has nineteen separate operating lease agreements for three office spaces, one warehouse and fifteen stores in PRC with remaining lease terms of from 1 month to 46 months the Company has nineteen separate operating lease agreements for three office spaces, one warehouse and fifteen stores in PRC with remaining lease terms of from 1 month to 46 months
Qingmei Lin [Member] | Operating Lease Agreement [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Operating lease description The agreement covers the period from January 1, 2019 to April 30, 2027 The agreement covers the period from January 1, 2019 to April 30, 2027
Payments for rent $ 1,445 ¥ 10,000
Mr. Hongwei Ye [Member] | Operating Lease Agreement [Member]    
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]    
Operating lease description The agreement covers the period from September 27, 2020 to September 30, 2023 The agreement covers the period from September 27, 2020 to September 30, 2023
Payments for rent $ 138 ¥ 960
v3.23.2
SCHEDULE OF BALANCE OF LOAN BORROWED UNDER CREDIT LINES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Line of Credit Facility [Line Items]    
Aggregate outstanding principal balances $ 529,589 $ 481,091
Less: current portion 483,233 422,653
Non-current portion 46,356 58,438
Loans from a Trust in PRC [Member]    
Line of Credit Facility [Line Items]    
Aggregate outstanding principal balances 38,810 60,049
China Construction Bank [Member]    
Line of Credit Facility [Line Items]    
Aggregate outstanding principal balances 336,585 276,447
WeBank [Member]    
Line of Credit Facility [Line Items]    
Aggregate outstanding principal balances 81,488 77,220
Guangdong Nanyue Bank [Member]    
Line of Credit Facility [Line Items]    
Aggregate outstanding principal balances 44,207 67,375
Bank of Ningbo [Member]    
Line of Credit Facility [Line Items]    
Aggregate outstanding principal balances $ 28,499
v3.23.2
SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]    
2023 (remaining) $ 210,155  
2024 293,951  
2025 12,826  
2026 5,425  
2027 5,425  
Thereafter 1,807  
Total $ 529,589 $ 481,091
v3.23.2
BANK AND OTHER BORROWINGS (Details Narrative)
1 Months Ended 6 Months Ended
Dec. 11, 2021
USD ($)
Jul. 30, 2023
USD ($)
May 31, 2023
USD ($)
Apr. 30, 2023
USD ($)
Feb. 28, 2023
Jul. 31, 2022
USD ($)
May 31, 2022
USD ($)
Nov. 30, 2021
USD ($)
Aug. 31, 2020
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jul. 30, 2023
CNY (¥)
May 31, 2023
CNY (¥)
Apr. 30, 2023
CNY (¥)
Jul. 31, 2022
CNY (¥)
May 31, 2022
CNY (¥)
Feb. 28, 2022
USD ($)
Feb. 28, 2022
CNY (¥)
Dec. 11, 2021
CNY (¥)
Nov. 30, 2021
CNY (¥)
Aug. 31, 2020
CNY (¥)
Line of Credit Facility [Line Items]                                          
Interest expense                   $ 18,256 $ 10,689                    
China Construction Bank [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount   $ 114,000         $ 149,000   $ 139,000     ¥ 817,000       ¥ 1,000,000 $ 68,000 ¥ 465,000     ¥ 910,000
Interest rate   3.85%     4.00%   4.45%   4.10%                        
Maturity date         Feb. 11, 2024   May 26, 2023   Aug. 07, 2023                        
WeBank [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount $ 79,000     $ 13,000     $ 10,000 $ 79,000           ¥ 96,000   69,000     ¥ 500,750 ¥ 500,000  
Interest rate 10.71%           11.34% 3.60%                          
Maturity date             May 21, 2024 Dec. 11, 2021                          
Huaneng Guicheng Trust Co Ltd [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount             $ 24,000                 ¥ 161,000          
Interest rate             11.34%                            
Maturity date             May 21, 2024                            
WeBank One [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount           $ 15,000                 ¥ 99,000            
Guangdong Nanyue Bank [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount           $ 34,000                 231,000            
WeBank and Guangdong Nanyue Bank Co Ltd. [Member]                                          
Line of Credit Facility [Line Items]                                          
Interest rate           14.40%                              
Maturity date           Jul. 08, 2024                              
WeBank Two [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount           $ 23,000                 153,000            
Nanyue Bank [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount           $ 53,000                 357,000            
WeBank and Nanyue Bank [Member]                                          
Line of Credit Facility [Line Items]                                          
Interest rate           14.40%                              
Maturity date           Jul. 13, 2024                              
Huaneng Guicheng [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount           $ 57,000                 ¥ 380,000            
Interest rate           12.60%                              
Maturity date           Jul. 21, 2024                              
Bank of Ningbo [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount       $ 31,000                   224,000              
Bank of Ningbo and WeBank [Member]                                          
Line of Credit Facility [Line Items]                                          
Interest rate       12.24%                                  
Maturity date       Apr. 07, 2025                                  
Car Loan WeBank [Member]                                          
Line of Credit Facility [Line Items]                                          
Principal amount     $ 146,000 $ 27,000                 ¥ 1,050,000 ¥ 195,415              
Interest rate     4.20% 6.54%                                  
Maturity date     May 26, 2024 Apr. 10, 2028                                  
v3.23.2
SUBSEQUENT EVENTS (Details Narrative) - China Construction Bank [Member]
1 Months Ended
Jul. 30, 2023
USD ($)
Jul. 30, 2023
USD ($)
Feb. 28, 2023
May 31, 2022
USD ($)
Aug. 31, 2020
USD ($)
Jul. 30, 2023
CNY (¥)
May 31, 2022
CNY (¥)
Feb. 28, 2022
USD ($)
Feb. 28, 2022
CNY (¥)
Aug. 31, 2020
CNY (¥)
Line of Credit Facility [Line Items]                    
Long-Term Line of Credit $ 114,000 $ 114,000   $ 149,000 $ 139,000 ¥ 817,000 ¥ 1,000,000 $ 68,000 ¥ 465,000 ¥ 910,000
Line of Credit Facility, Interest Rate During Period   3.85% 4.00% 4.45% 4.10%          
Debt Instrument, Maturity Date Jul. 22, 2024                  

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