Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 11, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BAIYU Holdings, Inc. | |
Trading Symbol | BYU | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,117,070 | |
Amendment Flag | false | |
Entity Central Index Key | 0001556266 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36055 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-4077653 | |
Entity Address, Address Line One | 139, Xinzhou 11th Street | |
Entity Address, Address Line Two | Futian District | |
Entity Address, City or Town | Shenzhen | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 518000 | |
City Area Code | +86 (0755) | |
Local Phone Number | 82792111 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | ||
Current Assets | ||||
Cash and cash equivalents | $ 1,440,259 | $ 893,057 | ||
Loans receivable from third parties | 201,957,435 | 143,174,634 | ||
Other current assets | 9,366,698 | 4,040,477 | ||
Inventories, net | 269,732 | 458,157 | ||
Total current assets | 213,034,124 | 148,566,325 | ||
Non-Current Assets | ||||
Plant and equipment, net | 33,980 | 6,370 | ||
Goodwill | 155,411,473 | 160,213,550 | ||
Intangible assets, net | 46,628,066 | 54,114,727 | ||
Right-of-use assets | 104,679 | 196,826 | ||
Total non-current assets | 202,178,198 | 214,531,473 | ||
Total Assets | 415,212,322 | 363,097,798 | ||
Current Liabilities | ||||
Accounts payable | 417,372 | 1,269 | ||
Bank borrowings | 1,043,344 | 1,005,083 | ||
Third party loans payable | 464,283 | 460,587 | ||
Contract liabilities | 3,108,291 | 437,148 | ||
Income tax payable | 14,651,729 | 11,634,987 | ||
Lease liabilities | 93,114 | 116,170 | ||
Other current liabilities | 6,161,639 | 5,348,646 | ||
Convertible promissory notes | 4,801,966 | 4,208,141 | ||
Total current liabilities | 30,741,738 | 23,212,031 | ||
Non-Current Liabilities | ||||
Deferred tax liabilities | 2,411,693 | 3,059,953 | ||
Lease liabilities | 15,103 | 84,164 | ||
Total non-current liabilities | 40,032,300 | 41,911,598 | ||
Total liabilities | 70,774,038 | 65,123,629 | ||
Commitments and Contingencies (Note 16) | ||||
Equity | ||||
Common stock (par value $0.001 per share, 600,000,000 shares authorized; 3,753,055 and 2,134,842 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively) | [1] | 3,753 | 2,135 | |
Additional paid-in capital | 406,596,269 | 344,400,599 | ||
Statutory surplus reserve | 2,602,667 | 2,602,667 | ||
Accumulated deficit | (41,341,113) | (38,800,375) | ||
Accumulated other comprehensive loss | (21,010,803) | (8,984,925) | ||
Total BYU Shareholders’ Equity | [1] | 346,850,773 | 299,220,101 | |
Non-controlling interest | (2,412,489) | (1,245,932) | ||
Total Equity | [1] | 344,438,284 | [2] | 297,974,169 |
Total Liabilities and Equity | 415,212,322 | 363,097,798 | ||
Related Party | ||||
Non-Current Liabilities | ||||
Due to related party | $ 37,605,504 | $ 38,767,481 | ||
[1] On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in Dollars per share) | [1] | $ 0.001 | $ 0.001 |
Common stock, shares authorized | [1] | 600,000,000 | 600,000,000 |
Common stock, shares issued | [1] | 3,753,055 | 2,134,842 |
Common stock, shares outstanding | [1] | 3,753,055 | 2,134,842 |
[1] On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenues | |||||
- Sales of commodity products – third parties | $ 33,883,096 | $ 37,847,831 | $ 102,937,623 | $ 138,540,090 | |
- Supply chain management services – third parties | 28,630 | 40,724 | 64,037 | 1,190,976 | |
Total Revenue | 33,911,726 | 37,888,555 | 103,001,660 | 139,731,066 | |
Cost of revenue | |||||
- Commodity product sales-third parties | (33,916,806) | (38,008,016) | (103,107,066) | (138,848,770) | |
- Supply chain management services – third parties | (18,157) | (321) | (41,540) | (6,011) | |
Total cost of revenue | (33,934,963) | (38,008,337) | (103,148,606) | (138,854,781) | |
Gross profit(loss) | (23,237) | (119,782) | (146,946) | 876,285 | |
Operating expenses | |||||
Selling, general, and administrative expenses | (3,034,313) | (1,951,604) | (14,108,225) | (6,075,090) | |
Total operating expenses | (3,034,313) | (1,951,604) | (14,108,225) | (6,075,090) | |
Other income (expenses), net | |||||
Interest income | 5,124,728 | 4,659,595 | 14,482,016 | 13,416,254 | |
Interest expenses | (129,716) | (149,308) | (352,938) | (388,750) | |
Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | (228,250) | (365,125) | (713,292) | (898,783) | |
Other income, net | 8,227 | 104,961 | 7,130 | (21,283) | |
Total other income, net | 4,774,989 | 4,250,123 | 13,422,916 | 12,107,438 | |
Net income(loss) before income taxes | 1,717,439 | 2,178,737 | (832,255) | 6,908,633 | |
Income tax expenses | (1,037,781) | (874,815) | (2,875,040) | (2,585,583) | |
Net income(loss) | 679,658 | 1,303,922 | (3,707,295) | 4,323,050 | |
Less: Net loss attributable to non-controlling interests | (382,556) | (1,166,557) | |||
Net income attributable to BAIYU Holdings, Inc.’s Stockholders | 679,658 | 1,303,922 | (2,540,738) | 4,323,050 | |
Comprehensive income(loss) | |||||
Net income(loss) | 679,658 | 1,303,922 | (3,707,295) | 4,323,050 | |
Foreign currency translation adjustments | 2,156,075 | (13,816,878) | (12,025,878) | (26,494,259) | |
Comprehensive income(loss) | 2,835,733 | (12,512,956) | (15,733,173) | (22,171,209) | |
Less: Total comprehensive loss attributable to non-controlling interests | (382,556) | (1,166,557) | |||
Comprehensive income(loss) attributable to BAIYU Holdings, Inc.’s Stockholders | $ 3,218,289 | $ (22,905,595) | $ (14,566,616) | $ (22,171,209) | |
Income(loss) per share - basic and diluted | |||||
Income(loss) per share – Basic (in Dollars per share) | $ 0.21 | $ 1.18 | $ (1.21) | $ 4.71 | |
Income(loss) per share – Diluted (in Dollars per share) | $ 0.16 | $ 1.07 | $ (0.93) | $ 4.16 | |
Weighted Average Shares Outstanding-Basic (in Shares) | [1] | 3,209,597 | 1,103,161 | 3,074,862 | 918,236 |
Weighted Average Shares Outstanding- Diluted (in Shares) | 4,141,383 | 1,224,145 | 4,006,649 | 1,039,221 | |
[1] On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) | Common Stock | Additional paid-in capital | Accumulated Deficit | Surplus Reserve | Accumulated other comprehensive income | Non- controlling interests | Total | |||
Balance at Dec. 31, 2021 | $ 553 | $ 224,928,030 | $ (42,200,603) | $ 1,477,768 | $ 11,666,607 | $ 195,872,355 | ||||
Balance (in Shares) at Dec. 31, 2021 | 552,697 | |||||||||
Issuance of common stocks in connection with private placements | $ 488 | 56,919,512 | 56,920,000 | |||||||
Issuance of common stocks in connection with private placements (in Shares) | 488,400 | |||||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes | $ 67 | 2,942,084 | 2,942,151 | |||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes (in Shares) | 66,964 | |||||||||
Beneficial conversion feature relating to issuance of convertible promissory notes | 913,000 | 913,000 | ||||||||
Net income(loss) | 4,323,050 | 4,323,050 | ||||||||
Foreign currency translation adjustments | (26,494,259) | (26,494,259) | ||||||||
Balance at Sep. 30, 2022 | $ 1,108 | 285,702,626 | (37,877,553) | 1,477,768 | (14,827,652) | 234,476,297 | ||||
Balance (in Shares) at Sep. 30, 2022 | 1,108,061 | |||||||||
Balance at Jun. 30, 2022 | $ 1,095 | 285,077,639 | (39,181,475) | 1,477,768 | (1,010,774) | 246,364,253 | ||||
Balance (in Shares) at Jun. 30, 2022 | 1,094,720 | |||||||||
Issuance of common stocks in connection with private placements | ||||||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes | $ 13 | 624,987 | 625,000 | |||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes (in Shares) | 13,340 | |||||||||
Beneficial conversion feature relating to issuance of convertible promissory notes | ||||||||||
Net income(loss) | 1,303,922 | 1,303,922 | ||||||||
Foreign currency translation adjustments | (13,816,878) | (13,816,878) | ||||||||
Balance at Sep. 30, 2022 | $ 1,108 | 285,702,626 | (37,877,553) | 1,477,768 | (14,827,652) | 234,476,297 | ||||
Balance (in Shares) at Sep. 30, 2022 | 1,108,061 | |||||||||
Balance at Dec. 31, 2022 | $ 2,135 | 344,400,599 | (38,800,375) | 2,602,667 | (8,984,925) | (1,245,932) | $ 297,974,169 | [1] | ||
Balance (in Shares) at Dec. 31, 2022 | 2,134,842 | 2,134,842 | [1] | |||||||
Issuance of common stocks in connection with private placements | $ 1,260 | 52,148,740 | $ 52,150,000 | |||||||
Issuance of common stocks in connection with private placements (in Shares) | 1,260,000 | |||||||||
Issuance of common stocks pursuant to ATM transaction | $ 14 | 559,059 | 559,073 | |||||||
Issuance of common stocks pursuant to ATM transaction (in Shares) | 13,786 | |||||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes | $ 124 | 2,877,091 | 2,877,215 | |||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes (in Shares) | 124,427 | |||||||||
Issuance of common stock pursuant to stock incentive stock plan (in Shares) | $ 220 | 5,687,780 | 5,698,000 | |||||||
Issuance of common stock pursuant to stock incentive stock plan (in Shares) (in Shares) | 220,000 | |||||||||
Beneficial conversion feature relating to issuance of convertible promissory notes | 913,000 | 913,000 | ||||||||
Net income(loss) | (2,540,738) | (1,166,557) | (3,707,295) | |||||||
Foreign currency translation adjustments | (12,025,878) | (12,025,878) | ||||||||
Balance at Sep. 30, 2023 | [2] | $ 3,753 | 406,596,269 | (41,341,113) | 2,602,667 | (21,010,803) | (2,412,489) | $ 344,438,284 | [1] | |
Balance (in Shares) at Sep. 30, 2023 | 3,753,055 | [2] | 3,753,055 | [1] | ||||||
Balance at Jun. 30, 2023 | $ 3,128 | 396,346,894 | (42,403,327) | 2,602,667 | (23,166,878) | (2,029,933) | $ 331,352,551 | |||
Balance (in Shares) at Jun. 30, 2023 | 3,128,149 | |||||||||
Issuance of common stocks in connection with private placements | $ 560 | 9,799,440 | 9,800,000 | |||||||
Issuance of common stocks in connection with private placements (in Shares) | 560,000 | |||||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes | $ 65 | 449,935 | 450,000 | |||||||
Issuance of common stocks pursuant to exercise of convertible promissory notes (in Shares) | 64,096 | |||||||||
Net income(loss) | 1,062,214 | (382,556) | 679,658 | |||||||
Foreign currency translation adjustments | 2,156,075 | 2,156,075 | ||||||||
Balance at Sep. 30, 2023 | [2] | $ 3,753 | $ 406,596,269 | $ (41,341,113) | $ 2,602,667 | $ (21,010,803) | $ (2,412,489) | $ 344,438,284 | [1] | |
Balance (in Shares) at Sep. 30, 2023 | 3,753,055 | [2] | 3,753,055 | [1] | ||||||
[1] On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income(loss) | $ (3,707,295) | $ 4,323,050 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of intangible assets | 6,002,628 | 2,967,735 |
Depreciation of plant and equipment | 6,289 | 4,503 |
Amortization of discount on convertible promissory notes | 200,000 | 354,333 |
Amortization of right of use assets | 88,416 | 248,475 |
Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | 713,292 | 898,783 |
Monitoring fee relating to convertible promissory notes | 157,276 | |
Interest expense for convertible promissory notes | 245,506 | 341,482 |
Deferred tax liabilities | (569,635) | (604,813) |
Inventories impairment | (16,818) | |
Share-based payment stock to service providers | 5,698,000 | |
Changes in operating assets and liabilities: | ||
Other current assets | (9,754,421) | 74,164 |
Escrow account receivable | ||
Inventories | 195,620 | (504,519) |
Prepayments | (3,297,177) | (5,689) |
