Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | MULIANG VIAGOO TECHNOLOGY INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 19,251,477 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001629665 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-201360 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 90-1137640 | ||
Entity Address, Address Line One | 2498 Wanfeng Highway, Lane 181 | ||
Entity Address, Address Line Two | Fengjing Town, Jinshan District | ||
Entity Address, City or Town | Shanghai | ||
Entity Address, Country | CN | ||
Entity Address, Postal Zip Code | 201501 | ||
City Area Code | (86) | ||
Local Phone Number | 21-67355092 | ||
Title of 12(b) Security | None | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WWC, P.C. | ||
Auditor Firm ID | 1171 | ||
Auditor Location | San Mateo, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 73,313 | $ 38,013 |
Accounts receivable, net | 11,756,610 | 11,433,504 |
Due from related party | 716,721 | |
Inventories | 194,226 | 133,913 |
Prepayment | 3,719,342 | 6,805,039 |
Other receivables, net | 1,591,031 | 46,640 |
Total Current Assets | 17,334,522 | 19,173,830 |
Long term investment | 29,459 | 21,273 |
Property, plant and equipment, net | 6,004,575 | 7,194,262 |
Right of use assets | 1,274,228 | 1,284,319 |
Operating lease right of use asset, net | 140,120 | 224,463 |
Intangible assets, net | 46,885 | 12,831 |
Goodwill | 695,175 | |
Other assets and deposits | 19,798 | 31,496 |
Deferred tax asset | 241,866 | 262,798 |
Total Assets | 25,091,453 | 28,900,447 |
Current Liabilities: | ||
Current portion of long-term debt | 1,039,243 | 1,174,756 |
Accounts payable and accrued liability | 3,430,697 | 8,291,572 |
Advances from customers | 282,978 | 501,720 |
Operating lease liabilities - current | 56,165 | 67,484 |
Income tax payable | 929,105 | 543,477 |
Accrued Interest | 1,576,932 | 1,750,989 |
Other payables | 861,614 | 1,278,683 |
Due to related party | 1,045,224 | 161,429 |
Total Current Liabilities | 9,221,958 | 13,770,110 |
Long-term loans | 283,860 | |
Operating lease liabilities - noncurrent | 67,573 | 138,620 |
Deferred tax liabilities | 8,553 | |
Total Liabilities | 9,298,084 | 14,192,590 |
Stockholders’ Equity: | ||
Series A Preferred Stock,$0.0001 par value, 50,000,000 shares authorized, 9,500,000 shares issued and outstanding as of December 31, 2022 and 2021. | 950 | 950 |
Common stock, $0.0001 par value, 250,000,000 shares authorized, 19,251,477 shares issued and outstanding as of December 31, 2022 and 2021. | 1,925 | 1,925 |
Additional paid in capital | 19,936,668 | 19,936,668 |
Accumulated deficit | (3,965,137) | (6,876,227) |
Accumulated other comprehensive loss | (328,151) | 1,500,727 |
Stockholders’ Equity (Deficit) - Muliang Viagoo Technology Inc. and Subsidiaries | 15,646,255 | 14,564,043 |
Noncontrolling interest | 147,114 | 143,814 |
Total Stockholders’ Equity (Deficit) | 15,793,369 | 14,707,857 |
Total Liabilities and Stockholders’ Equity | $ 25,091,453 | $ 28,900,447 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 19,251,477 | 19,251,477 |
Common stock, shares outstanding | 19,251,477 | 19,251,477 |
Series A Preferred Stock | ||
Series A Preferred Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Series A Preferred Stock, shares issued | 9,500,000 | 9,500,000 |
Series A Preferred Stock, shares outstanding | 9,500,000 | 9,500,000 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 11,853,252 | $ 10,635,402 |
Cost of goods sold | 6,923,717 | 6,388,771 |
Gross profit (loss) | $ 4,929,535 | $ 4,246,631 |
Total Percentage | 41.59% | 39.93% |
General and administrative expenses | $ 897,822 | $ 2,033,234 |
Selling expenses | 323,789 | 467,859 |
Total operating expenses | 1,221,611 | 2,501,093 |
Income (Loss) from operations | 3,707,924 | 1,745,538 |
Interest expense | (124,730) | (151,720) |
Asset impairment loss | (237,191) | (352,740) |
Other income (expense), net | 12,418 | 352,340 |
Total other income (expense) | (349,503) | 200,620 |
Income (Loss) before income taxes | 3,358,421 | 1,946,158 |
Income taxes | 438,885 | 214,981 |
Net income | 2,919,536 | 1,731,177 |
Net income (loss) attributable to noncontrolling interest | 8,445 | 11,072 |
Net income (loss) attributable to Muliang Viagoo Technology Inc. common stockholders | 2,911,091 | 1,720,105 |
Other comprehensive income (loss): | ||
Unrealized foreign currency translation adjustment | (1,823,732) | 375,277 |
Total Comprehensive income(loss) | 1,095,804 | 2,106,454 |
Total comprehensive (income) loss attributable to noncontrolliing interests | 3,299 | 13,973 |
