Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | MakingORG, Inc. | |
Entity Central Index Key | 0001569083 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 35,540,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-55260 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 39-2079723 | |
Entity Address Address Line 1 | 385 S. Lemon Avenue | |
Entity Address Address Line 2 | E 301 | |
Entity Address City Or Town | Walnut | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 91789 | |
City Area Code | 213 | |
Local Phone Number | 805-5799 | |
Security 12g Title | Common Stock, $0.001 par value |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 20,918 | $ 30,700 |
Accounts receivable - related party | 27,041 | 48,934 |
Inventories | 19,232 | 0 |
Due from related party | 0 | 12,256 |
Advances to vendor and others | 17,272 | 2,000 |
Total Current Assets | 84,463 | 93,890 |
Right-of-use assets - operating leases | 66,361 | 98,653 |
Total Assets | 150,824 | 192,543 |
Current Liabilities | ||
Interest payable | 116,000 | 104,000 |
Accrued liabilities | 1,534 | 4,747 |
Lease liabilities - operating leases | 66,361 | 70,534 |
Related party loan | 393,618 | 340,286 |
Total Current Liabilities | 577,513 | 519,567 |
Long-Term Liabilities | ||
Convertible note payable | 200,000 | 200,000 |
Lease liabilities - operating leases, noncurrent | 0 | 12,756 |
Total Long-Term Liabilities | 200,000 | 212,756 |
Total Liabilities | 777,513 | 732,323 |
Stockholders' Deficit | ||
Preferred stock, par value $0.001; 50,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 |
Common stock, par value $0.001; 150,000,000 shares authorized, 35,540,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 35,540 | 35,540 |
Additional paid-in capital | 583,882 | 583,882 |
Accumulated other comprehensive income (loss) | 3,076 | 2,491 |
Accumulated deficit | (1,249,187) | (1,161,693) |
Total Stockholders' Deficit | (626,689) | (539,780) |
Total Liabilities and Stockholders' Deficit | $ 150,824 | $ 192,543 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 35,540,000 | 35,540,000 |
Common stock, shares outstanding | 35,540,000 | 35,540,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Net Sales-Related Party | $ 59,439 | $ 10,780 | $ 71,844 | $ 131,527 |
Cost of Sales | 39,626 | 7,734 | 47,191 | 71,976 |
Gross Profit | 19,813 | 3,046 | 24,653 | 59,551 |
OPERATING EXPENSES | ||||
Selling, general and administrative | 25,092 | 15,429 | 47,716 | 24,397 |
Professional fees | 34,176 | 25,649 | 51,632 | 35,949 |
TOTAL OPERATING EXPENSES | 59,268 | 41,078 | 99,348 | 60,346 |
LOSS FROM OPERATIONS | (39,455) | (38,032) | (74,695) | (795) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 1 | 115 | 1 | 227 |
Interest expense | (6,000) | (19,600) | (12,000) | (39,200) |
Loss on inventory write-down | (2,404) | 0 | (4,611) | |
TOTAL OTHER EXPENSE | (5,999) | (21,889) | (11,999) | (43,583) |
LOSS BEFORE INCOME TAX | (45,454) | (59,921) | (86,694) | (44,378) |
Income tax | 800 | 780 | 800 | 3,282 |
NET LOSS | (46,254) | (60,701) | (87,494) | (47,660) |
OTHER COMPREHENSIVE ITEM: | ||||
Foreign currency translation income (loss) | 721 | 699 | 585 | (2,124) |
TOTAL COMPREHENSIVE LOSS | $ (45,533) | $ (60,002) | $ (86,909) | $ (49,784) |
NET LOSS PER COMMON SHARE: BASIC AND DILUTED | $ (0.001) | $ (0.002) | $ (0.002) | $ (0.001) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 35,540,000 | 35,540,000 | 35,540,000 | 35,540,000 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive Income | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 35,540,000 | ||||
Balance, amount at Dec. 31, 2019 | $ (379,303) | $ 35,540 | $ 583,882 | $ (2,882) | $ (995,843) |
Foreign currency translation loss | (2,124) | 0 | 0 | (2,124) | 0 |
Net loss | (47,660) | $ 0 | 0 | 0 | (47,660) |
Balance, shares at Jun. 30, 2020 | 35,540,000 | ||||
Balance, amount at Jun. 30, 2020 | (429,087) | $ 35,540 | 583,882 | (5,006) | (1,043,503) |
Balance, shares at Dec. 31, 2019 | 35,540,000 | ||||
Balance, amount at Dec. 31, 2019 | (379,303) | $ 35,540 | 583,882 | (2,882) | (995,843) |
Net loss | (165,850) | ||||
Balance, shares at Dec. 31, 2020 | 35,540,000 | ||||
Balance, amount at Dec. 31, 2020 | (539,780) | $ 35,540 | 583,882 | 2,491 | (1,161,693) |