Contract liabilities | 2,747,384 | (5,039,217) |
Accounts payable | 425,930 | (2,067,808) |
Due to related parties | (20,433) | |
Due from third parties | (275,930) | (1,239,339) |
Due from related parties | (1,963,576) | (517,471) |
Income tax payable | 3,444,639 | 3,190,730 |
Other current liabilities | 941,335 | 1,202,550 |
Lease liabilities | (88,281) | (178,203) |
Due to third party loans payable | 17,913 | 19,019 |
Net cash provided by operating activities | 1,053,819 | 3,604,608 |
Cash Flows from Investing Activities: | ||
Purchases of plant and equipment | (34,733) | (5,449) |
Purchases of operating lease assets | (58,617) | |
Payment made on loans to related parties | (301,624) | |
Payment made on loans to third parties | (122,971,023) | (77,227,957) |
Collection of loans from related parties | 10,637,336 | |
Collection of loans from third parties | 58,413,241 | 3,758,759 |
Investments in other investing activities | (58,951) | (51,192) |
Net cash used in investing activities | (64,651,465) | (63,248,744) |
Cash Flows from Financing Activities: | ||
Repayments made on loans to third parties | 69,995 | |
Payments of borrowings to the third parties | (30,272) | |
Proceeds from issuance of common stock under ATM transaction | 559,073 | |
Proceeds from issuance of common stock under private placement transactions | 42,350,000 | 56,920,000 |
Proceeds from issuance of convertible promissory notes | 13,025,243 | 3,000,000 |
Net cash provided by financing activities | 56,004,311 | 59,889,728 |
Effect of exchange rate changes on cash and cash equivalents | 8,140,537 | (1,872,016) |
Net increase/(decrease) in cash and cash equivalents | 547,202 | (1,626,424) |
Cash at the beginning of period | 893,057 | 4,311,068 |
Cash at the end of period | 1,440,259 | 2,684,644 |
Supplemental Cash Flow Information | ||
Cash paid for interest expense | 38,918 | 63,752 |
Cash paid for income tax | 1,712 | |
Supplemental disclosure of non-cash investing and financing activities | ||
Right-of-use assets obtained in exchange for operating lease obligations | 58,617 | 58,617 |
Issuance of common stocks in connection with conversion of convertible promissory notes | $ 13,590,215 | $ 3,855,150 |
Organization and Business Descr
Organization and Business Description | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Business Description [Abstract] | |
ORGANIZATION AND BUSINESS DESCRIPTION | 1. ORGANIZATION AND BUSINESS DESCRIPTION BAIYU Holding, Inc. is a Delaware corporation, incorporated under the laws of the state of Delaware. On October 19, 2023, the Company has changed the name from TD Holdings, Inc. to BAIYU Holdings, Inc., with market effectiveness on Nasdaq since October 30, 2023. The Company primarily conducts business through Shenzhen Baiyu Jucheng Data Technology Co., Ltd., Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., Hainan Jianchi Import and Export Co., Ltd., and Shenzhen Tongdow Internet Technology Co., Ltd. to offer the commodity trading business and supply chain management services to customers in the PRC. Supply chain management services consist of loan recommendation services and commodity product distribution services. Name Background Ownership HC High Summit Holding Limited (“HC High BVI”) A BVI company Incorporated on March 22, 2018 A holding company 100% owned by the Company TD Internet of Things Technology Company A Hong Kong company Incorporated on February 14, 2020 100% owned by HC High BVI Limited (“TD Internet Technology”) (Formerly Named: Tongdow Block Chain Information Technology Company Limited) A holding company Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) A Hong Kong company Incorporated on June 19, 2002 A holding company 100% owned by HC High BVI Tongdow E-trade Limited (“Tongdow HK”) A Hong Kong company Incorporated on November 25, 2010 A holding company 100% owned by HC High BVI Shanghai Jianchi Supply Chain Co., Ltd. (“Shanghai Jianchi”) A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) Incorporated on April 2, 2020 Registered capital of $10 million A holding company WFOE, 100% owned by TD Internet Technology Tongdow (Hainan) Data Technology Co., Ltd. (“Tondow Hainan”) A PRC limited liability company Incorporated on July 16, 2020 Registered capital of $1,417,736 (RMB 10 million) A wholly owned subsidiary of Shanghai Jianchi Hainan Jianchi Import and Export Co., Ltd. (“Hainan Jianchi”) A PRC limited liability company Incorporated on December 21, 2020 Registered capital of $7,632,772 (RMB50 million) with registered capital of $0 (RMB0) paid-up A wholly owned subsidiary of Shanghai Jianchi Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd. (“Shenzhen Baiyu Jucheng”) A PRC limited liability company Incorporated on December 30, 2013 Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid- up VIE of Hao Limo Technology (Beijing) Co., Ltd. before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) A PRC limited liability company Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB 30 million) with registered capital of $736,506 (RMB 5 million) paid-up A wholly owned subsidiary of Shenzhen Baiyu Jucheng Shenzhen Tongdow Internet Technology Co., Ltd. (“Shenzhen Tongdow”) A PRC limited liability company Incorporated on November 11, 2014 Registered capital of $1,628,320 (RMB10 million) with registered capital of $1,628,320 (RMB10 million) paid-up VIE of Shenzhen Baiyu Jucheng Yangzhou Baiyu Venture Capital Co. Ltd. (“Yangzhou Baiyu Venture”) A PRC limited liability company Incorporated on April 19, 2021 Registered capital of $30 million with registered capital of $7 million paid-up WFOE, 100% owned by Tongdow HK Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. (“Yangzhou Baiyu E-commerce”) A PRC limited liability company Incorporated on May 14, 2021 Registered capital of $30 million (RMB200 million) with registered capital of $7 million (RMB48 million) paid-up 100% owned by Yangzhou Baiyu Venture Zhejiang Baiyu Lightweight New Material Co., Ltd. (“Zhejiang Baiyu”) A PRC limited liability company Incorporated on August 5, 2022 Registered capital of $1,483,569 (RMB10 million) 100% owned by Yangzhou Baiyu E-commerce Baiyu International Supply Chain PTE.LTD A Singapore company Incorporated on Jun 28, 2023 100% owned by HC High BVI The following diagram illustrates our corporate structure as of September 30, 2023. (1) A variable interest entity controlled through contractual arrangements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP The unaudited interim condensed consolidated financial information as of September 30, 2023 and for the nine months ended September 30, 2023 and 2022 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of September 30, 2023 and its unaudited condensed consolidated results of operations for the three months and nine months ended September 30, 2023 and 2022, and its unaudited condensed consolidated cash flows for the nine months ended September 30, 2023 and 2022, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties; and (v) contingencies and litigation. Foreign currency The Company’s financial information is presented in U.S. dollars (“ USD RMB (b) Convertible promissory notes Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. (c) Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible promissory notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible promissory notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable is retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. (d) Recent accounting pronouncement 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 (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Group is currently evaluating the impact of the new guidance on the consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after 15 December 2023, including interim periods within those fiscal years. Early adoption is permitted. The Group does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Loans Receivable from Third Par
Loans Receivable from Third Parties | 9 Months Ended |
Sep. 30, 2023 | |
Loans Receivable from Third Parties [Abstract] | |
LOANS RECEIVABLE FROM THIRD PARTIES | 3. LOANS RECEIVABLE FROM THIRD PARTIES September 30, December 31, Loans receivable from third parties $ 201,957,435 $ 143,174,634 As of September 30, 2023, the Company has 11 loan agreements compared with 11 loan agreements on December 31, 2022. The Company provided loans aggregating $137,770,733 for the purpose of making use of idle cash and maintaining long-term customer relationships and collected $78,987,932.21 during the nine months ended September 30, 2023. These loans will mature from Oct 2023 through September 2024, and charges an interest rate of 10.95% per annum on these customers. Interest income of $5,124,625 and $4,659,169 was recognized for the three months ended September 30, 2023 and 2022, respectively. Interest income of $14,481,640 and $13,414,369 was recognized for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company recorded an interest receivable of $5,425,655 and $3,337,655 as reflected under “other current assets” in the unaudited condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022 there was no allowance recorded as the Company considers all of the loans receivable fully collectible. |
Inventories, Net
Inventories, Net | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | 4. INVENTORIES, NET The Company’s inventories consist of zinc ingots, etc., that were purchased from third parties for resale to third parties. Inventories consisted of the following: September 30 December 31, Zinc ingots $ 269,732 $ 475,096 Less: impairment for inventories - (16,939 ) Inventories, net $ 269,732 $ 458,157 For the nine months ended September 30, 2023, the Company charged back impairment of $16,939 as the impaired inventories have been sold. |
Plant and Equipment, Net
Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Plant and Equipment, Net [Abstract] | |
PLANT AND EQUIPMENT, NET | 5. PLANT AND EQUIPMENT, NET September 30, December 31, Cost: Office equipment $ 43,415 $ 9,747 Accumulated depreciation: Office equipment $ (9,435 ) $ (3,377 ) Plant and equipment, net $ 33,980 $ 6,370 Depreciation expense was $6,289 for the nine months ended September 30, 2023. Depreciation expense was $3,377 for the twelve months ended December 31, 2022. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill [Abstract] | |
