Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Oct. 08, 2020 | Jun. 28, 2019 | |
Document Information Line Items | |||
Entity Registrant Name | Global Seed Corp | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 257,874,025 | ||
Entity Public Float | $ 137,335,934 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001524829 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-55199 | ||
Entity Incorporation, State or Country Code | TX | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Au
Consolidated Balance Sheets (Audited) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 313,450 | $ 8,717 |
Accounts receivable, net | 30,839 | 12,801 |
Inventories | 224,418 | 24,794 |
Prepayments | 82,930 | |
Prepaid taxes | 12,763 | |
Due from related parties | 25,406 | 16,742 |
Total Current Assets | 677,043 | 75,817 |
Property and equipment, net | 189,493 | 22,185 |
Right-of-use assets, net | 172,807 | |
Intangible assets, net | 4,828 | |
Total Assets | 1,039,343 | 102,830 |
Liabilities and Stockholders’ (Deficit) Equity | ||
Lease obligations, current | 58,560 | |
Accounts and taxes payables and accruals | 124,617 | 30,606 |
Advances from customers | 315,394 | 81,410 |
Due to related parties | 1,528,246 | 270,021 |
Total Current Liabilities | 2,026,817 | 382,037 |
Lease obligations, long term | 117,699 | |
Convertible notes, net | 210,417 | |
Total Liabilities | 2,354,933 | 382,037 |
Common stock (8,999,886,999 shares authorized, 257,874,025 issued and outstanding at December 31, 2019 and 2018, respectively) | 25,787 | 25,787 |
Paid in capital | 161,863 | 91,863 |
Accumulated deficit | (1,520,157) | (405,989) |
Accumulated other comprehensive loss | 21,615 | 10,626 |
Stockholders’ deficit | (1,310,892) | (277,713) |
Non-controlling interest | (4,698) | (1,494) |
Total Deficit | (1,315,590) | (279,207) |
Total Liabilities and Stockholders’ Deficit | $ 1,039,343 | $ 102,830 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Audited) (Parentheticals) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 8,999,886,999 | 8,999,886,999 |
Common stock, shares issued | 257,874,025 | 257,874,025 |
Common stock, shares outstanding | 257,874,025 | 257,874,025 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Audited) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenues | $ 195,917 | $ 16,493 |
Cost of revenues | 125,572 | 11,807 |
Gross profit | 70,345 | 4,686 |
Operating expenses: | ||
Selling and marketing expenses | 69,732 | 12,575 |
General and administrative expenses | 1,116,473 | 410,170 |
Total operating expenses | 1,186,205 | 422,745 |
Operating loss | (1,115,860) | (418,059) |
Other income (expenses): | ||
Interest income | 44 | 11 |
Interest expenses | (1,190) | (9) |
Other income | 339 | 321 |
Other expenses | (678) | |
Total other income and (expenses) | (1,485) | 323 |
Loss before tax | (1,117,345) | (417,736) |
Income tax | 27 | 123 |
Net loss | (1,117,372) | (417,859) |
Non-controlling interest | (3,204) | |
Net loss attributable to GLBD stockholders | (1,114,168) | (417,859) |
Other comprehensive income: | ||
Foreign currency translation income | 10,989 | 10,393 |
Comprehensive loss | $ (1,103,179) | $ (407,466) |
Loss per share: basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Basic weighted average shares outstanding (in Shares) | 257,874,025 | 257,874,025 |
Diluted weighted average shares outstanding (in Shares) | 257,883,614 | 257,874,025 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit (Audited) - USD ($) | Common Stock | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-Controlling Interest | Total |
Balance at Dec. 31, 2017 | $ 500 | $ 51,758 | $ (92,549) | $ (40,291) | ||
Balance (in Shares) at Dec. 31, 2017 | 5,000,000 | |||||
Recapitalization | $ 25,287 | 40,105 | 104,419 | 169,811 | ||
Recapitalization (in Shares) | 252,874,025 | |||||
Net loss attributable to GLBD stockholders | (417,859) | (417,859) | ||||
Non-controlling interests arising on business combinations | (1,494) | (1,494) | ||||
Foreign currency translation adjustment | 10,626 | 10,626 | ||||
Balance at Dec. 31, 2018 | $ 25,787 | 91,863 | (405,989) | 10,626 | (1,494) | (279,207) |
Balance (in Shares) at Dec. 31, 2018 | 252,874,025 | |||||
Net loss attributable to GLBD stockholders | (1,114,168) | (3,204) | (1,117,372) | |||
Recognition of beneficial conversion feature from issuance of convertible notes | 70,000 | 70,000 | ||||
Foreign currency translation adjustment | 10,989 | 10,989 | ||||
Balance at Dec. 31, 2019 | $ 25,787 | $ 161,863 | $ (1,520,157) | $ 21,615 | $ (4,698) | $ (1,315,590) |
Balance (in Shares) at Dec. 31, 2019 | 252,874,025 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Audited) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,117,372) | $ (417,859) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 22,317 | 3,088 |
Interest expenses | 1,190 | |
Non-cash lease expense | 3,481 | |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (14,018) | (13,308) |
Inventories | (201,671) | (25,775) |
Prepayment and deposits | (70,476) | (18,288) |
Accounts payable and accrued payables | 329,945 | 115,920 |