Foreign currency translation loss | 585 | 0 | 0 | 585 | 0 |
Net loss | (87,494) | $ 0 | 0 | 0 | (87,494) |
Balance, shares at Jun. 30, 2021 | 35,540,000 | ||||
Balance, amount at Jun. 30, 2021 | $ (626,689) | $ 35,540 | $ 583,882 | $ 3,076 | $ (1,249,187) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (87,494) | $ (47,660) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on inventories write-down | 0 | 4,611 |
Amortization of debt discount | 0 | 27,200 |
Amortization of Right-of-use assets | 33,003 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable - related party | 16,078 | 0 |
Inventories | (19,271) | 33,794 |
Advances to vendor and others | (15,302) | 13,303 |
Interest payable | 12,000 | 12,000 |
Lease Liabilities | 1,033 | (15,250) |
Accrued liabilities | (3,252) | (1,487) |
Customer deposit - related party | 0 | (6,614) |
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | (63,205) | 19,898 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
New loan from related party | 53,332 | 18,656 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 53,332 | 18,656 |
EFFECT OF EXCHANGE RATE CHANGES | 91 | (1,498) |
NET CHANGES IN CASH AND CASH EQUIVALENTS | (9,782) | 37,056 |
Cash and cash equivalents, beginning of periods | 30,700 | 94,211 |
Cash and cash equivalents, end of periods | 20,918 | 131,267 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 800 | 3,282 |
NON-CASH TRANSACTION: | ||
Due to related party for expenses paid on behalf of the Company | $ 12,361 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
ORGANIZATION AND NATURE OF BUSINESS | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS MakingORG, Inc. (“MakingORG”) was incorporated under the laws of the State of Nevada on August 10, 2012. The trading symbol is “CQCQ” and the fiscal year end is December 31. On October 20, 2016, MakingORG filed documents registering its intention to transact interstate business in the state of California. On November 29, 2016, MakingORG incorporated HK Feng Wang Group Limited (“HKFW”) under the laws of Hong Kong. On August 22, 2017, HKFW incorporated Chongqing Beauty Kenner Biotechnology Co., Ltd (“CBKB”) under the laws of the People’s Republic of China (“PRC”). MaingORG, Inc. and its subsidiaries (“the Company”) purchase Acer truncatum bunge seed oil from China, outsource to third party to manufacture Acer truncatum bunge related health products, and sell to end users and distributors in the United States and PRC. In January 2020, the World Health Organization declared an outbreak of the coronavirus (“COVID-19”) to be a Public Health Emergency of International Concern, subsequently declared COVID-19 a global pandemic, and recommended containment and mitigation measures worldwide on March 11, 2020. The Company had experienced some adverse impacts on its business in the PRC Segment, such as limited access to its staff in the PRC in the beginning of the outbreak and restrictions on business travel within the PRC and between USA and PRC. Even though the operations in the PRC segment fully resumed by the end of June 30, 2021, the pandemic has created global economic uncertainties and led to negative impact on the financial markets. The extent of the COVID-19 impact to the Company will depend on numerous factors and developments related to COVID-19. Consequently, any potential impacts of COVID-19 remain highly uncertain and cannot be predicted with confidence. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
GOING CONCERN | |
NOTE 2 - GOING CONCERN | NOTE 2 – GOING CONCERN Pursuant to ASU 2014-15, the Company has assessed its ability to continue as a going concern for a period of one year from the date of the issuance of these consolidated financial statements. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently suffered recurring loss from operations, generated negative cash flow from operating activities and has an accumulated deficit and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to its ability to continue as a going concern. These consolidated financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company had a net loss of $87,494 and $165,850 for the six months ended June 30, 2021 and the year ended December 31, 2020, respectively. In addition, the Company had an accumulated deficit of $1,249,187 and $1,161,693 as of June 30, 2021 and December 31, 2020, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company may seek additional funding through issuance of additional common stock and/or borrowings from financial institutions or the majority shareholder to support its normal business operations. In light of management’s efforts, there is no assurance that the Company will be successful in this or any of its endeavors or become financially viable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Principles of Consolidation The Company’s unaudited consolidated financial statements include the accounts of MakingORG, and its wholly owned subsidiaries, HKFW and CBTB. All intercompany transactions and balances were eliminated in consolidation. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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 Company’s unaudited consolidated financial statement date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Revenue Recognition The Company adopted Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method on January 1, 2018. In general, the Company’s performance obligation is to transfer it products to its end user or distributor. Revenues from product sales are recognized when the customer obtains control of the Company’s finished goods product, which occurs at a point in time, typically upon delivery to the customer. The Company's revenue mainly generates from sale of acer truncatum bunge related health products, such as Nervonic Acid Oil, coffee and tea. The Company evaluated its product sales contracts and determined that those contracts are generally capable of being distinct and accounted for as separate performance obligations. Performance obligation is satisfied when the finished goods product delivered to the customer. Shipping and handling costs paid by the Company are included in cost of sales. Recently Issued Accounting Pronouncement Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) —Contracts in Entity’s Own Equity (Subtopic 815-40) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-12) Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
ADVANCES TO SUPPLIER
ADVANCES TO SUPPLIER | 6 Months Ended |
Jun. 30, 2021 | |
ADVANCES TO SUPPLIER | |
NOTE 4 - ADVANCES TO SUPPLIER | NOTE 4 – ADVANCES TO VENDOR AND OTHERS Advances to vendor and others includes primarily deposit for packaging materials. As of June 30, 2021 and December 31, 2020, advances to vendor and others were $17,272 and $2,000, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Due from Related Party The Company loaned RMB 80,000 (approximately $12,256) to the Entity A, a related party whose shareholder is a board member of CBKB, who is also the landlord of the office the Company leased in China. The loan has a term of six months and matured on March 31, 2021, with a monthly interest rate of 1%. According to the loan agreement, the loan principal could be applied to the monthly lease payment for two months (RMB 40,000 per month). The Entity A was not able to pay back the loan on the loan maturity date, agreed to waive April and May 2021 lease payments to settle the loan principal in accordance with the loan agreement. The Entity A paid all the outstanding loan interests of RMB 4,800 back on April 1, 2021. During the six months ended June 30, 2021 and 2020, the Company’s loan to related party were $0 and $12,256, respectively. Loan from Related Party During the six months ended June 30, 2021 and 2020, the Company borrowed additional loan from the sole officer in the amounts of 53,332 and $18,656, respectively. As of June 30, 2021 and December 31, 2020, the Company obligated to the officer, for an unsecured, non-interest-bearing demand loan with a balance of $393,618 and $340,286, respectively. Sales to Related Party During the six months ended June 30, 2021 and 2020, the net sales to Entity A were $71,844 and $131,527, accounted for 100% of the sales the Company generated, respectively. The accounts receivable as of June 30, 2021 and December 31, 2020 were $27,041 and $48,934, which accounted