GOODWILL | 6. GOODWILL Changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2023 and December 31, 2022 were as follows: Acquisition Contractual Total Balance as of December 31, 2020 (i) $ 69,322,325 $ - $ 69,322,325 Foreign currency translation adjustments 1,705,958 - 1,705,958 Balance as of December 31, 2021 $ 71,028,283 $ - $ 71,028,283 Additions (ii) - 92,505,479 92,505,479 Foreign currency translation adjustments (6,005,881 ) 2,685,669 (3,320,212 ) Balance as of December 31, 2022 $ 65,022,402 $ 95,191,148 $ 160,213,550 Foreign currency translation adjustments (1,948,915 ) (2,853,162 ) (4,802,077 ) Balance as of September 30, 2023 $ 63,073,487 $ 92,337,986 $ 155,411,473 (i) The goodwill associated with the acquisition of Shenzhen Baiyu Jucheng was initially recognized at the acquisition closing date on October 26, 2020. (ii) During the year ended December 31, 2022, the goodwill associated with the contractual arrangement with Tongdow Internet Technology was initially recognized at the date on October 17, 2022. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the reporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed with the two-step goodwill impairment test. No impairment loss or other changes were recorded, except for the influence of foreign currency translation for the nine months ended September 30, 2023 and the year ended December 31, 2022. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 7. INTANGIBLE ASSETS September 30, December 31, Customer relationships $ 18,304,131 $ 18,869,713 Software copyright 46,380,122 47,813,227 Total 64,684,253 66,682,940 Less: accumulative amortization (18,056,187 ) (12,568,213 ) Intangible assets, net $ 46,628,066 $ 54,114,727 The Company’s intangible assets consist of customer relationships and software copyright. Customer relationships are generally recorded in connection with acquisitions at their fair value and the software copyrights were purchased in March 2021 and recorded in connection with the contractual arrangement with Shenzhen Tongdow Internet Technology Co., Ltd. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives: 6.2 years for customer relationships, 6.83 years for one kind of software copyright purchased in March 2021 and 10 years for the other kind of software copyright recorded in connection with the contractual arrangement with Shenzhen Tongdow Internet Technology Co., Ltd. to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the nine months ended September 30, 2023, the Company amortized $6,002,628. For the nine months ended September 30, 2022, the Company amortized $2,967,735. No impairment loss was made against the intangible assets during the nine months ended September 30, 2023. The estimated amortization expense for these intangible assets in the next five years and thereafter is as follows: Period ending September 30, 2023: Amount current year $ 1,954,894 2024 7,819,574 2025 7,819,574 2026 7,819,574 2027 7,819,574 Thereafter 13,394,876 Total: $ 46,628,066 |
Bank Borrowings
Bank Borrowings | 9 Months Ended |
Sep. 30, 2023 | |
Bank Borrowings [Abstract] | |
BANK BORROWINGS | 8. BANK BORROWINGS Bank borrowings represent the amounts due to Baosheng County Bank and to Bank of Communications. As of September 30, 2023 and December 31, 2022, bank loans consisted of the following: September 30, 2023 December 31, 2022 Short-term bank loans: Loan from Baosheng County Bank $ 974,958 $ 1,005,083 Bank of Communications 68,386 - Total: 1,043,344 1,005,083 In August 2022, Qianhai Baiyu entered into five loan agreements with Baosheng County Bank to borrow a total amount of RMB7.0 million as working capital for one year, with the maturity in August 2023. The five loans bear a fixed interest rate of 7.8% per annum and are guaranteed by Shenzhen Herun Investment Co., Ltd, Li Hongbin and Wang Shuang. In August 2023, Qianhai Baiyu entered into a loan agreement with the Bank of Communications, borrowing a total of RMB 4.91 million yuan as a two-year working capital, due in August 2024. For the nine months ended September 30, 2023, the Company paid interest expense on bank loans of $194. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | 9. LEASES The Company leases two offices under non-cancelable operating leases, two leases with terms of 38 months and the remaining lease term of 24 months. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right-of-use assets and lease liabilities. The amortization of right-of-use assets for lease payment is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company determines whether a contract is or contains a lease at the inception of the contract and whether that lease meets the classification criteria of finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Supplemental consolidated balance sheet information related to the operating lease was as follows: September 30, December 31, Right-of-use lease assets, net $ 104,679 $ 196,826 Lease Liabilities-current $ 93,114 $ 116,170 Lease liabilities-non current 15,103 84,164 Total $ 108,217 $ 200,334 The weighted average remaining lease terms and discount rates for the operating lease were as follows as of September 30, 2023: Remaining lease term and discount rate: Weighted average remaining lease term (years) 0.17-1.5 Weighted average discount rate 4.75%-5.00% For the nine months ended September 30, 2023 and 2022, the Company charged total amortization of right-of-use assets of $68,877 and $248,475 respectively. For the three months ended September 30, 2023 and 2022, the Company charged total amortization of right-of-use assets of $7,737 and $78,391 respectively. The following is a schedule, by fiscal quarter, of maturities of lease liabilities as of September 30, 2023: Period ending September 30, 2023: Amount current year $ 52,233 2024 86,343 Total lease payments 138,576 Less: imputed interest 30,359 Present value of lease liabilities $ 108,217 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | 10. OTHER CURRENT LIABILITIES September 30, December 31, Accrued payroll and benefit $ 1,834,151 $ 1,831,506 Other tax payable 4,310,625 3,451,928 Others 16,863 65,212 Total $ 6,161,639 $ 5,348,646 |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 11. CONVERTIBLE PROMISSORY NOTES September 30, December 31, Convertible promissory notes – principal $ 4,773,223 $ 4,053,982 Convertible promissory notes – discount (565,126 ) (325,416 ) Convertible promissory notes – interest 593,869 479,575 Convertible promissory notes, net $ 4,801,966 $ 4,208,141 On October 4, 2021, the Company entered into a securities purchase agreement with Atlas Sciences, LLC, a Utah limited liability company, pursuant to which the Company issued the investor an unsecured promissory note on October 4, 2021 in the original principal amount of $2,220,000, convertible into shares of the Company’s common stock, for $2,000,000 in gross proceeds. The Company settled convertible promissory notes of $125,000 on December 30, 2022, $125,000 on January 10, 2023, $125,000 on January 18, 2023, $250,000 on February 2, 2023, $250,000 on March 2, 2023, $250,000 on April 5, 2023 and $102,214.66 on June 20, 2023, respectively, and issued 148,399, 147,824, 147,475, 292,987, 279,567, 357,142 and 208,976 shares of the Company’s common stock on January 6, 2023, on January 12, 2023, January 18, 2023, February 3, 2023, March 2, 2023, April 10, 2023 and June 21, 2023, respectively for the nine months ended September 30, 2023. As of September 30, 2023, the c On May 6, 2022, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company issued the investor a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of Common Stock, $0.001 par value per share, of the Company, for $3,000,000 in gross proceeds. By written consent dated May 10, 2022, as permitted by Section 228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement dated as of May 6, 2022 by and between the Company and Investor, pursuant to which the Company issued the note dated as of May 6, 2022 to the investor; and (ii) the issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The Company settled convertible promissory notes of $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February 15, 2023, $250,000 on March 8, 2023,$125,000 on March 24, 2023 and $150,000 on September 14, 2023, respectively, and issued 235,960, 234,389, 205,090, 292,987, 279,567,145,660 and 1,153,846 shares of the Company’s common stock on January 19, 2023, February 6, 2023, February 8, 2023, February 15, 2023, March 15, 2023,March 29, 2023 and September 15, 2023,respectively for the nine months ended September 30, 2023. On March 13, 2023, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company issued the investor a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of Common Stock, $0.001 par value per share, of the Company, for $3,000,000 in gross proceeds. By written consent dated March 6, 2023, as permitted by Section 228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement, with terms substantially the same as the agreement attached in the aforesaid purchase agreement, by and between the Company and Investor, pursuant to which the Company issued an unsecured convertible promissory to the investor; and (ii) the issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The Company settled convertible promissory notes of $300,000 on September 7, 2023, and issued 2,091,466 shares of the Company’s common stock on September 12, 2023, for the nine months ended September 30, 2023. The above two unsettled c Upon evaluation, the Company determined that the Agreements contained embedded beneficial conversion features which met the definition of Debt with Conversion and Other Options covered under the Accounting Standards Codification topic 470 (“ ASC 470 023, the Company has recognized the amortization of beneficial conversion feature $218,750 and $266,292 to profit. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY | 12. EQUITY Common stock issued in private placements On January 9, 2023, the Company entered into a certain securities purchase agreement with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons, (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 35,000,000 shares of its common stock, at a purchase price of $1.21 per share (“ January 2023 PIPE Common stock issued pursuant to the conversion of convertible promissory notes The Company settled convertible promissory notes issued on October 4, 2021 of $125,000 on December 30, 2022, $125,000 on January 10, 2023, $125,000 on January 18, 2023, $250,000 on February 2, 2023, $250,000 on March 2, 2023, $250,000 on April 5, 2023, and $102,214.66 on June 20, 2023 respectively, and issued 148,399, 147,824, 147,475, 292,987, 279,567, 357,142, and 208,976 shares of the Company’s common stock on January 6, 2023, January 12, 2023, January 18, 2023, February 3, 2023, March 2, 2023, on April 10, 2023, and June 21, 2023 respectively for the nine months ended September 30, 2023. The Company settled convertible promissory notes issued on May 6, 2022 of $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February 15, 2023, $250,000 on March 8, 2023, $125,000 on March 24, 2023,and $150,000 on September 14, 2023, respectively, and issued 235,960, 234,389, 205,090, 292,987, 279,567,145,660 and 1,153,846 shares of the Company’s common stock on January 19, 2023, February 6, 2023, February 8, 2023, February 15, 2023, March 15, 2023, March 29, 2023, and September 15, 2023, respectively for the nine months ended September 30, 2023. The Company settled convertible promissory notes of $300,000 on September 7, 2023, and issued 2,091,466 shares of the Company’s common stock on September 12, 2023, for the nine months ended September 30, 2023. Reverse stock split of common stock On August 8, 2022, The Company completed a five (5) for one (1) reverse stock split of our issued and outstanding common stock, par value $0.001 per share. On October 30, 2023, The Company completed a fifty (50) for one (1) reverse stock split of our issued and outstanding common stock, par value $0.001 per share. Settlement and Restated Common Stock Purchase Agreement On January 19, 2021, the Company entered into a common stock purchase agreement, with White Lion Capital, LLC, a Nevada limited liability company (the “investor”), and on September 13, 2021, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with the investor. Pursuant to the Settlement Agreement, the Company and the investor agreed that on any trading day selected by the Company, provided that the closing price of the