Total comprehensive (income) loss attributable to Muliang Viagoo Technology Inc. common stockholders | $ 1,092,505 | $ 2,092,481 |
Weighted average common shares outstanding | ||
Basic (in Shares) | 19,251,477 | 19,251,477 |
Diluted (in Shares) | 19,251,477 | 19,251,477 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 950 | $ 1,925 | $ 19,936,668 | $ (8,596,332) | $ 1,128,351 | $ 129,841 | $ 12,601,403 |
Balance (in Shares) at Dec. 31, 2020 | 9,500,000 | 19,251,477 | |||||
Net income | 1,720,105 | 11,072 | 1,731,177 | ||||
Foreign currency translation adjustment | 372,376 | 2,901 | 375,277 | ||||
Balance at Dec. 31, 2021 | $ 950 | $ 1,925 | 19,936,668 | (6,876,227) | 1,500,727 | 143,814 | 14,707,857 |
Balance (in Shares) at Dec. 31, 2021 | 9,500,000 | 19,251,477 | |||||
Net income | 2,911,091 | 8,445 | 2,919,536 | ||||
Foreign currency translation adjustment | (1,828,878) | (5,146) | (1,834,024) | ||||
Balance at Dec. 31, 2022 | $ 950 | $ 1,925 | $ 19,936,668 | $ (3,965,136) | $ (328,151) | $ 147,113 | $ 15,793,369 |
Balance (in Shares) at Dec. 31, 2022 | 9,500,000 | 19,251,477 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 2,919,536 | $ 1,731,177 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 494,439 | 513,563 |
Assets impairments loss | 237,191 | 352,740 |
Amortization of right of use assets | 99,766 | 164,464 |
Deferred income tax assets | 201,245 | |
Changes in assets and liabilities: | ||
Accounts receivable | (1,488,529) | 1,978,747 |
Inventories | (72,908) | 17,025 |
Prepayment | 2,720,957 | (6,292,144) |
Other receivables | (1,655,546) | 10,758,708 |
Accounts payable and accrued payables | (4,332,753) | (2,393,158) |
Advances from customers | (194,859) | 196,950 |
Lease liability | (67,742) | (18,099) |
Accrued interest | (35,524) | (707.481) |
Other payables | (358,677) | (1,572,906) |
Net cash provided by (used in) operating activities | (1,302,022) | 4,930,236 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Intangible assets | (126,208) | |
Purchase of Property, plant and equipment, net | (1,158,773) | |
Net cash used in investing activities | (126,208) | (1,158,773) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from (repayment to) related party | 1,755,885 | 302,617 |
Repayment of short-term loans | (311,425) | (4,666,185) |
Net cash provided by (used in) financing activities | 1,444,460 | (4,363,568) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 19,070 | 281,284 |
NET INCREASE (DECREASE) IN CASH | 35,300 | (310,821) |
CASH, BEGINNING OF PERIOD | 38,013 | 348,834 |
CASH, END OF PERIOD | 73,313 | 38,013 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest expense, net of capitalized interest | 160,254 | (859,201) |
Cash paid for income tax | ||
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||
Long term investment without paying cash | 10,894 | |
Recognization of operating lease right of use asset | $ 221,290 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Nature of Operations [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Muliang Viagoo Technology, Inc (“Muliang Viagoo”), formerly known as M & A Holding Corporation., Mullan Agritech Inc. and Muliang Agritech Inc. was incorporated under the laws of the State of Nevada on November 5, 2014. Muliang Viagoo’s core business activities of developing, manufacturing, and selling organic fertilizers and bio-organic fertilizers for use in agricultural industry are conducted through several indirectly owned subsidiaries in China. On June 9, 2016, M & A Holding Corporation filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, changing its name from “M & A Holding Corporation,” to “Mullan Agritech, Inc.” On July 11, 2016, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace the change of the corporate name from “M & A Holding Corporation,” to “Mullan Agritech, Inc.”, and effective on such date. On April 4, 2019, the Company changed its corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.” The name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG”. On June 26, 2020, Muliang Agritech, Inc. filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State of the State of Nevada, changing its name from “Muliang Agritech, Inc.” to “Muliang Viagoo Technology, Inc.”