for 100% of the accounts receivable of the Company, respectively. Lease Agreement On June 1, 2020, the Company entered into a lease agreement with Entity A in Chongqing, China for the period from June 1, 2020 to May 31, 2021. Pursuant to the lease agreement, the Company pays a monthly rent of RMB40,000 (approximately $5,800) paid quarterly before the start of each quarter. The lease is for a one-year term and the Company has the priority to renew the lease. The Company tend to keep leasing the property after the lease term ends. Therefore, based on the lease agreement, we did the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Refer to Note 8 – Lease for details. |
BUSINES CONCENTRATION AND RISKS
BUSINES CONCENTRATION AND RISKS | 6 Months Ended |
Jun. 30, 2021 | |
BUSINES CONCENTRATION AND RISKS | |
NOTE 6 - BUSINES CONCENTRATION AND RISKS | NOTE 6 – BUSINES CONCENTRATION AND RISKS Concentration of Risk The Company maintains cash with banks in the USA, People’s Republic of China (“PRC” or “China”), and Hong Kong. Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In China, a depositor has up to RMB500,000 insured by the People’s Bank of China Financial Stability Bureau (“FSD”). In Hong Kong, a depositor has up to HKD500,000 insured by Hong Kong Deposit Protection Board (“DPB”). In the United States, the standard insurance amount is $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”). Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. As of June 30, 2021 and December 31, 2020, $20,918 and $30,700 of the Company’s cash and cash equivalents, were insured, respectively. With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts. No uncollectible accounts receivable in the past years. Major customer For the six months ended June 30, 2021 and 2020, the net sales to Entity A – the only customer, were $71,844 and $131,527, accounted 100% of the sales the Company generated, respectively. Accounts receivable due from Entity A were $27,041 and $48,934 as of June 30, 2021 and December 31, 2020, which accounted 100% of the accounts receivable of the Company, respectively. Major vendor For the six months ended June 30, 2021 and 2020, the Company’s purchase from one vendor were $53,490 and $32,314, which accounted 100% of total purchase of the Company, respectively. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE NOTE PAYABLE | |
NOTE 7 - CONVERTIBLE NOTE PAYABLE | NOTE 7 – CONVERTIBLE NOTE PAYABLE On September 1, 2016, the Company entered into a convertible note agreement in the principal amount of $200,000 with an unrelated party. The note bears an interest of 12% per annum and the holder is able to convert all unpaid interest and principal into common shares at $3.50 per share at the maturity date. The note matures on September 1, 2018. The Company recognized a discount on the note of $38,857 at the agreement date. The interest expense was due every six months commencing on March 1, 2017 until the principal amount of this convertible note is paid in full. On September 1, 2018 and 2019, the Company entered into two Amended and Restated 12% Convertible Promissory Note for one year with no consideration. The Company recognized a discount on the note of $40,000 and $54,000 at the amended agreement dates, respectively. Since the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. On September 1, 2020, the convertible note agreement was extended to September 1, 2022 with no additional consideration and no discount on the note. The Company recognized interest expense related to the convertible note of $6,000 and $19,600 for the three months ended June 30, 2021 and 2020, respectively. The Company recognized interest expense related to the convertible note of $12,000 and $39,200, respectively, for the six months ended June 30, 2021 and 2020. As of June 30, 2021 and December 31, 2020, net balance of the convertible note amounted to $200,000 and $200,000, respectively. |
LEASE
LEASE | 6 Months Ended |
Jun. 30, 2021 | |
LEASE | |