Company’s common stock, par value $0.001 per share, on the date of purchase notice is greater than or equal to $1.00 and there is an effective registration statement for the resale by the investor of the purchase notice shares, the Company has the right, but not the obligation, to present the investor with a purchase notice, directing the investor to purchase up to certain amount shares of the Company’s Common Stock. On December 12, 2022, the Company entered into a Settlement and Restated Common Stock Purchase Agreement (the “Restated Agreement”) with White Lion Capital, LLC (the “investor”). Pursuant to the Restated Agreement, in consideration for the investor’s execution and delivery of, and performance under the Restated Agreement, the Company agreed to issue to the investor 300,000 unregistered shares of Common Stock within five business days of execution of the Restated Agreement. In addition, within thirty days of the execution of the Restated Agreement, the Company shall deliver to the investor a purchase notice for 489,306 shares of Common Stock (the “First Purchase Notice”) at a purchase price of 80% of the lowest daily volume-weighted average price (“VWAP”) of the Company’s Common Stock during the valuation period as defined in the Restated Agreement (the “Purchase Price”). Within thirty days of the closing of the First Purchase Notice, the Company shall deliver to the investor a purchase notice for 200,000 purchase notice shares (the “Second Purchase Notice”) at the Purchase Price. Between the closing date of the Second Purchase Notice and the period ending on the earlier of (i) March 31, 2023 or (ii) the date on which the investor shall have purchased an aggregate of 2,889,306 purchase notice shares, the Company shall have the right, but not the obligation, to direct the Investor to purchase up to 1,900,000 purchase notice shares at which (i) the first 600,000 purchase notice shares shall be at the Purchase Price and (ii) any remaining purchase notice shares shall be at a purchase price of 85% of the lowest daily VWAP of the Company’s Common Stock during the valuation period as defined in the Restated Agreement. According to the agreement, the company has issued 478,468 and 200,000 shares of common stock on January 20 2023 and February 1 2023, and received proceeds of $400,182 and $158,891 in January 2023 and February 2023. Warrants A summary of warrants activity for the nine months ended September 30, 2023 was as follows: Number of Weighted Weighted Intrinsic Balance of warrants outstanding and exercisable as of December 31, 2022 3,854,674 3.70 years $ 7.15 - Granted - - - - Exercised - - - - Balance of warrants outstanding and exercisable as of September 30, 2023 3,854,674 2.95 years $ 7.15 - As of September 30, 2023, the Company had 3,854,674 shares of warrants, among which 54,674 shares of warrants were issued to two individuals in private placements, and 3,800,000 shares of warrants were issued in three private placements closed on September 22, 2021. In connection with 3,800,000 shares of warrants, the Company issued warrants to investors to purchase a total of 3,800,000 common stock with a warrant term of five (5) years. The warrants have an exercise price of $5.75 per share. The Warrants ended on September 30, 2023 are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, but not as a result of future securities offerings at lower prices. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as equity. |
Income Per Share
Income Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Income Per Share [Abstract] | |
INCOME PER SHARE | 13. INCOME PER SHARE Basic income per share is computed by dividing the net profit or loss by the weighted average number of common shares outstanding during the period. As of September 30, 2023, the principal amount and interest expense of convertible promissory notes are $4,773,223 and $593,869. Total obligations of $5,367,092 may be dilutive common shares in the future. The number of warrants is excluded from the computation as the anti-dilutive effect. The following table sets forth the computation of basic and diluted income per common share for the nine months ended September 30, 2023 and 2022 respectively: For the Nine Months Ended 2023 2022 Net income(loss) $ (3,707,295 ) $ 4,323,050 Weighted Average Shares Outstanding-Basic 3,074,862 918,236 Weighted Average Shares Outstanding- Diluted 4,006,649 1,039,221 Net income per share - basic and diluted Net income per share - basic $ (1.21 ) $ 4.71 Net income per share - diluted $ (0.93 ) $ 4.16 For the Three Months Ended 2023 2022 Net income $ 679,658 $ 1,303,922 Weighted Average Shares Outstanding-Basic 3,209,597 1,103,161 Weighted Average Shares Outstanding-Diluted 4,141,383 1,224,145 Net income per share - basic and diluted Net income per share - basic $ 0.21 $ 1.18 Net income per share - diluted $ 0.16 $ 1.07 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The Enterprise Income Tax Law of the People’s Republic of China (“ PRC tax law The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the nine months ended September 30, 2023, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a VIE. As of September 30, 2023 and December 31, 2022, the Company had deferred tax assets of $10,964,059 and $7,841,745, respectively. The Company maintains a full valuation allowance on its net deferred tax assets as of September 30, 2023. The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense. For the nine months ended September 30, 2023 and 2022, the Company had current income tax expenses of $3,444,639 and $3,190,396, respectively, and deferred income tax benefit of $569,365 and $604,813 in the connection of intangible assets generated from the acquisition of Shenzhen Baiyu Jucheng, respectively. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of September 30, 2023 and December 31, 2022 and the Company does not believe that its unrecognized tax benefits will change over the next 12 months. |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions and Balances [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 15. RELATED PARTY TRANSACTIONS AND BALANCES 1) Nature of relationships with related parties Name Relationship with the Company Shenzhen Tongdow International Trade Co., Ltd. (“TD International Trade”) Controlled by an immediate family member of Chief Executive Officer of the Company Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”) Wholly owned by Tongdow E-commerce, which is controlled by an immediate family member of Chief Executive Officer of the Company Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Yangzhou Lishunwu E-commerce Co., Ltd. (Formerly named: Yangzhou Tongdow E-commerce Co., Ltd.) (“Yangzhou TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) Controlled by Chief Executive Officer of the Company Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) Wholly owned by Shenzhen Meifu Hainan Tongdow International Trade Co.,Ltd. (“Hainan TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Yunfeihu modern logistics Co.,Ltd. (“Yunfeihu Logistics”) Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Tongdow Jingu Investment Holding Co., Ltd. (“Shenzhen Jingu”) Controlled by an immediate family member of Chief Executive Officer of the Company Tongdow E-commerce Group Co., Ltd. (“TD E-commerce”) Controlled by an immediate family member of Chief Executive Officer of the Company Katie Ou Shareholder of the Company 2) Balances with related parties - Due to related party September 30, December 31, TD E-commerce $ 37,605,504 $ 38,767,481 Total due to related party $ 37,605,504 $ 38,767,481 The amount due to related party is non-trade in nature, unsecured, non-interest bearing and are not expected to be repaid in the next 12 months. For the Twelve Months Ended 2022 2021 Tongdow E-trade Limited $ 2,300,000 $ 6,960,000 Total internal fund transfers $ 2,300,000 $ 6,960,000 In 2021 and 2022, the Company transferred cash in the amount if US$6.96 million and US$2.30 million, respectively, to its PRC subsidiaries through our offshore intermediary holding entities by way of capital contribution. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES 1) Commitments a Non-cancellable operating leases The following table sets forth our contractual obligations as of September 30, 2023: Payment due by September 30 Total 2024 2025 2026 Operating lease commitments for property management expenses under lease agreement $ 12,700 $ 12,700 $ - $ - 2) Contingencies None. |
Risks and Uncertainties
Risks and Uncertainties | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 17. Risks and uncertainties (1) Credit risk Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents and trade receivables with its customers. The maximum exposure of such assets to credit risk is their carrying amount as of the balance sheet dates. As of September 30, 2023, approximately $0.10 million was primarily deposited in financial institutions located in Mainland China, which were uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily place cash deposits with large financial institutions in China, which management believes are of high credit quality. The Company considers the credit standing of customers when making sales to manage the credit risk. Considering the nature of the business at current, the Company believes that the credit risk is not material to its operations. The Company’s operations are carried out in Mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors. (2) Liquidity risk The Company is also exposed to liquidity risk which is the risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage. On May 15, 2023, the Company received a notification letter from Nasdaq notifying the Company that the minimum bid price per share for its common shares has been below $1.00 for a period of 30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2). The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq. Under the Nasdaq Listing Rules, the Company has until November 13, 2023 to regain compliance. If at any time during such 180-day period the closing bid price of the Company’s common shares is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company written confirmation of compliance. (3) Foreign currency risk Substantially all of the Company’s operating activities and the Company’s major assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“ PBOC The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significant affected. Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods: September 30, December 31, 2023 2022 Balance sheet items, except for equity accounts 7.1798 6.9646 For the nine months ended 2023 2022 Items in the consolidated statements of operations and comprehensive income (loss), and statements of cash flows 7.0148 6.3504 (4) Economic and political risks Our business could be materially and adversely affected by the outbreak of a widespread health epidemic, such as COVID-19, swine flu, avian influenza, severe acute respiratory syndrome, Ebola and Zika; natural disasters, such as earthquakes, snowstorms, storm surges, floods, fires, drought and other extreme weather events and other effects of climate change; or other events, such as wars, acts of terrorism, environmental accidents, power shortages or communication interruptions. The occurrence of a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments in China or elsewhere in the world could materially disrupt our industry and our business and operations, and have a material adverse effect on our business, financial condition and results of operations. For example, these events could cause a temporary closure of the facilities we use for our operations, significantly disrupt supply chains and logistics services or severely impact consumer behaviors and the operations of merchants, business partners and other participants in our ecosystem. Our operations could also be disrupted if any of our employees or employees of our business partners are suspected of contracting an epidemic disease, since this could require us or our business partners to quarantine some or all of these employees or disinfect the facilities used for our operations. In addition, our revenue and profitability could be materially reduced to the extent that a natural disaster, health epidemic or other outbreak or any change in policy in response to such event harms the global or PRC economy in general. In particular, the global outbreak of the COVID-19 pandemic continued to have a significant negative impact on the global economy in fiscal year 2023, which has adversely affected our business and financial results. From early 2020 to early 2023, the COVID-19 pandemic triggered a series of lock-downs, social distancing requirements and travel restrictions that significantly and negatively affected our various businesses in China, particularly our China commerce and local consumer services businesses. Our key international commerce businesses also experienced a negative impact. The COVID-19 pandemic also presented challenges to our business operations as well as the business operations of our merchants, business partners and other participants in our ecosystem, such as closure of offices and facilities, disruptions to or even suspensions of normal business and logistics operations, as well as restrictions on travel. Starting in December 2022, China has lifted most of the COVID-19-induced travel restrictions and quarantine requirements. From late December 2022 to early 2023, certain parts of China experienced COVID-19 resurgence, which caused significant disruption to our business operations in these regions. It is not possible to determine the impact of the COVID-19 pandemic on our business operations and financial results going forward, which is highly dependent on numerous factors, including the frequency, duration and spread of the outbreaks of the COVID-19 pandemic (including any new variant with different characteristics) in China or elsewhere, actions taken by governments, the response of businesses and individuals to the pandemic, the impact of the pandemic on business and economic conditions in China and globally, consumer demand, our ability and the ability of merchants, retailers, logistics service providers and other participants in our ecosystem to continue operations in areas affected by the pandemic and our efforts and expenditures to support merchants and partners and ensure the safety of our employees. The COVID-19 pandemic may continue to adversely affect our business and results of operations. (5) Risks related to industry The Company sells precious products to customers through our industrial relationship. Sales contracts are entered into with each individual customer. The Company is the principal under the precious metal direct sales model as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the precious metal products before they are sold to its customers. The Company has a single performance obligation to sell metal products to the buyers. Revenue for precious metal trading under direct sales model is recognized at a point in time when the single performance obligation is satisfied when the products are delivered to the customer. We are under the risk of economic environment in general and specific to the precious metal industry and to China as well as changes to the existing governmental regulations. Commodity trading in China is subject to seasonal fluctuations, which may cause our revenues to fluctuate from quarter to quarter. We generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Consequently, the first quarter of each calendar year generally contributes the smallest portion of our annual revenues. Furthermore, as we are substantially dependent on sales of precious metals, our quarterly revenues and results of operations are likely to be affected by price fluctuation under macroeconomic circumstances these years. As our revenues have grown rapidly in recent years, these factors are difficult to discern based on our historical results, which, therefore, should not be relied on to predict our future performance. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the trading price of our stock may fluctuate from time to time due to seasonality. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS On September 29, 2023, the stockholders of the Company approved a form of certificate of amendment of certificate of incorporation (the “ Certificate of Amendment Board Name Change On October 19, 2023, the Company filed the Certificate of Amendment to effect the Name Change and a reverse stock split at the split ratio of one-for-fifty (the “ Reverse Split As a result of the reverse stock split Following the Name Change, any stock certificates that reflect the former name of the Company will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent. The new CUSIP number of the common stock following the Reverse Split is 87250W301. The Company’s Common Stock began trading under its new ticker “BYU” on a Reverse Split-adjusted basis on Nasdaq on October 30, 2023. The Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no other items to disclose or require adjustments. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP The unaudited interim condensed consolidated financial information as of September 30, 2023 and for the nine months ended September 30, 2023 and 2022 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of September 30, 2023 and its unaudited condensed consolidated results of operations for the three months and nine months ended September 30, 2023 and 2022, and its unaudited condensed consolidated cash flows for the nine months ended September 30, 2023 and 2022, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties; and (v) contingencies and litigation. |
Foreign currency | Foreign currency The Company’s financial information is presented in U.S. dollars (“ USD RMB |
Convertible promissory notes | (b) Convertible promissory notes Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. |
Beneficial conversion feature | (c) Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible promissory notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible promissory notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable is retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Recent accounting pronouncement | (d) Recent accounting pronouncement 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 (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Group is currently evaluating the impact of the new guidance on the consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after 15 December 2023, including interim periods within those fiscal years. Early adoption is permitted. The Group does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Business Des_2
Organization and Business Description (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Business Description [Abstract] | |
Schedule of corporate structure | Supply chain management services consist of loan recommendation services and commodity product distribution services. Name Background Ownership HC High Summit Holding Limited (“HC High BVI”) A BVI company Incorporated on March 22, 2018 A holding company 100% owned by the Company TD Internet of Things Technology Company A Hong Kong company Incorporated on February 14, 2020 100% owned by HC High BVI Limited (“TD Internet Technology”) (Formerly Named: Tongdow Block Chain Information Technology Company Limited) A holding company Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) A Hong Kong company Incorporated on June 19, 2002 A holding company 100% owned by HC High BVI Tongdow E-trade Limited (“Tongdow HK”) A Hong Kong company Incorporated on November 25, 2010 A holding company 100% owned by HC High BVI Shanghai Jianchi Supply Chain Co., Ltd. (“Shanghai Jianchi”) A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) Incorporated on April 2, 2020 Registered capital of $10 million A holding company WFOE, 100% owned by TD Internet Technology Tongdow (Hainan) Data Technology Co., Ltd. (“Tondow Hainan”) A PRC limited liability company Incorporated on July 16, 2020 Registered capital of $1,417,736 (RMB 10 million) A wholly owned subsidiary of Shanghai Jianchi Hainan Jianchi Import and Export Co., Ltd. (“Hainan Jianchi”) A PRC limited liability company Incorporated on December 21, 2020 Registered capital of $7,632,772 (RMB50 million) with registered capital of $0 (RMB0) paid-up A wholly owned subsidiary of Shanghai Jianchi Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd. (“Shenzhen Baiyu Jucheng”) A PRC limited liability company Incorporated on December 30, 2013 Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid- up VIE of Hao Limo Technology (Beijing) Co., Ltd. before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) A PRC limited liability company Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB 30 million) with registered capital of $736,506 (RMB 5 million) paid-up A wholly owned subsidiary of Shenzhen Baiyu Jucheng Shenzhen Tongdow Internet Technology Co., Ltd. (“Shenzhen Tongdow”) A PRC limited liability company Incorporated on November 11, 2014 Registered capital of $1,628,320 (RMB10 million) with registered capital of $1,628,320 (RMB10 million) paid-up VIE of Shenzhen Baiyu Jucheng Yangzhou Baiyu Venture Capital Co. Ltd. (“Yangzhou Baiyu Venture”) A PRC limited liability company Incorporated on April 19, 2021 Registered capital of $30 million with registered capital of $7 million paid-up WFOE, 100% owned by Tongdow HK Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. (“Yangzhou Baiyu E-commerce”) A PRC limited liability company Incorporated on May 14, 2021 Registered capital of $30 million (RMB200 million) with registered capital of $7 million (RMB48 million) paid-up 100% owned by Yangzhou Baiyu Venture Zhejiang Baiyu Lightweight New Material Co., Ltd. (“Zhejiang Baiyu”) A PRC limited liability company Incorporated on August 5, 2022 Registered capital of $1,483,569 (RMB10 million) 100% owned by Yangzhou Baiyu E-commerce Baiyu International Supply Chain PTE.LTD A Singapore company Incorporated on Jun 28, 2023 100% owned by HC High BVI |
Loans Receivable from Third P_2
Loans Receivable from Third Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loans Receivable from Third Parties [Abstract] | |
Schedule of Loans Receivable from Third Parties | September 30, December 31, Loans receivable from third parties $ 201,957,435 $ 143,174,634 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory, Net [Abstract] | |
Schedule of inventories | The Company’s inventories consist of zinc ingots, etc., that were purchased from third parties for resale to third parties. Inventories consisted of the following: September 30 December 31, Zinc ingots $ 269,732 $ 475,096 Less: impairment for inventories - (16,939 ) Inventories, net $ 269,732 $ 458,157 |