. The Company will trade under the new name upon approval by FINRA. History Shanghai Muliang Industry Co., Ltd. (referred to herein as “Muliang Industry”) was incorporated in PRC on December 7, 2006 as a limited liability company, owned 95% by Lirong Wang and 5% by Zongfang Wang. Muliang Industry through its own operations and its subsidiaries is engaged in the business of developing, manufacturing and selling organic fertilizers and bio-organic fertilizers for use in the agricultural industry. On May 27, 2013, Muliang Industry entered into and consummated an equity purchase agreement whereby it acquired 99% of the outstanding equity of Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang”), a corporation organized under the laws of the People’s Republic of China. Fukang was incorporated in Weihai City, Shandong Province on January 6, 2009. Fukang is focused on the distribution of organic fertilizers and the development of new bio-organic fertilizers. As a result of the completion of the transaction, Fukang became a 99% owned subsidiary of Muliang Industry, with the remaining 1% equity interest owned by Mr. Hui Song. On July 11, 2013, Muliang Industry established a wholly owned subsidiary, Shanghai Muliang Viagoo Development Co., Ltd. (“Agritech Development”) in Shanghai, China. On November 6, 2013, Muliang Industry sold 40% of the outstanding equity of Agritech Development to Mr. Jianping Zhang for consideration of approximately $65,000 or RMB 400,000. Agritech Development does not currently conduct any operations. On July 17, 2013, Muliang Industry entered into an equity purchase agreement to acquire 100% of the outstanding equity of Shanghai Zongbao Environmental Construction Co., Ltd. (“Shanghai Zongbao”) with consideration of approximately $3.2 million or RMB 20 million, effectively becoming the wholly-owned subsidiary of Muliang Industry. Shanghai Zongbao was incorporated in Shanghai on January 25, 2008. Shanghai Zongbao processes and distributes organic fertilizers. Shanghai Zongbao wholly owns Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou”). On August 21, 2014, Muliang Agricultural Limited (“Muliang HK”) was incorporated in Hong Kong as an investment holding company. January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in China. On July 8, 2015, Muliang Viagoo entered into certain stock purchase agreement with Muliang HK, pursuant to which Muliang Viagoo, for a consideration of $5,000, acquired 100% interest in Muliang HK and its wholly-owned subsidiary Shanghai Mufeng. Both Muliang HK and Shanghai Mufeng are controlled by the Company’s sole officer and director, Lirong Wang. On July 23, 2015, Muliang Industry established a wholly owned subsidiary, Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”) in Shanghai, China. On September 3, 2015, Muliang Viagoo effected a split of its outstanding common stock resulting in an aggregate of 75,262,500 shares outstanding of which 60,000,000 were owned by Chenxi Shi, the founder of Muliang Viagoo and its sole officer and director. The remaining 15,262,500 were held by a total of 39 investors. On January 11, 2016, Muliang Viagoo issued 64,737,500 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the sole officer and director of Muliang Viagoo on that date, transferred 60,000,000 shares of common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement. On February 10, 2016, Shanghai Mufeng entered into a set of contractual agreements known as Variable Interest Entity (“VIE”) Agreements, including (1) Exclusive Technical Consulting and Service Agreement, (2) Equity Pledge Agreement, and (3) Call Option Cooperation Agreement, with Muliang Industry, and its Principal Shareholders. As a result of the Stock Purchase Agreement and the set of VIE Agreements, Shanghai Muliang Industry Co., Ltd., along with its consolidated subsidiaries, became entities controlled by Muliang Viagoo, whereby Muliang Viagoo would derive all substantial economic benefit generated by Muliang Industry and its subsidiaries. As a result, Muliang Viagoo has a direct wholly-owned subsidiary, Muliang HK and an indirectly wholly owned subsidiary Shanghai Mufeng. Through its VIE Agreements, Muliang Viagoo exercises control over Muliang Industry. As a result, Muliang Industry has two wholly-owned subsidiaries (Shanghai Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly owned subsidiary Zongbao Cangzhou. On June 6, 2016, Muliang Industry established a wholly-owned subsidiary, namely, Muliang (Ningling) Bio-chemical Fertilizer Co. Ltd (“Ningling Fertilizer”) in Henan Province. Ningling Fertilizer is setup for a new production line of bio-chemical fertilizer and has not begun any operation yet. On July 7, 2016, Muliang Industry established a subsidiary, namely, Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”) in Beijing City, China. Muliang Industry owns 65% shares of Zhonglian, and a third-party company, Zhongrui Huilian (Beijing) Technology Co., Ltd owns the other 35% shares. Zhonglian is to develop and operate an online agricultural products trading