Net cash used in operating activities | (1,046,604) | (356,222) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment | (191,359) | (26,151) |
Net cash used in investing activities | (191,359) | (26,151) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Changes in related party balances, net | 1,262,738 | 391,166 |
Proceeds from issuance of convertible notes | 280,000 | |
Net cash provided by financing activities | 1,542,738 | 391,166 |
EFFECT OF EXCHANGE RATE ON CASH | (42) | (346) |
NET INCREASE (DECREASE) IN CASH | 304,733 | 8,447 |
CASH, BEGINNING OF YEAR | 8,717 | 270 |
CASH, END OF YEAR | 313,450 | 8,717 |
Cash paid during the period for: | ||
Interest paid, net of capitalized interest | 9 | |
Interest received | 44 | 11 |
Income taxes (refunded) paid | $ (1,448) | $ 123 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Global Seed Corporation (the “Company” or “GLBD”) was incorporated on July 13, 2010 in the State of Texas. A substantial portion of the Company’s initial business activities had involved developing a business plan and establishing contacts and visibility in the Asian communities in Houston, Texas. The Company had a change in control on June 2, 2018. On October 1, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Well Benefit International Limited (“Well Benefit”) and all of its shareholders (the “Shareholders”), whereby the Company agreed to newly issue 252,874,025 shares of its common stock to the Shareholders in exchange for all of the outstanding ordinary shares of Well Benefit (such transaction, the “Reverse Merger”). On October 30, 2019, the Reverse Merger contemplated under the Share Exchange Agreement was closed. This transaction has been accounted for a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and Well Benefit, the legal acquiree, is the accounting acquirer. As a result, the Company elects to consolidate the financial statements of Well Benefit, including those of Dongguan Zhenghao Industrial Investment Company Limited (“Zhenghao”), the wholly-owned PRC subsidiary of Well Benefit, into the Company as if the Reverse Merger were consummated from the beginning of the periods covered by this report. Well Benefit is a company formed in the British Virgin Islands on September 3, 2018. Well Benefit is a holding company. Its primary business activities are conducted through its wholly owned subsidiaries in Guangdong province in the People’s Republic of China (“PRC”). Well Benefit primarily sells coffee capsules, capsules for healthy drinks and coffee brewing machines through wholesale and retail. Agility International Holding Limited (“Agility”) was incorporated on July 8, 2018 in Hong Kong with limited liability. It is a wholly owned subsidiary of Well Benefit. On September 25, 2018 Shangshang (Guangzhou) Industrial Investment Company Limited (“Shangshang”) was incorporated as wholly owned foreign entity in the PRC. It is a wholly owned subsidiary of Agility. Dongguan Zhenghao Industrial Investment Company Limited was incorporated on January 26, 2017. Zhenghao was acquired by Shangshang on or about December 27, 2018; accordingly, Zhenghao is wholly-owned subsidiary of Shangshang. On September 7, 2018, Zhenghao registered Dongguan Kasule Food and Drink Company Limited (“Dongguan Kasule”) with the local industrial and commercial bureau as its wholly owned subsidiary. On February 19, 2019, Zhenghao acquired Shenzhen Kasule Food and Drink Company Limited (“Shenzhen Kasule”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”). The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). These financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company balances, fees, and expenses have been eliminated in consolidation. Use of Estimates The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less, and unencumbered bank deposits to be cash equivalents. Accounts Receivable Receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off against allowances. Inventories Inventories consist of finished goods that are stated at the lower of cost or market value. The Company applies the weighted average cost method to its inventory. Prepayments The Company makes advance payment to suppliers and vendors for the procurement of goods. Upon physical receipt and inspection of the goods from suppliers the applicable amount is reclassified from prepayments to inventory. Property and Equipment Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company’s typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows: Machinery and equipment 5-10 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized. Leases The Company determines if an arrangement is a lease at inception. Operating leases are recognized as its own right-of-use (“ROU”) asset category in the Company’s property and equipment, and the corresponding lease obligations are recognized to current and non-current liabilities. Finance leases are also included as equipment in property and equipment and the corresponding lease obligations are also recognized in current and non-current liabilities in the Company’s statement of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. When we have lease agreements with lease and non-lease components, they are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Accounting for Long-lived Assets The Company annually reviews its long-lived assets for impairment or 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, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate the adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows. 