NOTE 8 - LEASE | NOTE 8 – LEASE The Company adopted ASC 842 on January 1, 2019. The Company entered into an operating lease for its China office with Entity A with monthly rent of RMB40,000 (approximately $5,800). The lease is for one year and the Company has the priority to renew it. The Company intended to renew the lease. Leases is classified as operating at the inception of the lease. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease terms of the commencement date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 5.25%. The lease does not contain any residual value guarantees or material restrictive covenants. The remaining term as of June 30, 2021 was 11 months including the renewal term. The Company currently has no finance lease. The components of lease expense consist of the following: Six Month Ended June 30, Classification 2021 2020 Operating lease cost S, G&A expense $ 35,316 $ 10,000 Net lease cost $ 35,316 $ 10,000 Balance sheet information related to leases consists of the following: Assets Classification June 30, 2021 December 31, 2020 Operating lease ROU assets Right-of-use assets $ 66,361 $ 98,653 Total lease assets $ 66,361 $ 98,653 Liabilities Current portion Operating lease liabilities Current maturities of operating lease liabilities $ 66,361 $ 70,534 Non-current portion Operating lease liabilities Long-term portion of operating lease liabilities - 12,756 Total lease liabilities $ 66,361 $ 83,290 Weighted average remaining lease term Operating leases 0.92 1.42 Weighted average discount rate Operating leases 5.25 % 5.25-7.33 % Cash flow information related to leases consists of the following: Six Month Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases * $ - $ 24,738 Right-of-use assets obtained in exchange for lease obligations: Operating leases 34,961 9,524 · The company and Entity A mutually agreed to deduct the June 2021 lease payment from the outstanding account receivable due from Entity A on June 1, 2021. April and May 2021 lease payments were mutually agreed to settled with RMB80,000 loan principal due on March 31, 2021. Future minimum lease payment under non-cancellable lease as of June 30, 2021 are as follows: Ending June 30, Operating Leases 2021 $ 37,007 2022 30,839 Total lease payments 67,846 Less: Interest (1,485 ) Present value of lease liabilities $ 66,361 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS DEFICIT | |
NOTE 9 - STOCKHOLDERS DEFICIT | NOTE 10 – STOCKHOLDERS’ DEFICIT Common Stock As of June 30, 2021 the Company had 35,540,000 shares of common stock issued and outstanding. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
NOTE 10- INCOME TAXES | NOTE 11 – INCOME TAXES The Company accounts for income taxes under ASC 740, “Income Taxes”. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company is subject to taxation in the United States and certain state jurisdictions. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21.0% to the net loss before provision for income taxes. HKFW in Hong Kong are governed by the Inland Revenue Ordinance Tax Law of Hong Kong, and are generally subject to a profits tax at the rate of 16.5% on the estimated assessable profits. CBNB in the PRC is governed by the Income Tax Law of the PRC concerning the private enterprises, which are generally subject to tax at 25.0% on income reported in the statutory financial statements after appropriated adjustments. PRC also give tax discount to small enterprise whose annual taxable income exceeding 1 million but not exceeding 3 million. The Company’s income tax expense is mainly contributed by its subsidiary in PRC. In addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder income. GILTI is the excess of the shareholder’s net CFC tested income over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. For the six months ended June 30, 2021 and 2020, no GILTI tax obligation existed, and the GILTI tax expense was $0. Provision (benefit) for income tax for the six months ended June 30, 2021 consisted of: Six months ended June 30, 2021 Federal State Foreign Total Current $ - $ 800 $ - $ 800 Deferred - - - - Total $ - $ 800 $ - $ 800 Provision (benefit) for income tax for the six months ended June 30, 2020 consisted of: Six months ended June 30, 2020 Federal State Foreign Total Current $ - $ 800 $ 2,482 $ 3,282 Deferred - - - - Total $ - $ 800 $ 2,482 $ 3,282 Net deferred tax assets consist of the following components as of: June 30, 2021 December 31, 2020 Deferred tax asset: Net operating loss carry forwards $ 128,914 $ 159,635 Valuation allowance (128,914 ) (159,635 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $440,000, which expires in 2032, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. Tax filings for the Company for the years after 2015 and 2016 are available for examination by state tax jurisdictions and federal tax purposes. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2021 | |