platform. On October 27, 2016, Muliang Industry established a subsidiary, namely, Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd. owns the other 45% shares. Yunnan Muliang was setup for the sales development of West China. On October 12, 2017, the Company canceled the registration of Ningling with the administration authorities for Industry and Commerce. Ningling has historically been reported as a component of our operations and incurred $33,323 to loss before income taxes provisions for the year ended December 31, 2017. The termination does not constitute a strategic shift that will have a major effect on our operations or financial results and as such, the termination is not classified as discontinued operations in our consolidated financial statements. On February 22, 2016 and June 8, 2017, Muliang Industry established a 65% owned subsidiary of Maguan Jiamu Agricultural Development Co., Ltd (Maguan), and a 100% owned subsidiary of Anhui Muliang Agricultural Biotechnology Co., Ltd (Anhui Muliang) respectively. Since its establishment, both of the Companies have no operation. On June 19, 2020, the Company entered into a Share Exchange Agreement with Viagoo Pte Ltd. and all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. Pursuant to the SEA, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder’s right, title and interest in and to the Viagoo’s capital stock. The aggregate purchase price for the Shares was US$2,830,800, paid in 505,500 shares of the Company’s restricted common stock, valued at $5.60 per share. On December 16, 2022, the Company entered into a Share Purchase Agreement with Viagoo Inc. (the “Buyer”), pursuant to which the Buyer purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20 to be paid to the Company. Muliang HK, Shanghai Mufeng, Muliang Industry, Shanghai Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Yunnan Muliang, Zhonglian, Anhui Muliang, Maguan and Viagoo are referred to as subsidiaries. The Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity. On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock, the change of corporate name from “Mullan Agritech Inc.” to “Muliang Viagoo Inc.”, and the creation of fifty million (50,000,000) shares of Blank Check Preferred Stock. On April 5, 2019, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Name Change and to authorize the creation of Blank Check Preferred Stock. As a result, the capital stock of the Company consists of 250,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of blank check preferred stock, $0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors. On April 16, 2019, we filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the reverse stock split. Any fractional shares are to be rounded up to whole shares. The reverse stock split does not affect the par value or the number of authorized shares of common stock of the Company. The reverse stock split and the name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG.” On June 19, 2020, Muliang Agritech Inc. entered into a Share Exchange Agreement with Viagoo Pte Ltd. (“Viagoo”) and all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. On June 26, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State of the State of Nevada, changing its name from “Muliang Agritech, Inc.” to “Muliang Viagoo Technology, Inc.”. Viagoo is a Singapore-based logistics sharing platform that enables shippers and carriers to share and optimize resources to lower cost and increase efficiency. From last mile delivery to cross border transportation, the platform provides digital transaction contracts for customers to source for service providers to deliver goods and services in a convenient manner. Viagoo partners with various Singapore agencies to promote the platform to support urban logistics need in Singapore, such as Enterprise Singapore, a government agency to support Singapore small and medium businesses, and Singapore Logistics Association. Pursuant to the SEA, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder’s right, title and interest in and to the Viagoo’s capital stock. The aggregate purchase price for the Shares was US$2,830,800, paid in 505,500 shares of the Company’s restricted common stock, valued at $5.60 per share. The Company recognized $673,278 in goodwill as result of this transaction. On December 16, 2022, the Company entered into a Share Purchase Agreement with Viagoo Inc. (the “Buyer”), pursuant to which the Buyer purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20 to be paid to the Company. Muliang Agritech, Muliang HK, Shanghai Mufeng, Muliang Industry, Shanghai Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Yunnan