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 are reported at the lower of the carrying amount or fair value less costs to sell. Advances from Customers Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. Financial Instruments The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. The convertible notes issued by the Company are financial instruments that are carried at amortized cost. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Beneficial Conversion Valuation The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to equity, based on their relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection with the BCF are recognized to the results operations as an interest expense over the term of the debt, using the effective interest method. Statutory Reserves Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB) and Hong Kong Dollar (HKD). The Company’s assets and liabilities are translated into United States dollars from RMB and HKD at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 2019 2018 Year-end RMB: US$ exchange rate 6.9668 6.8764 Annual average RMB: US$ exchange rate 6.9072 6.6146 Year-end HKD: US$ exchange rate 7.7872 7.8312 Annual average HKD: US$ exchange rate 7.8345 7.8370 The RMB and HKD are not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions. Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. Revenue Recognition The Company adopted ASC 606 “Revenue Recognition”, and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the sale of coffee ad coffee related products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Income Taxes The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income (loss) consists of net income (loss) and unrealized gains from foreign currency translation adjustments. Recent Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s consolidated financial statements. Advertising All advertising costs are expensed as incurred. Shipping and Handling All outbound shipping and handling costs are expensed as incurred. Research and Development All research and development costs are expensed as incurred. Retirement Benefits Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead. Comprehensive Income The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Earnings per Share The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. |
Prepayments
Prepayments | 12 Months Ended |
Dec. 31, 2019 | |
Prepayment [Abstract] | |
PREPAYMENTS | NOTE 4 – PREPAYMENTS The prepayment balance of $82,930 as of December 31, 2019 mainly represents the advanced payment to the suppliers for the production of coffee capsules and coffee machines. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY The Company’s inventory was comprised of finished goods. No impairment was recorded. |
Plant and Equipment
Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT | NOTE 6 – PLANT AND EQUIPMENT 2019 2018 At Cost: Machinery and equipment $ 214,551 $ 25,155 Less: (25,058 ) (2,970 ) $ 189,493 $ 22,185 Depreciation expense was $22,317 and $3,088 for the years ended December 2019 and 2018, respectively. |
Lease Assets
Lease Assets | 12 Months Ended |
Dec. 31, 2019 | |
Lease Assets [Abstract] | |
LEASE ASSETS | NOTE 7 – LEASE ASSETS The Company’s leased assets include office space and warehouse. The Company’s current lease portfolio has remaining terms from less than one-year up to three years. Renewal options are excluded from the Company’s calculation of lease liabilities unless it is reasonably assured the renewal option will be exercised. The Company’s lease agreements do not contain residual value guarantees or material restrictive covenants. Operating leases are reflected on our balance sheet within property and equipment and right-of-use assets and the related current and non-current operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from lease agreement. Operating lease ROU assets and liabilities are recognized based upon the present value of the lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area maintenance, property taxes and insurance are expensed as incurred. Operating Leases 12/31/2019 Operating leases ROU assets, net $ 172,807 Operating leases liabilities (current) $ 58,560 Operating leases liabilities (noncurrent) 117,699 $ 176,258 Average remaining terms 26 months Average discount rate 3 % For year ended December 31, 2019, the lease expense was as follows: Lease Expense Operating lease expense $ 66,763 Short-term lease expense 13,603 Total lease expense $ 80,366 Future minimum lease payments under leases that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2019, based on the former accounting guidance for leases, are as follows: Year Amount 2020 $ 322,783 2021 58,405 2022 63,077 2023 - 2024 - Thereafter - $ 444,265 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS At December 31, 2019 and 2018, the Company