Plant and Equipment, Net (Table
Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Plant and Equipment, Net [Abstract] | |
Schedule of Plant and Equipment, Net | September 30, December 31, Cost: Office equipment $ 43,415 $ 9,747 Accumulated depreciation: Office equipment $ (9,435 ) $ (3,377 ) Plant and equipment, net $ 33,980 $ 6,370 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill [Abstract] | |
Schedule of Carrying Amount of Goodwill by Segment | Changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2023 and December 31, 2022 were as follows: Acquisition Contractual Total Balance as of December 31, 2020 (i) $ 69,322,325 $ - $ 69,322,325 Foreign currency translation adjustments 1,705,958 - 1,705,958 Balance as of December 31, 2021 $ 71,028,283 $ - $ 71,028,283 Additions (ii) - 92,505,479 92,505,479 Foreign currency translation adjustments (6,005,881 ) 2,685,669 (3,320,212 ) Balance as of December 31, 2022 $ 65,022,402 $ 95,191,148 $ 160,213,550 Foreign currency translation adjustments (1,948,915 ) (2,853,162 ) (4,802,077 ) Balance as of September 30, 2023 $ 63,073,487 $ 92,337,986 $ 155,411,473 (i) The goodwill associated with the acquisition of Shenzhen Baiyu Jucheng was initially recognized at the acquisition closing date on October 26, 2020. (ii) During the year ended December 31, 2022, the goodwill associated with the contractual arrangement with Tongdow Internet Technology was initially recognized at the date on October 17, 2022. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | September 30, December 31, Customer relationships $ 18,304,131 $ 18,869,713 Software copyright 46,380,122 47,813,227 Total 64,684,253 66,682,940 Less: accumulative amortization (18,056,187 ) (12,568,213 ) Intangible assets, net $ 46,628,066 $ 54,114,727 |
Schedule of Estimated Amortization Expense for these Intangible Assets | The estimated amortization expense for these intangible assets in the next five years and thereafter is as follows: Period ending September 30, 2023: Amount current year $ 1,954,894 2024 7,819,574 2025 7,819,574 2026 7,819,574 2027 7,819,574 Thereafter 13,394,876 Total: $ 46,628,066 |
Bank Borrowings (Tables)
Bank Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Bank Borrowings [Abstract] | |
Schedule of Bank Borrowings | Bank borrowings represent the amounts due to Baosheng County Bank and to Bank of Communications. As of September 30, 2023 and December 31, 2022, bank loans consisted of the following: September 30, 2023 December 31, 2022 Short-term bank loans: Loan from Baosheng County Bank $ 974,958 $ 1,005,083 Bank of Communications 68,386 - Total: 1,043,344 1,005,083 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Operating Lease | Supplemental consolidated balance sheet information related to the operating lease was as follows: September 30, December 31, Right-of-use lease assets, net $ 104,679 $ 196,826 Lease Liabilities-current $ 93,114 $ 116,170 Lease liabilities-non current 15,103 84,164 Total $ 108,217 $ 200,334 |
Schedule of Weighted Average Remaining Lease Terms and Discount Rates for the Operating Lease | The weighted average remaining lease terms and discount rates for the operating lease were as follows as of September 30, 2023: Remaining lease term and discount rate: Weighted average remaining lease term (years) 0.17-1.5 Weighted average discount rate 4.75%-5.00% |
Schedule of Maturities of Lease Liabilities | The following is a schedule, by fiscal quarter, of maturities of lease liabilities as of September 30, 2023: Period ending September 30, 2023: Amount current year $ 52,233 2024 86,343 Total lease payments 138,576 Less: imputed interest 30,359 Present value of lease liabilities $ 108,217 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Liabilities [Abstract] | |
Schedule of Other Current Liabilities | September 30, December 31, Accrued payroll and benefit $ 1,834,151 $ 1,831,506 Other tax payable 4,310,625 3,451,928 Others 16,863 65,212 Total $ 6,161,639 $ 5,348,646 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Promissory Notes [Abstract] | |
Schedule of Convertible Promissory Notes | September 30, December 31, Convertible promissory notes – principal $ 4,773,223 $ 4,053,982 Convertible promissory notes – discount (565,126 ) (325,416 ) Convertible promissory notes – interest 593,869 479,575 Convertible promissory notes, net $ 4,801,966 $ 4,208,141 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrants activity for the nine months ended September 30, 2023 was as follows: Number of Weighted Weighted Intrinsic Balance of warrants outstanding and exercisable as of December 31, 2022 3,854,674 3.70 years $ 7.15 - Granted - - - - Exercised - - - - Balance of warrants outstanding and exercisable as of September 30, 2023 3,854,674 2.95 years $ 7.15 - |
Income Per Share (Tables)
Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loss Per Share Table [Abstract] | |
Schedule of Basic and Diluted Income Per Common Share | The following table sets forth the computation of basic and diluted income per common share for the nine months ended September 30, 2023 and 2022 respectively: For the Nine Months Ended 2023 2022 Net income(loss) $ (3,707,295 ) $ 4,323,050 Weighted Average Shares Outstanding-Basic 3,074,862 918,236 Weighted Average Shares Outstanding- Diluted 4,006,649 1,039,221 Net income per share - basic and diluted Net income per share - basic $ (1.21 ) $ 4.71 Net income per share - diluted $ (0.93 ) $ 4.16 For the Three Months Ended 2023 2022 Net income $ 679,658 $ 1,303,922 Weighted Average Shares Outstanding-Basic 3,209,597 1,103,161 Weighted Average Shares Outstanding-Diluted 4,141,383 1,224,145 Net income per share - basic and diluted Net income per share - basic $ 0.21 $ 1.18 Net income per share - diluted $ 0.16 $ 1.07 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions and Balances [Abstract] | |
Schedule of Relationship with Related Parties | Nature of relationships with related parties Name Relationship with the Company Shenzhen Tongdow International Trade Co., Ltd. (“TD International Trade”) Controlled by an immediate family member of Chief Executive Officer of the Company Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”) Wholly owned by Tongdow E-commerce, which is controlled by an immediate family member of Chief Executive Officer of the Company Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Yangzhou Lishunwu E-commerce Co., Ltd. (Formerly named: Yangzhou Tongdow E-commerce Co., Ltd.) (“Yangzhou TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) Controlled by Chief Executive Officer of the Company Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) Wholly owned by Shenzhen Meifu Hainan Tongdow International Trade Co.,Ltd. (“Hainan TD”) Controlled by an immediate family member of Chief Executive Officer of the Company Yunfeihu modern logistics Co.,Ltd. (“Yunfeihu Logistics”) Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Tongdow Jingu Investment Holding Co., Ltd. (“Shenzhen Jingu”) Controlled by an immediate family member of Chief Executive Officer of the Company Tongdow E-commerce Group Co., Ltd. (“TD E-commerce”) Controlled by an immediate family member of Chief Executive Officer of the Company Katie Ou Shareholder of the Company |
Schedule of Due to Related Parties | Due to related party September 30, December 31, TD E-commerce $ 37,605,504 $ 38,767,481 Total due to related party $ 37,605,504 $ 38,767,481 |
Schedule of Due to Related Party | The amount due to related party is non-trade in nature, unsecured, non-interest bearing and are not expected to be repaid in the next 12 months. For the Twelve Months Ended 2022 2021 Tongdow E-trade Limited $ 2,300,000 $ 6,960,000 Total internal fund transfers $ 2,300,000 $ 6,960,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Contractual Obligations | The following table sets forth our contractual obligations as of September 30, 2023: Payment due by September 30 Total 2024 2025 2026 Operating lease commitments for property management expenses under lease agreement $ 12,700 $ 12,700 $ - $ - |
Risks and Uncertainties (Tables
Risks and Uncertainties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Translation of Amounts | Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods: September 30, December 31, 2023 2022 Balance sheet items, except for equity accounts 7.1798 6.9646 For the nine months ended 2023 2022 Items in the consolidated statements of operations and comprehensive income (loss), and statements of cash flows 7.0148 6.3504 |
Organization and Business Des_3
Organization and Business Description (Details) - Schedule of Corporate Structure | 9 Months Ended |
Sep. 30, 2023 | |
HC High Summit Holding Limited (“HC High BVI”) [Member] | |
Business Acquisition [Line Items] | |
Name | HC High Summit Holding Limited (“HC High BVI”) |
Background | A BVI company Incorporated on March 22, 2018 A holding company |
Ownership | 100% owned by the Company |
TD Internet of Things Technology Company [Member] | |
Business Acquisition [Line Items] | |
Name | TD Internet of Things Technology Company |
Background | A Hong Kong company Incorporated on February 14, 2020 |
Ownership | 100% owned by HC High BVI |
Limited (“TD Internet Technology”) (Formerly Named: Tongdow Block Chain Information Technology Company Limited) [Member] | |
Business Acquisition [Line Items] | |
Name | Limited (“TD Internet Technology”) (Formerly Named: Tongdow Block Chain Information Technology Company Limited) |
Background | A holding company |
Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) [Member] | |
Business Acquisition [Line Items] | |
Name | Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) |
Background | A Hong Kong company Incorporated on June 19, 2002 A holding company |
Ownership | 100% owned by HC High BVI |
Tongdow E-trade Limited (“Tongdow HK”) [Member] | |
Business Acquisition [Line Items] | |
Name | Tongdow E-trade Limited (“Tongdow HK”) |
Background | A Hong Kong company Incorporated on November 25, 2010 A holding company |
Ownership | 100% owned by HC High BVI |
Shanghai Jianchi Supply Chain Co., Ltd. (“Shanghai Jianchi”) [Member] | |
Business Acquisition [Line Items] | |
Name | Shanghai Jianchi Supply Chain Co., Ltd. (“Shanghai Jianchi”) |
Background | A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) Incorporated on April 2, 2020 Registered capital of $10 million A holding company |
Ownership | WFOE, 100% owned by TD Internet Technology |
Tongdow (Hainan) Data Technology Co., Ltd. (“Tondow Hainan”) [Member] | |
Business Acquisition [Line Items] | |
Name | Tongdow (Hainan) Data Technology Co., Ltd. (“Tondow Hainan”) |
Background | A PRC limited liability company Incorporated on July 16, 2020 Registered capital of $1,417,736 (RMB 10 million) |
Ownership | A wholly owned subsidiary of Shanghai Jianchi |
Hainan Jianchi Import and Export Co., Ltd. (“Hainan Jianchi”) [Member] | |
Business Acquisition [Line Items] | |
Name | Hainan Jianchi Import and Export Co., Ltd. (“Hainan Jianchi”) |
Background | A PRC limited liability company Incorporated on December 21, 2020 Registered capital of $7,632,772 (RMB50 million) with registered capital of $0 (RMB0) paid-up |
Ownership | A wholly owned subsidiary of Shanghai Jianchi |
Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd. (“Shenzhen Baiyu Jucheng”) [Member] | |
Business Acquisition [Line Items] | |
Name | Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd. (“Shenzhen Baiyu Jucheng”) |