SEGMENT REPORTING | |
NOTE 11 - SEGMENT REPORTING | NOTE 12 – SEGMENT REPORTING The Company operates in one industry segment, selling Acer truncatum bunge related health products through its wholly owned subsidiary in China. As of June 30, 2021 and December 31, 2020, the subsidiary had amounts of $129,278 and $107,916, respectively, in total assets, excluding inter-company balances, and it generated $71,844 and $131,527 for the six months ended June 30, 2021 and 2020, respectively, in revenue. There was no revenue generated from inter-company transactions. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENT | |
NOTE 12 - SUBSEQUENT EVENT | NOTE 13– SUBSEQUENT EVENT The Company has evaluated all subsequent events through the date the unaudited consolidated financial statements were issued and determine that there were no subsequent events or transactions that require recognition or disclosures in the unaudited consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. |
Principles of Consolidation | The Company’s unaudited consolidated financial statements include the accounts of MakingORG, and its wholly owned subsidiaries, HKFW and CBTB. All intercompany transactions and balances were eliminated in consolidation. |
Use of Estimates | The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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 Company’s unaudited consolidated financial statement date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Revenue Recognition | The Company adopted Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method on January 1, 2018. In general, the Company’s performance obligation is to transfer it products to its end user or distributor. Revenues from product sales are recognized when the customer obtains control of the Company’s finished goods product, which occurs at a point in time, typically upon delivery to the customer. The Company's revenue mainly generates from sale of acer truncatum bunge related health products, such as Nervonic Acid Oil, coffee and tea. The Company evaluated its product sales contracts and determined that those contracts are generally capable of being distinct and accounted for as separate performance obligations. Performance obligation is satisfied when the finished goods product delivered to the customer. Shipping and handling costs paid by the Company are included in cost of sales. |
Recently Issued Accounting Pronouncement Not Yet Adopted | In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) —Contracts in Entity’s Own Equity (Subtopic 815-40) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-12) Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
LEASE (Tables)
LEASE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LEASE | |
Schedule of components of lease expense | Six Month Ended June 30, Classification 2021 2020 Operating lease cost S, G&A expense $ 35,316 $ 10,000 Net lease cost $ 35,316 $ 10,000 |
Schedule of balance sheet information related to leases | Assets Classification June 30, 2021 December 31, 2020 Operating lease ROU assets Right-of-use assets $ 66,361 $ 98,653 Total lease assets $ 66,361 $ 98,653 Liabilities Current portion Operating lease liabilities Current maturities of operating lease liabilities $ 66,361 $ 70,534 Non-current portion Operating lease liabilities Long-term portion of operating lease liabilities - 12,756 Total lease liabilities $ 66,361 $ 83,290 Weighted average remaining lease term Operating leases 0.92 1.42 Weighted average discount rate Operating leases 5.25 % 5.25-7.33 % |
Schedule of cash flow information related to leases | Six Month Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases * $ - $ 24,738 Right-of-use assets obtained in exchange for lease obligations: Operating leases 34,961 9,524 |