was owed by the following related parties for the advanced fund, which were unsecured, non-interest bearing, and due on demand: Entity 2019 2018 Relationship Dong Guan Humen Kasule Food and Drink Company $ 25,406 $ 16,472 Authorized Brand Store As of December 31, 2019 and 2018, the Company had outstanding balance owed to the related parties listed below for funds advanced to the Company for general working capital purposes. These funds were unsecured, non-interest bearing, and due on demand: Entity 2019 2018 Relationship Chan Hiu $ 65,077 $ - Director of Global Seed Corporation Leung Kwok Hei - 11,746 Director of Global Seed Corporation Mo Qingtao 6,836 285 Director of Well Benefit Liang Guoxi 93,719 255,954 Director of Agility Chen Yuexiang 1,343,705 - Authorized Representative of Zhenghao Liang Guoxi 4,579 2,036 Authorized Representative of Shangshang Chen Yuexiang 14,330 - Director of Dongguan Kasule $ 1,528,246 $ 270,021 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 9 – CONVERTIBLE NOTES In December 2019, the Company closed private placements for the sales of convertible notes. The Company has received in total $280,000 net proceeds from six convertible note holders pursuant to six notes. Each note bears 15% annual interest and payable at maturity, which is thirty (30) months from the issuance dates. Each note holder has the right, at the holder’s option, to convert all or any portion of the outstanding principal of the note to the Company’s common stock. The applicable conversion price is the average stock price, based on a 30-trading-date period prior to the conversion, with 20% discount. The Company may not redeem the note at its option at any time before the first year anniversary from the issuance date. Afterward, the Company may elect to redeem all or any portion of the note with purchase price including premium determined by the redemption schedule. The beneficial conversion feature (“BCF”) of these notes are recognized and measured by allocating a portion of the proceeds to equity, based on their relative fair value, and as a reduction to the carrying amount of the convertible notes equal to the intrinsic value of the conversion feature. The value of BCF related to these notes are recognized periodically as interest expense over the term of the debt, using the effective interest method. The aggregate principal of $280,000 and the related BCF valued at $70,000 were recorded as a liability and discount to the liability, respectively. The value of BCF was also recognized as additional paid-in capital. For the year ended December 31, 2019, the total interest for the notes was $1,190, of which $773 was interest accrued based on coupon rate and $417 was amortization of the BCF discount. As of December 31, 2019, the net BCF value was $69,583. As of December 31, 2019, the potential total conversion shares for the outstanding convertible notes were 205,882 additional shares of common stock of the Company, based on the applicable conversion price of $1.36 per share. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 10 – GENERAL AND ADMINISTRATIVE EXPENSES For years ended December 31, 2019 and 2018, total general and administrative expenses were $1,116,473 and $410,170, respectively, and the details were as follows: 2019 2018 Accounting $ 8,551 $ 3,500 Audit Fees 47,910 - Bank Service 1,666 272 Business License & Tax 5,815 4,348 Consulting Fees 122,981 - Depreciation 22,317 3,088 Exchange Gain or Loss (609 ) - Facility Costs 26,035 28,242 Insurance 1,534 - Legal Services 141,558 28,311 Office Expense 49,554 74,133 Office Rent 80,366 37,847 Other 35,691 6,986 R&D 43,471 4,505 Salary and Benefits 481,880 154,985 Shipping 7,123 6,308 Travel Expense 40,630 57,645 $ 1,116,473 $ 410,170 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which thse temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. Our effective tax rate for fiscal year 2019 is 21%, which we expect to be fairly consistent in the near term. Our tax rate may also be affected by discrete items that may occur in any given year, but are not consistent from year to year. Income taxes are calculated and accrued for U.S. taxes only. The Company’s subsidiary formed in the British Virgin Islands is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no withholding tax is imposed. The Company’s subsidiary formed in Hong Kong is subject to the profits tax rate at 16.5% for income generated and operation in the special administrative region. The Company’s subsidiaries incorporated in the PRC are subject to profits tax rate at 25% for income generated and operation in the country. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company’s ability to generate taxable income during the carry forward period. The Company’s subsidiaries incorporated in the PRC has unused net operating losses (“NOLs”) available for carry forward to future years for PRC income tax reporting purposes up to five years. The Company did not recognize a deferred tax asset at December 31, 2019, because management could not reasonably estimate when the Company would generate profits to utilize such a deferred tax asset. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The following table reconciles the statutory rates to the Company’s effective tax rate: 12/31/2019 12/31/2018 Statutory rates in the State of Texas - - Statutory rates in the British Virgin Islands - - Statutory rates in Hong Kong 16.50 % 16.50 % Statutory rates in PRC 25.00 % 25.00 % Non-deductible items in the PRC -0.03 % -0.03 % Foreign earned income not subject to taxes in the British Virgin Islands (41.50 )% (41.50 )% Effective income tax rate -0.03 % -0.03 % Loss before taxes: State of Texas (185,889 ) (11,630 ) British Virgin Islands - - Hong Kong (9,898 ) (287 ) PRC (921,558 ) (405,819 ) $ (1,117,345 ) (417,736 ) |