Background | A PRC limited liability company Incorporated on December 30, 2013 Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid- up |
Ownership | VIE of Hao Limo Technology (Beijing) Co., Ltd. before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi |
Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) [Member] | |
Business Acquisition [Line Items] | |
Name | Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) |
Background | A PRC limited liability company Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB 30 million) with registered capital of $736,506 (RMB 5 million) paid-up |
Ownership | A wholly owned subsidiary of Shenzhen Baiyu Jucheng |
Shenzhen Tongdow Internet Technology Co., Ltd. (“Shenzhen Tongdow”) [Member] | |
Business Acquisition [Line Items] | |
Name | Shenzhen Tongdow Internet Technology Co., Ltd. (“Shenzhen Tongdow”) |
Background | A PRC limited liability company Incorporated on November 11, 2014 Registered capital of $1,628,320 (RMB10 million) with registered capital of $1,628,320 (RMB10 million) paid-up |
Ownership | VIE of Shenzhen Baiyu Jucheng |
Yangzhou Baiyu Venture Capital Co. Ltd. (“Yangzhou Baiyu Venture”) [Member] | |
Business Acquisition [Line Items] | |
Name | Yangzhou Baiyu Venture Capital Co. Ltd. (“Yangzhou Baiyu Venture”) |
Background | A PRC limited liability company Incorporated on April 19, 2021 Registered capital of $30 million with registered capital of $7 million paid-up |
Ownership | WFOE, 100% owned by Tongdow HK |
Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. (“Yangzhou Baiyu E-commerce”) [Member] | |
Business Acquisition [Line Items] | |
Name | Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. (“Yangzhou Baiyu E-commerce”) |
Background | A PRC limited liability company Incorporated on May 14, 2021 Registered capital of $30 million (RMB200 million) with registered capital of $7 million (RMB48 million) paid-up |
Ownership | 100% owned by Yangzhou Baiyu Venture |
Zhejiang Baiyu Lightweight New Material Co., Ltd. (“Zhejiang Baiyu”) [Member] | |
Business Acquisition [Line Items] | |
Name | Zhejiang Baiyu Lightweight New Material Co., Ltd. (“Zhejiang Baiyu”) |
Background | A PRC limited liability company Incorporated on August 5, 2022 Registered capital of $1,483,569 (RMB10 million) |
Ownership | 100% owned by Yangzhou Baiyu E-commerce |
Baiyu International Supply Chain PTE.LTD [Member] | |
Business Acquisition [Line Items] | |
Name | Baiyu International Supply Chain PTE.LTD |
Background | A Singapore company Incorporated on Jun 28, 2023 |
Ownership | 100% owned by HC High BVI |
Loans Receivable from Third P_3
Loans Receivable from Third Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Loans Receivable from Third Parties [Abstract] | |||||
Aggregate loans | $ 137,770,733 | ||||
Idle cash and maintaining long-term | $ 78,987,932.21 | ||||
Interest rate | 10.95% | ||||
Interest income | $ 5,124,625 | $ 4,659,169 | $ 14,481,640 | $ 13,414,369 | |
Interest receivable | $ 5,425,655 | $ 5,425,655 | $ 3,337,655 |
Loans Receivable from Third P_4
Loans Receivable from Third Parties (Details) - Schedule of Loans Receivable from Third Parties - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Loans Receivable from Third Parties [Abstract] | ||
Loans receivable from third parties | $ 201,957,435 | $ 143,174,634 |
Inventories, Net (Details)
Inventories, Net (Details) | Sep. 30, 2023 USD ($) |
Inventory Disclosure [Abstract] | |
Impaired inventories | $ 16,939 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of Inventories - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Zinc ingots | $ 269,732 | $ 475,096 |
Less: impairment for inventories | (16,939) | |
Inventories, net | $ 269,732 | $ 458,157 |
Plant and Equipment, Net (Detai
Plant and Equipment, Net (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Plant and Equipment, Net [Line Items] | ||
Depreciation expense | $ 6,289 | $ 3,377 |
Plant and Equipment, Net (Det_2
Plant and Equipment, Net (Details) - Schedule of Plant and Equipment, Net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Cost: | ||
Office equipment | $ 43,415 | $ 9,747 |
Accumulated depreciation: | ||
Office equipment | (9,435) | (3,377) |
Plant and equipment, net | $ 33,980 | $ 6,370 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Carrying Amount of Goodwill by Segment - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Goodwill [Line Items] | |||||
Balance at beginning | $ 160,213,550 | $ 71,028,283 | $ 69,322,325 | [1] | |
Balance at ending | 155,411,473 | 160,213,550 | 71,028,283 | ||
Additions | [2] | 92,505,479 | |||
Foreign currency translation adjustments | (4,802,077) | (3,320,212) | 1,705,958 | ||
Acquisition of Qianhai Baiyu [Member] | |||||
Goodwill [Line Items] | |||||
Balance at beginning | 65,022,402 | 71,028,283 | 69,322,325 | [1] | |
Balance at ending | 63,073,487 | 65,022,402 | 71,028,283 | ||
Additions | [2] | ||||
Foreign currency translation adjustments | (1,948,915) | (6,005,881) | 1,705,958 | ||
Contractual arrangement with Tongdow Internet Technology [Member] | |||||
Goodwill [Line Items] | |||||
Balance at beginning | 95,191,148 | [1] | |||
Balance at ending | 92,337,986 | 95,191,148 | |||
Additions | [2] | 92,505,479 | |||
Foreign currency translation adjustments | $ (2,853,162) | $ 2,685,669 | |||
[1] The goodwill associated with the acquisition of Shenzhen Baiyu Jucheng was initially recognized at the acquisition closing date on October 26, 2020. During the year ended December 31, 2022, the goodwill associated with the contractual arrangement with Tongdow Internet Technology was initially recognized at the date on October 17, 2022. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2021 | |
Intangible Assets [Line Items] | |||
Estimated useful life term | 10 years | ||
Amortization expense (in Dollars) | $ 6,002,628 | $ 2,967,735 | |
Minimum [Member] | |||
Intangible Assets [Line Items] | |||
Estimated useful life term | 6 years 2 months 12 days | ||
Maximum [Member] | |||
Intangible Assets [Line Items] | |||
Estimated useful life term | 6 years 9 months 29 days |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets [Abstract] | ||
Customer relationships | $ 18,304,131 | $ 18,869,713 |
Software copyright | 46,380,122 | 47,813,227 |
Total | 64,684,253 | 66,682,940 |
Less: accumulative amortization | (18,056,187) | (12,568,213) |
Intangible assets, net | $ 46,628,066 | $ 54,114,727 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Estimated Amortization Expense for these Intangible Assets | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Estimated Amortization Expense for Intangible Assets [Abstract] | |
current year | $ 1,954,894 |
2024 | 7,819,574 |
2025 | 7,819,574 |
2026 | 7,819,574 |
2027 | 7,819,574 |
Thereafter | 13,394,876 |
Total: | $ 46,628,066 |
Bank Borrowings (Details)
Bank Borrowings (Details) ¥ in Thousands | 1 Months Ended | ||
Aug. 31, 2023 CNY (¥) | Aug. 31, 2022 CNY (¥) | Sep. 30, 2023 USD ($) | |
Bank Borrowings [Abstract] | |||
Working capital | ¥ | ¥ 4,910 | ¥ 7,000 | |
Fixed interest rate | 7.80% | ||
Bank loans (in Dollars) | $ | $ 194 |
Bank Borrowings (Details) - Sch
Bank Borrowings (Details) - Schedule of Bank Borrowings - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-term bank loans: | ||
Loan from Baosheng County Bank | $ 974,958 | $ 1,005,083 |
Bank of Communications | 68,386 | |
Total: | $ 1,043,344 | $ 1,005,083 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Lease term | 24 months | 24 months | ||
Amortization of right-of-use assets | $ 7,737 | $ 78,391 | $ 68,877 | $ 248,475 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Lease - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Supplemental Balance Sheet Information Related to Operating Lease [Abstract] | ||
Right-of-use lease assets, net | $ 104,679 | $ 196,826 |
Lease Liabilities-current | 93,114 | 116,170 |
Lease liabilities-non current | 15,103 | 84,164 |
Total | $ 108,217 | $ 200,334 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Weighted Average Remaining Lease Terms and Discount Rates for the Operating Lease | 9 Months Ended |
Sep. 30, 2023 | |
Minimum [Member] | |
Schedule of Weighted Average Remaining Lease Terms and Discount Rates for the Operating Lease [Abstract] | |
Weighted average remaining lease term (years) | 2 months 1 day |
Weighted average discount rate | 4.75% |
Maximum [Member] | |
Schedule of Weighted Average Remaining Lease Terms and Discount Rates for the Operating Lease [Abstract] | |
Weighted average remaining lease term (years) | 1 year 6 months |
Weighted average discount rate | 5% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Maturities of Lease Liabilities | Sep. 30, 2023 USD ($) |
Schedule of Maturities of Lease Liabilities [Abstract] | |
current year | $ 52,233 |
2024 | 86,343 |
Total lease payments | 138,576 |
Less: imputed interest | 30,359 |
Present value of lease liabilities | $ 108,217 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of Other Current Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Other Current Liabilities [Abstract] | ||
Accrued payroll and benefit | $ 1,834,151 | $ 1,831,506 |
Other tax payable | 4,310,625 | 3,451,928 |
Others | 16,863 | 65,212 |
Total | $ 6,161,639 | $ 5,348,646 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||
Apr. 10, 2023 | Mar. 13, 2023 | Mar. 02, 2023 | Feb. 03, 2023 | Jan. 12, 2023 | Jan. 06, 2023 | May 06, 2022 | Oct. 04, 2021 | Jun. 21, 2023 | Jan. 18, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 15, 2023 | Sep. 14, 2023 | Sep. 12, 2023 | Sep. 07, 2023 | Jun. 20, 2023 | Apr. 05, 2023 | Mar. 29, 2023 | Mar. 24, 2023 | Mar. 15, 2023 | Mar. 08, 2023 | Feb. 15, 2023 | Feb. 08, 2023 | Feb. 06, 2023 | Feb. 02, 2023 | Jan. 19, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | [1] | Dec. 30, 2022 | Aug. 08, 2022 | Jan. 19, 2021 | |||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Gross proceeds | $ 2,000,000 | ||||||||||||||||||||||||||||||||||
Common stock shares issued (in Shares) | 148,399 | ||||||||||||||||||||||||||||||||||
Common Stock, par value (in Dollars per share) | $ 0.001 | [1] | $ 0.001 | [1] | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Gross proceeds | $ 3,000,000 | $ 3,000,000 | $ 42,350,000 | ||||||||||||||||||||||||||||||||
Common stock excess percentage issued | 19.99% | ||||||||||||||||||||||||||||||||||
Common stock excess percentage outstanding | 19.99% | ||||||||||||||||||||||||||||||||||
Settled convertible promissory note amount | $ 200,000 | $ 200,000 | $ 300,000 | $ 125,000 | $ 250,000 | $ 250,000 | $ 175,000 | ||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,153,846 | 150,000 | 2,091,466 | 145,660 | 279,567 | 292,987 | 205,090 | 234,389 | 235,960 | ||||||||||||||||||||||||||
Original principal amount | $ 3,320,000 | ||||||||||||||||||||||||||||||||||
Convertible par shares (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||
Common stock excess issued percentage | 19.99% | ||||||||||||||||||||||||||||||||||
Common stock excess outstanding percentage | 19.99% | ||||||||||||||||||||||||||||||||||
Redemption amount | $ 375,000 | 375,000 | |||||||||||||||||||||||||||||||||
Convertible Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Common stock shares issued (in Shares) | 357,142 | 279,567 | 292,987 | 147,824 | 208,976 | 147,475 | |||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Principal amount | $ 2,220,000 | ||||||||||||||||||||||||||||||||||