Schedule of future minimum lease payment | Ending June 30, Operating Leases 2021 $ 37,007 2022 30,839 Total lease payments 67,846 Less: Interest (1,485 ) Present value of lease liabilities $ 66,361 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
Schedule of Provision (benefit) for income tax | Six months ended June 30, 2021 Federal State Foreign Total Current $ - $ 800 $ - $ 800 Deferred - - - - Total $ - $ 800 $ - $ 800 Six months ended June 30, 2020 Federal State Foreign Total Current $ - $ 800 $ 2,482 $ 3,282 Deferred - - - - Total $ - $ 800 $ 2,482 $ 3,282 |
Schedule of net deferred tax assets | June 30, 2021 December 31, 2020 Deferred tax asset: Net operating loss carry forwards $ 128,914 $ 159,635 Valuation allowance (128,914 ) (159,635 ) Net deferred tax asset $ - $ - |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
GOING CONCERN | |||||
Accumulated Deficit | $ (1,249,187) | $ (1,249,187) | $ (1,161,693) | ||
Net loss | $ (46,254) | $ (60,701) | $ (87,494) | $ (47,660) | $ (165,850) |
ADVANCES TO VENDOR AND OTHERS (
ADVANCES TO VENDOR AND OTHERS (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
GOING CONCERN | ||
Advances to vendor and others | $ 17,272 | $ 2,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021CNY (¥) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Net Sales-Related Party | $ 59,439 | $ 10,780 | $ 71,844 | $ 131,527 | ||
Accounts receivable - related party | 27,041 | 27,041 | $ 48,934 | |||
Loan to reted party | $ 0 | 12,256 | ||||
Sales generated in percentage | 100 | 100 | ||||
Loan from related party | $ 53,332 | 18,656 | ||||
Due to related party | 393,618 | $ 393,618 | 340,286 | |||
Lease Agreement [Member] | ||||||
Lease term descriptions | The remaining term as of June 30, 2021 was 11 months including the renewal term. The Company currently has no finance lease. | The remaining term as of June 30, 2021 was 11 months including the renewal term. The Company currently has no finance lease. | ||||
Monthly rent | $ 5,800 | |||||
Officers [Member] | ||||||
Loan from related party | 53,332 | $ 18,656 | ||||
Due to related party | 393,618 | $ 393,618 | $ 340,286 | |||
On June 1, 2020 [Member] | Lease Agreement [Member] | ||||||
Lease descriptions | the Company entered into a lease agreement with Entity A in Chongqing, China for the period from June 1, 2020 to May 31 | the Company entered into a lease agreement with Entity A in Chongqing, China for the period from June 1, 2020 to May 31 | ||||
Monthly rent | $ 5,800 | |||||
Lease term | 1 year | 1 year | ||||
CBKB's [Member] | April 1, 2021 [Member] | ||||||
Loan from related party | ¥ | ¥ 40,000 | |||||
Due From Related Party | $ 12,256 | $ 12,256 | ||||
Interest rate of loan | 1.00% | 1.00% | ||||
Lease term descriptions | the loan principal could be applied to the monthly lease payment for two months (RMB 40,000 per month) | the loan principal could be applied to the monthly lease payment for two months (RMB 40,000 per month) | ||||
interest paid | ¥ | ¥ 4,800 | |||||
Maturity Date | Mar. 31, 2021 | Mar. 31, 2021 |
BUSINES CONCENTRATION AND RIS_2
BUSINES CONCENTRATION AND RISKS (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021CNY (¥) | Jun. 30, 2021HKD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
FDIC limit | $ 250,000 | $ 250,000 | ||||||
Purchase from vendor | $ 53,490 | $ 32,314 | ||||||
Total purchase in percentage | 100 | |||||||
Net Sales-Related Party | 59,439 | $ 10,780 | $ 71,844 | 131,527 | ||||
Sales generated in percentage | 100 | |||||||
Accounts receivable - related party | 27,041 | $ 27,041 | $ 48,934 | |||||
Net sales accounts receivable in percentage | 100 | |||||||
Cash and cash equivalent | 20,918 | $ 131,267 | $ 20,918 | $ 131,267 | 30,700 | $ 94,211 | ||
HKD [Member] | ||||||||
FDIC limit | $ 500,000 | |||||||
RMB [Member] | ||||||||
FDIC limit | ¥ | ¥ 500,000 | |||||||
Concentration Of Credit Risk [Member] | ||||||||
Cash and cash equivalent | $ 20,918 | $ 20,918 | $ 30,700 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Interest expense | $ 6,000 | $ 19,600 | $ 12,000 | $ 39,200 | |
Convertible Note Agreement [Member] | |||||
Interest expense | 6,000 | $ 19,600 | 12,000 | $ 39,200 | |