Risks
Risks | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Risks | NOTE 12 – RISKS Credit Risk The Company’s deposits are made with banks located in the PRC. They do not carry U.S. federal deposit insurance and may be subject to loss if the banks become insolvent. Since the Company’s inception, the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers. Interest Risk The Company is subject to interest rate risk when short term loans become due and require refinancing. Economic and Political Risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. The outbreak of the novel coronavirus, commonly referred to as “COVID-19”, first found in mainland China, then in Asia and eventually throughout the world, has significantly affected business and manufacturing activities within China, including travel restrictions, widespread mandatory quarantines, and suspension of business activities within China. The Company’s sales and operations were materially adversely affected by this global pandemic. These government mandates may cause severe business disruptions to our customers and suppliers, and may also lead to postponement of payment from these parties. Our business operation was suspended until early March of 2020. Further, our manufacturing and branding business activities depend on reliable sources of raw materials such as bulk packaged Fenjiu liquor from Shanxi Province and bulk packaged imported wines from foreign countries. We have experienced substantive diminutions in raw material supplies due to the COVID-19 outbreak and ensuing lockdowns, which has negatively impacted our business. Accordingly, our business, results of operations and financial condition were adversely affected. In light of the current situation, we estimate that our revenues and net income for the fiscal quarter ended on March 31, 2020 would decrease due to the COVID-19 outbreak. Inflation Risk Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 13 – GOING CONCERN The Company’s ability to continue as a going concern is dependent upon the Company’s profitability and working capital. If the Company is unable to meet the financial obligations with its current assets, it may become insolvent and cease to continue as a going concern. For the years ended December 31, 2019 and 2018, the Company reported net loss of $1,117,372 and $417,859, and net loss from operation of $1,115,860 and $418,059, respectively. As of December 31, 2019 and 2018, the Company had working capital deficit of approximately $1,349,774 and $306,220, respectively. The Company had net cash outflow of $1,046,604 and $356,222 from its operating activities during the year ended December 31, 2019 and 2018. The net cash inflows in 2019 is primarily related to $280,000 in net proceeds from the issuance of our convertible notes. The Company management has taken various measures to reduce operating costs to minimize the economic impact of the current pandemic. The Company has raised additional working capital by sale of debt securities through private placements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS The Company evaluates subsequent events that has occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company experienced a decline in sales after December 31, 2019 as it was not able to conduct business during the first quarter of 2020 as result of the global COVID-19 pandemic. No other significant subsequent events have been identified that would require adjustment of or disclosure in the accompanying consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”). The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). These financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company balances, fees, and expenses have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less, and unencumbered bank deposits to be cash equivalents. |
Accounts Receivable | Accounts Receivable Receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off against allowances. |
Inventories | Inventories Inventories consist of finished goods that are stated at the lower of cost or market value. The Company applies the weighted average cost method to its inventory. |
Prepayments | Prepayments The Company makes advance payment to suppliers and vendors for the procurement of goods. Upon physical receipt and inspection of the goods from suppliers the applicable amount is reclassified from prepayments to inventory. |