Unsettled convertible notes | $ 250,000 | $ 125,000 | $ 102,214.66 | $ 250,000 | $ 250,000 | $ 125,000 | $ 125,000 | ||||||||||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||||||||||||||
Redemption amount | 375,000 | $ 375,000 | |||||||||||||||||||||||||||||||||
Percentage of stock issued | 80% | ||||||||||||||||||||||||||||||||||
Beneficial conversion feature amount | $ 913,000 | ||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Beneficial conversion feature amount | 36,140 | 218,750 | |||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Beneficial conversion feature amount | $ 228,250 | $ 266,292 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Principal amount | $ 3,320,000 | ||||||||||||||||||||||||||||||||||
Common Stock, par value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Principal percentage | 125% | ||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Abstract] | |||||||||||||||||||||||||||||||||||
Beneficial conversion feature amount | $ 913,000 | ||||||||||||||||||||||||||||||||||
[1] On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of Convertible Promissory Notes - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Convertible Promissory Notes [Abstract] | ||
Convertible promissory notes – principal | $ 4,773,223 | $ 4,053,982 |
Convertible promissory notes – discount | (565,126) | (325,416) |
Convertible promissory notes – interest | 593,869 | 479,575 |
Convertible promissory notes, net | $ 4,801,966 | $ 4,208,141 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||||||||||
Mar. 13, 2023 | Dec. 12, 2022 | May 06, 2022 | Sep. 22, 2021 | Sep. 30, 2023 | Oct. 30, 2023 | Sep. 15, 2023 | Sep. 14, 2023 | Sep. 07, 2023 | Jun. 21, 2023 | Jun. 20, 2023 | Apr. 10, 2023 | Apr. 05, 2023 | Mar. 29, 2023 | Mar. 24, 2023 | Mar. 15, 2023 | Mar. 08, 2023 | Mar. 02, 2023 | Feb. 28, 2023 | Feb. 15, 2023 | Feb. 08, 2023 | Feb. 06, 2023 | Feb. 03, 2023 | Feb. 02, 2023 | Feb. 01, 2023 | Jan. 31, 2023 | Jan. 20, 2023 | Jan. 19, 2023 | Jan. 18, 2023 | Jan. 12, 2023 | Jan. 10, 2023 | Jan. 09, 2023 | Jan. 06, 2023 | Dec. 31, 2022 | [1] | Dec. 30, 2022 | Aug. 08, 2022 | Jan. 19, 2021 | ||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares of common stock | 1,153,846 | 150,000 | 208,976 | 357,142 | 145,660 | 279,567 | 279,567 | 292,987 | 205,090 | 234,389 | 292,987 | 235,960 | 147,475 | 147,824 | 148,399 | ||||||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 1.21 | $ 1 | |||||||||||||||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ 3,000,000 | $ 3,000,000 | $ 42,350,000 | ||||||||||||||||||||||||||||||||||||
Convertible promissory note (in Dollars) | $ 300,000 | $ 102,214.66 | $ 250,000 | $ 125,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 175,000 | $ 200,000 | $ 250,000 | $ 125,000 | $ 125,000 | $ 125,000 | ||||||||||||||||||||||||||
Shares of common stock | 2,091,466 | ||||||||||||||||||||||||||||||||||||||
common stock, par value (in Dollars per share) | $ 0.001 | [1] | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Common stock shares issued | 3,753,055 | [1] | 200,000 | 478,468 | 2,134,842 | ||||||||||||||||||||||||||||||||||
Purchase price lowest percentage | 80% | ||||||||||||||||||||||||||||||||||||||
Description of restated agreement | (i) March 31, 2023 or (ii) the date on which the investor shall have purchased an aggregate of 2,889,306 purchase notice shares, the Company shall have the right, but not the obligation, to direct the Investor to purchase up to 1,900,000 purchase notice shares at which (i) the first 600,000 purchase notice shares shall be at the Purchase Price and (ii) any remaining purchase notice shares shall be at a purchase price of 85% of the lowest daily VWAP of the Company’s Common Stock during the valuation period as defined in the Restated Agreement. | ||||||||||||||||||||||||||||||||||||||
Received proceeds (in Dollars) | $ 158,891 | $ 400,182 | |||||||||||||||||||||||||||||||||||||
Shares warrants | 3,800,000 | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase shares issued | 3,800,000 | ||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 5.75 | ||||||||||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants shares | 3,800,000 | 54,674 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares of common stock | 35,000,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
common stock, par value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Convertible promissory note (in Dollars) | $ 200,000 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants shares | 3,854,674 | ||||||||||||||||||||||||||||||||||||||
Restated Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 300,000 | ||||||||||||||||||||||||||||||||||||||
First Purchase Notice [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 489,306 | ||||||||||||||||||||||||||||||||||||||
Second Purchase Notice [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 200,000 | ||||||||||||||||||||||||||||||||||||||
[1] On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Warrants Activity | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Schedule of Warrants Activity [Abstract] | |
Number of shares, Balance of warrants outstanding and exercisable, Beginning balance | shares | 3,854,674 |
Weighted average life, Balance of warrants outstanding and exercisable, Beginning balance | 3 years 8 months 12 days |
Weighted average exercise price, Balance of warrants outstanding and exercisable, Beginning balance | $ / shares | $ 7.15 |
Intrinsic Value,Balance of warrants outstanding and exercisable, Beginning balance | $ | |
Number of shares, Granted | shares | |
Weighted average life, Granted | |
Weighted average exercise price, Granted | $ / shares | |
Intrinsic Value, Granted | $ | |
Number of Shares, Exercised | shares | |
Weighted average life, Exercised | |
Weighted average exercise price, Exercised | $ / shares | |
Intrinsic Value, Exercised | $ | |
Number of shares, Balance of warrants outstanding and exercisable, Ending balance | shares | 3,854,674 |
Weighted average life, Balance of warrants outstanding and exercisable, Ending balance | 2 years 11 months 12 days |
Weighted average exercise price, Balance of warrants outstanding and exercisable, Ending balance | $ / shares | $ 7.15 |
Intrinsic Value, Balance of warrants outstanding and exercisable, Ending balance | $ |
Income Per Share (Details)
Income Per Share (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Income Per Share (Details) [Line Items] | |
Interest expense of convertible promissory note | $ 593,869 |
Total obligations | 5,367,092 |
Convertible Promissory Notes [Member] | |
Income Per Share (Details) [Line Items] | |
Principal amount | $ 4,773,223 |
Income Per Share (Details) - Sc
Income Per Share (Details) - Schedule of Basic and Diluted Income Per Common Share - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Schedule of basic and diluted income per common share [Abstract] | |||||
Net income(loss) | $ 679,658 | $ 1,303,922 | $ (3,707,295) | $ 4,323,050 | |
Weighted Average Shares Outstanding-Basic | [1] | 3,209,597 | 1,103,161 | 3,074,862 | 918,236 |
Weighted Average Shares Outstanding- Diluted | 4,141,383 | 1,224,145 | 4,006,649 | 1,039,221 | |
Net income per share - basic and diluted | |||||
Net income per share - basic | $ 0.21 | $ 1.18 | $ (1.21) | $ 4.71 | |
Net income per share - diluted | $ 0.16 | $ 1.07 | $ (0.93) | $ 4.16 | |
[1] On October 30, 2023, The Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Taxes [Abstract] | |||
Uniform tax rate | 25% | ||
Income tax examination, description | Under the PRC tax law, companies are required to make quarterly estimate payments based on 25% tax rate; companies that received preferential tax rates are also required to use a 25% tax rate for their installment tax payments. | ||
Deferred tax assets | $ 10,964,059 | $ 7,841,745 | |
Current income tax expenses | 3,444,639 | $ 3,190,396 | |
Deferred income tax | $ 569,365 | $ 604,813 | |
Uncertainty income taxes approach, description | The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of September 30, 2023 and December 31, 2022 and the Company does not believe that its unrecognized tax benefits will change over the next 12 months. |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions and Balances [Abstract] | ||
Transferred cash | $ 2,300 | $ 6,960 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of Relationship with Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Shenzhen Tongdow International Trade Co., Ltd. (“TD International Trade”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Wholly owned by Tongdow E-commerce, which is controlled by an immediate family member of Chief Executive Officer of the Company |
Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Yangzhou Lishunwu E-commerce Co., Ltd. (Formerly named: Yangzhou Tongdow E-commerce Co., Ltd.) (“Yangzhou TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by Chief Executive Officer of the Company |
Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Wholly owned by Shenzhen Meifu |
Hainan Tongdow International Trade Co.,Ltd. (“Hainan TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Yunfeihu modern logistics Co.,Ltd. (“Yunfeihu Logistics”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Shenzhen Tongdow Jingu Investment Holding Co., Ltd. (“Shenzhen Jingu”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Tongdow E-commerce Group Co., Ltd. (“TD E-commerce”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Controlled by an immediate family member of Chief Executive Officer of the Company |
Katie Ou [Member] | |
Related Party Transaction [Line Items] | |
Name | Shareholder of the Company |
Related Party Transactions an_5
Related Party Transactions and Balances (Details) - Schedule of Due to Related Parties - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Due to Related Parties [Abstract] | ||
TD E-commerce | $ 37,605,504 | $ 38,767,481 |
Total due to related party | $ 37,605,504 | $ 38,767,481 |
Related Party Transactions an_6
Related Party Transactions and Balances (Details) - Schedule of Due to Related Party - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Due to Related Party [Abstract] | ||
Tongdow E-trade Limited | $ 2,300,000 | $ 6,960,000 |
Total internal fund transfers | $ 2,300,000 | $ 6,960,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Schedule of Contractual Obligations - Operating lease commitments for property management expenses under lease agreement [Member] | Sep. 30, 2023 USD ($) |
Commitments and Contingencies (Details) - Schedule of Contractual Obligations [Line Items] | |
Total | $ 12,700 |
2024 | 12,700 |
2025 | |
2026 |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2023 | May 15, 2023 |
Risks and Uncertainties [Abstract] | ||
Deposit amount (in Dollars) | $ 100 | |
Common stock price per share | $ 1 | $ 1 |
Risks and Uncertainties (Deta_2
Risks and Uncertainties (Details) - Schedule of Translation of Amounts | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Schedule of Translation of Exchange Rates [Abstract] | |||
Balance sheet items, except for equity accounts | 7.1798 | 6.9646 | |
Items in the consolidated statements of operations and comprehensive income (loss), and statements of cash flows | 7.0148 | 6.3504 |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Subsequent Events [Line Items] | |
Reverse stock split | 50 |
Common Stock [Member] | |
Subsequent Events [Line Items] | |
Reverse stock split | 1 |