Convertible note payable, net of discount current | 200,000 | 200,000 | $ 200,000 | ||
Convertible Note Agreement [Member] | September 1, 2016 [Member] | |||||
Principal amount | $ 200,000 | $ 200,000 | |||
Interest rate | 12.00% | 12.00% | |||
Share price | $ 3.50 | $ 3.50 | |||
Debt discount | $ 38,857 | ||||
Convertible Note Agreement [Member] | September 1, 2018 [Member] | |||||
Convertible note payable, net of discount current | $ 40,000 | $ 40,000 | |||
Interest rate | 12.00% | 12.00% | |||
Convertible Note Agreement [Member] | September 1, 2019 [Member] | |||||
Convertible note payable, net of discount current | $ 54,000 | $ 54,000 | |||
Interest rate | 12.00% | 12.00% | |||
Convertible Note Agreement [Member] | September 1, 2020 [Member] | |||||
Amended agreement description | the convertible note agreement was extended to September 1, 2022 with no additional consideration and no discount on the note. |
LEASE (Details)
LEASE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
LEASE | ||
Operating lease cost | $ 35,316 | $ 10,000 |
Net lease cost | $ 35,316 | $ 10,000 |
LEASE (Details 1)
LEASE (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Assets | ||
Operating lease ROU assets | $ 66,361 | $ 98,653 |
Total leased assets | 66,361 | 98,653 |
Current portion | ||
Operating lease liabilities | 66,361 | 70,534 |
Non-current portion | ||
Operating lease liabilities | 0 | 12,756 |
Total lease liabilities | $ 66,361 | $ 83,290 |
Weighted average remaining lease term Operating leases | 11 months 1 day | 1 year 5 months 1 day |
Weighted average discount rate Operating leases | 5.25% | |
Minimum [Member] | ||
Non-current portion | ||
Weighted average discount rate Operating leases | 5.25% | |
Maximum [Member] | ||
Non-current portion | ||
Weighted average discount rate Operating leases | 7.33% |
LEASE (Details 2)
LEASE (Details 2) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 0 | $ 24,738 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 34,961 | $ 9,524 |
LEASE (Details 3)
LEASE (Details 3) | Jun. 30, 2021USD ($) |
Operating Leases | |
2021 | $ 37,007 |
2022 | 30,839 |
Total lease payments | 67,846 |
Less: Interest | (1,485) |
Present value of lease liabilities | $ 66,361 |
LEASE (Details Narrative)
LEASE (Details Narrative) - Lease Agreement [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Monthly rent | $ 5,800 |
Lease rate of interest | 5.25% |
Lease term descriptions | The remaining term as of June 30, 2021 was 11 months including the renewal term. The Company currently has no finance lease. |
On June 1, 2020 [Member] | |
Monthly rent | $ 5,800 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
STOCKHOLDERS DEFICIT | ||
Common stock, shares outstanding | 35,540,000 | 35,540,000 |
Common stock, shares issued | 35,540,000 | 35,540,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Current | $ 800 | $ 780 | $ 800 | $ 3,282 |
Deferred | 0 | 0 | ||
Total | 800 | 3,282 | ||
Federal [Member] | ||||
Current | 0 | 0 | ||
Total | 0 | 0 | ||
Deferred | 0 | 0 | ||
State [Member] | ||||
Current | 800 | 800 | ||
Total | 800 | 800 | ||
Deferred | 0 | 0 | ||
Foreign [Member] | ||||
Current | 0 | 2,482 | ||
Total | 0 | 2,482 | ||
Deferred | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred tax asset: | ||
Net operating loss carry forwards | $ 128,914 | $ 159,635 |
Valuation allowance | (128,914) | (159,635) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Statutory federal income tax rate | 21.00% |
Operating loss carry forwards | $ (440,000) |
Operating loss carry forwards expiration year | 2032 |
GILTI tax expense | $ 0 |
Hong Kong [Member] | |
Statutory federal income tax rate | 16.50% |
PRC [Member] | |
Statutory federal income tax rate | 25.00% |
Annual taxable income description | PRC also give tax discount to small enterprise whose annual taxable income exceeding 1 million but not exceeding 3 million. |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Net Sales-Related Party | $ 59,439 | $ 10,780 | $ 71,844 | $ 131,527 | |
Total asset | 150,824 | 150,824 | $ 192,543 | ||
Segment Reporting [Member] | |||||
Net Sales-Related Party | 71,844 | $ 131,527 | |||
Total asset | $ 129,278 | $ 129,278 | $ 107,916 |