Property and Equipment | Property and Equipment Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company’s typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows: Machinery and equipment 5-10 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are recognized as its own right-of-use (“ROU”) asset category in the Company’s property and equipment, and the corresponding lease obligations are recognized to current and non-current liabilities. Finance leases are also included as equipment in property and equipment and the corresponding lease obligations are also recognized in current and non-current liabilities in the Company’s statement of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. When we have lease agreements with lease and non-lease components, they are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. |
Accounting for Long-lived Assets | Accounting for Long-lived Assets The Company annually reviews its long-lived assets for impairment or 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, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate the adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows. 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 are reported at the lower of the carrying amount or fair value less costs to sell. |
Advances from Customers | Advances from Customers Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. |
Financial Instruments | Financial Instruments The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. The convertible notes issued by the Company are financial instruments that are carried at amortized cost. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Beneficial Conversion Valuation | Beneficial Conversion Valuation The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to equity, based on their relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection with the BCF are recognized to the results operations as an interest expense over the term of the debt, using the effective interest method. |
Statutory reserves | Statutory Reserves Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. |
Foreign Currency Translation | Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB) and Hong Kong Dollar (HKD). The Company’s assets and liabilities are translated into United States dollars from RMB and HKD at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 2019 2018 Year-end RMB: US$ exchange rate 6.9668 6.8764 Annual average RMB: US$ exchange rate 6.9072 6.6146 Year-end HKD: US$ exchange rate 7.7872 7.8312 Annual average HKD: US$ exchange rate 7.8345 7.8370 The RMB and HKD are not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. |
Revenue Recognition | Revenue Recognition The Company adopted ASC 606 “Revenue Recognition”, and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the sale of coffee ad coffee related products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. |
Income Taxes | Income Taxes The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income (loss) consists of net income (loss) and unrealized gains from foreign currency translation adjustments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s consolidated financial statements. |
Advertising | Advertising All advertising costs are expensed as incurred. |
Shipping and Handling | Shipping and Handling All outbound shipping and handling costs are expensed as incurred. |
Research and Development | Research and Development All research and development costs are expensed as incurred. |
Retirement Benefits | Retirement Benefits Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead. |
Comprehensive Income | Comprehensive Income The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. |
Earnings per Share | Earnings per Share The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of plant and equipment | Machinery and equipment 5-10 years |
Schedule of foreign currencies and all foreign exchange transactions | 2019 2018 Year-end RMB: US$ exchange rate 6.9668 6.8764 Annual average RMB: US$ exchange rate 6.9072 6.6146 Year-end HKD: US$ exchange rate 7.7872 7.8312 Annual average HKD: US$ exchange rate 7.8345 7.8370 |
Plant and Equipment (Tables)
Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant and equipment | 2019 2018 At Cost: Machinery and equipment $ 214,551 $ 25,155 Less: (25,058 ) (2,970 ) $ 189,493 $ 22,185 |
Lease Assets (Tables)
Lease Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Lease Assets [Abstract] | |
Schedule of operating leases | Operating Leases 12/31/2019 Operating leases ROU assets, net $ 172,807 Operating leases liabilities (current) $ 58,560 Operating leases liabilities (noncurrent) 117,699 $ 176,258 |
Schedule of operating leases ROU assets, net | Average remaining terms 26 months Average discount rate 3 % |
Schedule of lease expense | Lease Expense Operating lease expense $ 66,763 Short-term lease expense 13,603 Total lease expense $ 80,366 |
Schedule of future minimum lease payments under non-cancelable lease terms | Year Amount 2020 $ 322,783 2021 58,405 2022 63,077 2023 - 2024 - Thereafter - $ 444,265 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions general working capital purposes | Entity 2019 2018 Relationship Dong Guan Humen Kasule Food and Drink Company $ 25,406 $ 16,472 Authorized Brand Store |
Schedule of related party transactions general working capital purposes | Entity 2019 2018 Relationship Chan Hiu $ 65,077 $ - Director of Global Seed Corporation Leung Kwok Hei - 11,746 Director of Global Seed Corporation Mo Qingtao 6,836 285 Director of Well Benefit Liang Guoxi 93,719 255,954 Director of Agility Chen Yuexiang 1,343,705 - Authorized Representative of Zhenghao Liang Guoxi 4,579 2,036 Authorized Representative of Shangshang Chen Yuexiang 14,330 - Director of Dongguan Kasule $ 1,528,246 $ 270,021 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | 2019 2018 Accounting $ 8,551 $ 3,500 Audit Fees 47,910 - Bank Service 1,666 272 Business License & Tax 5,815 4,348 Consulting Fees 122,981 - Depreciation 22,317 3,088 Exchange Gain or Loss (609 ) - Facility Costs 26,035 28,242 Insurance 1,534 - Legal Services 141,558 28,311 Office Expense 49,554 74,133 Office Rent 80,366 37,847 Other 35,691 6,986 R&D 43,471 4,505 Salary and Benefits 481,880 154,985 Shipping 7,123 6,308 Travel Expense 40,630 57,645 $ 1,116,473 $ 410,170 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciles statutory rates to effective tax rate | 12/31/2019 12/31/2018 Statutory rates in the State of Texas - - Statutory rates in the British Virgin Islands - - Statutory rates in Hong Kong 16.50 % 16.50 % Statutory rates in PRC 25.00 % 25.00 % Non-deductible items in the PRC -0.03 % -0.03 % Foreign earned income not subject to taxes in the British Virgin Islands (41.50 )% (41.50 )% Effective income tax rate -0.03 % -0.03 % Loss before taxes: State of Texas (185,889 ) (11,630 ) British Virgin Islands - - Hong Kong (9,898 ) (287 ) PRC (921,558 ) (405,819 ) $ (1,117,345 ) (417,736 ) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | Oct. 01, 2019shares |
Organization and Nature of Operations (Textual) | |
Common stock, shares issued | 252,874,025 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | |
Description of statutory reserves | an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. |
Minimum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Salvage value | 0.00% |
Maximum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Salvage value | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 5 years |
Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of foreign currencies and all foreign exchange transactions | Dec. 31, 2019 | Dec. 31, 2018 |
Year-end RMB: US$ exchange rate [Member] | ||
Foreign currency translation rate | 0.069668 | 0.068764 |
Annual average RMB: US$ exchange rate [Member] | ||
Foreign currency translation rate | 0.069072 | 0.066146 |
Year-end HKD: US$ exchange rate [Member] | ||
Foreign currency translation rate | 0.077872 | 0.078312 |
Annual average HKD: US$ exchange rate [Member] | ||
Foreign currency translation rate | 0.078345 | 0.078370 |
Prepayments (Details)
Prepayments (Details) | Dec. 31, 2019USD ($) |
Prepayment [Abstract] | |
Prepayment balance | $ 82,930 |
Plant and Equipment (Details)
Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 22,317 | $ 3,088 |
Plant and Equipment (Details) -
Plant and Equipment (Details) - Schedule of plant and equipment - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
At Cost: | ||
Machinery and equipment | $ 214,551 | $ 25,155 |
Less: Accumulated depreciation | (25,058) | (2,970) |
Property, plant and equipment, net | $ 189,493 | $ 22,185 |
Lease Assets (Details) - Schedu
Lease Assets (Details) - Schedule of operating leases | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule of operating leases [Abstract] | |
Operating leases ROU assets, net | $ 172,807 |
Operating leases liabilities (current) | 58,560 |
Operating leases liabilities (noncurrent) | 117,699 |
Total Operating leases ROU assets, net | $ 176,258 |
Lease Assets (Details) - Sche_2
Lease Assets (Details) - Schedule of operating leases ROU assets, net | Dec. 31, 2019 |
Schedule of operating leases ROU assets, net [Abstract] | |
Average remaining terms | 26 months |
Average discount rate | 3.00% |
Lease Assets (Details) - Sche_3
Lease Assets (Details) - Schedule of lease expense | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule of lease expense [Abstract] | |
Operating lease expense | $ 66,763 |
Short-term lease expense | 13,603 |
Total lease expense | $ 80,366 |
Lease Assets (Details) - Sche_4
Lease Assets (Details) - Schedule of future minimum lease payments under non-cancelable lease terms | Dec. 31, 2019USD ($) |
Schedule of future minimum lease payments under non-cancelable lease terms [Abstract] | |
2020 | $ 322,783 |
2021 | 58,405 |
2022 | 63,077 |
2023 | |
2024 | |
Thereafter | |
Total | $ 444,265 |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of related party transactions advanced fund - Dong Guan Humen Kasule Food and Drink Company [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Details) - Schedule of related party transactions advanced fund [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 25,406 | $ 16,472 |
Related party transaction, description | Authorized Brand Store |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transactions general working capital purposes - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 1,528,246 | $ 270,021 |
Chan Hiu [Member] | ||
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 65,077 | |
Related party transaction, description | Director of Global Seed Corporation | |
Leung Kwok Hei [Member] | ||
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | 11,746 | |
Related party transaction, description | Director of Global Seed Corporation | |
Mo Qingtao [Member] | ||
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 6,836 | 285 |
Related party transaction, description | Director of Well Benefit | |
Liang Guoxi [Member] | ||
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 93,719 | 255,954 |
Related party transaction, description | Director of Agility | |
Chen Yuexiang [Member] | ||
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 1,343,705 | |
Related party transaction, description | Authorized Representative of Zhenghao | |
Liang Guoxi One [Member] | ||
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 4,579 | $ 2,036 |
Related party transaction, description | Authorized Representative of Shangshang | |
Chen Yuexiang One [Member] | ||
Related Party Transaction [Line Items] | ||
Related party due to unsecured and non-interest bearing | $ 14,330 | |
Related party transaction, description | Director of Dongguan Kasule |
Convertible Notes (Details)
Convertible Notes (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Convertible Notes (Textual) | |
Net proceeds | $ 280,000 |
Annual interest, percentage | 15.00% |
Discount rate, percentage | 20.00% |
Aggregate principal amount | $ 280,000 |
Liability amount | 70,000 |
Total Interest amount | 1,190 |
Accrued interest | 773 |
Amortization | 417 |
Net value amount | $ 69,583 |
Additional shares of common stock (in Shares) | shares | 205,882 |
Conversion price (in Dollars per share) | $ / shares | $ 1.36 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General And Administrative Expenses [Abstract] | ||
General and administrative expense | $ 1,116,473 | $ 410,170 |
General and Administrative Ex_4
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of general and administrative expenses [Abstract] | ||
Accounting | $ 8,551 | $ 3,500 |
Audit Fees | 47,910 | |
Bank Service | 1,666 | 272 |
Business License & Tax | 5,815 | 4,348 |
Consulting Fees | 122,981 | |
Depreciation | 22,317 | 3,088 |
Exchange Gain or Loss | (609) | |
Facility Costs | 26,035 | 28,242 |
Insurance | 1,534 | |
Legal Services | 141,558 | 28,311 |
Office Expense | 49,554 | 74,133 |
Office Rent | 80,366 | 37,847 |
Other | 35,691 | 6,986 |
R&D | 43,471 | 4,505 |
Salary and Benefits | 481,880 | 154,985 |
Shipping | 7,123 | 6,308 |
Travel Expense | 40,630 | 57,645 |
Total | $ 1,116,473 | $ 410,170 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Details) [Line Items] | ||
Effective tax rate consistent | 21.00% | |
Subsidiaries subject to profits tax rate | (0.03%) | (0.03%) |
Hong Kong [Member] | ||
Income Taxes (Details) [Line Items] | ||
Subsidiaries subject to profits tax rate | 16.50% | |
PRC [Member] | ||
Income Taxes (Details) [Line Items] | ||
Subsidiaries subject to profits tax rate | 25.00% | |
Income tax reporting for future period | 5 years |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate [Line Items] | ||
Effective income tax rate | (0.03%) | (0.03%) |
Loss before taxes: | ||
Effective income tax rate, amount (in Dollars) | $ (1,117,345) | $ (417,736) |
Non-deductible items in the PRC | (0.03%) | (0.03%) |
Foreign earned income not subject to taxes in the British Virgin Islands | (41.50%) | (41.50%) |
Statutory rates in the State of Texas [Member] | ||
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate [Line Items] | ||
Effective income tax rate | ||
Statutory rates in the British Virgin Islands [Member] | ||
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate [Line Items] | ||
Effective income tax rate | ||
Statutory rates in Hong Kong [Member] | ||
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate [Line Items] | ||
Effective income tax rate | 16.50% | 16.50% |
Statutory rates in PRC [Member] | ||
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate [Line Items] | ||
Effective income tax rate | 25.00% | 25.00% |
State of Texas [Member] | ||
Loss before taxes: | ||
Effective income tax rate, amount (in Dollars) | $ (185,889) | $ (11,630) |
British Virgin Islands [Member] | ||
Loss before taxes: | ||
Effective income tax rate, amount (in Dollars) | ||
Hong Kong [Member] | ||
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate [Line Items] | ||
Effective income tax rate | 16.50% | |
Loss before taxes: | ||
Effective income tax rate, amount (in Dollars) | $ (9,898) | (287) |
PRC [Member] | ||
Income Taxes (Details) - Schedule of reconciles statutory rates to effective tax rate [Line Items] | ||
Effective income tax rate | 25.00% | |
Loss before taxes: | ||
Effective income tax rate, amount (in Dollars) | $ (921,558) | $ (405,819) |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (1,117,372) | $ (417,859) |
Net loss from operation | 1,115,860 | 418,059 |
Working capital deficit | 1,349,774 | 306,220 |
Net cash outflow | (1,046,604) | (356,222) |
Proceeds from Convertible Debt | $ 280,000 |