Muliang, Zhonglian, Anhui Muliang, Maguan, and Viagoo are referred to as subsidiaries. The Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity. The consolidated financial statements were prepared assuming that the Company has controlled Muliang HK and its intermediary holding companies, operating subsidiaries, and variable interest entities: Shanghai Mufeng, Muliang Industry, Shanghai Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Heilongjiang, Anhui Muliang , Maguan, and Agritech Development, from the first period presented. The transactions detailed above have been accounted for as reverse takeover transaction and a recapitalization of the Company; accordingly, the Company (the legal acquirer) is considered the accounting acquiree and Muliang HK (the legal acquiree) is considered the accounting acquirer. No goodwill has been recorded for these transactions. As a result of this transaction, the Company is deemed to be a continuation of the business of Muliang HK, Shanghai Mufeng, and Muliang Industry. Liquidity As reflected in the accompanying consolidated financial statements, we had net accumulated deficit of $3,965,137 and $6,876,227 as of December 31, 2022 and December 31, 2021, respectively. Our cash balances as of December 31, 2022 and December 31, 2021 were $73,313 and $38,013, respectively. We had current liability of $9,221,958 at December 31, 2022 which would be due within the next 12 months. In addition, we had net working capital of $8,112,564 and $5,403,720 at December 31, 2022 and 2021, respectively. Because the company is gradually recovering the accounts receivables affected by the Covid-19, and the sales are gradually returning to the normal level, the company’s current cash revenue and expenditure are normal, which did not affect the normal operation. Now, after Covid-19, the company has no problems with business sustainability. IPO financing will be used for new investments to expand the operating scale and does not affect the existing operating scale. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”) and Singapore dollar(“SGD”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates. Significant estimates include the useful lives of property and equipment, land use rights, assumptions used in assessing collectability of receivables and impairment for long-term assets. Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated VIE, including the VIE’ subsidiaries, for which the Muliang Viagoo is the primary beneficiary. All transactions and balances among the Company, its subsidiaries, the VIE and the VIE’ subsidiaries have been eliminated upon consolidation. As PRC laws and regulations welcome to invest in organic fertilizer industry businesses, the Muliang Viagoo operates its fertilizer business in the PRC through Muliang Industry and its subsidiaries, which are collectively referred as the “WFOEs”. By entering into a series of agreements (the “VIE Agreements”), the Muliang Viagoo, through WFOEs, obtained control over Muliang Industry and its subsidiaries (collectively referred as “VIE”). The VIE Agreements enable the Muliang Viagoo to (1) have power to direct the activities that most significantly affect the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. Accordingly, the Muliang Viagoo is considered the primary beneficiary of the VIE and has consolidated the VIE’ financial results of operations, assets and liabilities in the Muliang Viagoo’s consolidated financial statements. In making the conclusion that the Muliang Viagoo is the primary beneficiary of the VIE, the Muliang Viagoo’s rights under the Power of Attorney also provide the Muliang Viagoo’s abilities to direct the activities that most significantly impact the VIE’ economic performance. The Muliang Viagoo also believes that this ability to exercise control ensures that the VIE will continue to execute and renew the Master Exclusive Service Agreement and pay service fees to Muliang Viagoo. By charging service fees to be determined and adjusted at the sole discretion of Muliang Viagoo, and by ensuring that the Master Exclusive Service Agreement is executed and remains effective, Muliang Viagoo has the rights to receive substantially all of the economic benefits from the VIE. Details of the VIE Agreements, are set forth below: As of As of Current assets $ 17,244,572 $ 18,972,383 Non-current assets 7,698,,043 8,995,363 Total Assets 24,942,615 27,967,746 Current liabilities 7,967,596 12,794,076 Non-current liabilities 67,573 422,480 Total liabilities 8,035,169 13,216,556 Total shareholders’ equity (deficit) $ 16,907,446 $ 14,751,190 For the years ended 2022 2021 Net income $ 3,190,198 $ 2,254,902 Net cash provided by (used in) operating activities (1,315,795 ) 5,484,916 Net cash provided by (used in) investment activities (126,208 ) (1,158,773 ) Net cash provided by (used in) financing activities $ 1,444,460 $ (4,328,560 ) VIE Agreements that were entered to give the Muliang Viagoo effective control over the VIE include: Voting Rights Proxy Agreement and Irrevocable Power of Attorney Under which each shareholder of the VIE grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers of the VIE as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders of the VIE. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIE do not have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the WFOEs. Exclusive Option Agreement Under which each shareholder of the VIE granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from such shareholders of the VIE, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in the VIE for a purchase price equal to the registered capital. The shareholders of the VIE will then return the purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own option. The VIE and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividends. The restated option agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIE. Spousal Consent The spouse of each shareholder of the VIE has entered into a spousal consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or her spouse in the VIE in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests held by his or her spouse in the VIE do not constitute property jointly owned with his or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests. Loan Agreement Pursuant to the loan agreements between WFOEs and each shareholder of the VIE, WFOEs extended loans to the shareholders of the VIE, who had contributed the loan principal to the VIE as registered capital. The shareholders of VIE may repay the loans only by transferring their respective equity interests in VIE to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder. VIE Agreements that enables Muliang Viagoo to receive substantially all of the economic benefits from the VIE include: Equity Interest Pledge Agreement Pursuant to equity interest pledge agreement, each shareholder of the VIE has pledged all of his or her equity interest held in the VIE to WFOEs to secure the performance by VIE and their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services provided. In the event that the VIE breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged equity interests. The shareholders of the VIE shall not transfer their equity interests or create or permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire or terminate. Master Exclusive Service Agreement Pursuant to exclusive service agreement, WFOEs have the exclusive right to provide the VIE with technical support, consulting services and other services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIE may not accept any services covered by this agreement provided by any third party. The VIE agree to pay service fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing. Risks in relation to the VIE structure Muliang Viagoo believes that the contractual arrangements with the VIE and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Muliang Viagoo’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: ● Revoke the business and operating licenses of the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Discontinue or restrict the operations of any related-party transactions among the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Impose fines or other requirements on the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Require the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or; ● Restrict or prohibit the Muliang Viagoo’s use of the proceeds of the additional public offering to finance the Muliang Viagoo’s business and operations in China; ● Shut down the Muliang Viagoo’s servers or blocking the Muliang Viagoo’s online platform; ● Discontinue or place restrictions or onerous conditions on the Muliang Viagoo’s operations; and/or ● Require the Muliang Viagoo to undergo a costly and disruptive restructuring. Muliang Viagoo’s ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, Muliang Viagoo may not be able to consolidate the VIE in its consolidated financial statements as it may lose the ability to exert effective control over the VIE and its shareholders, and it may lose the ability to receive economic benefits from the VIE. Muliang Viagoo currently does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs, or the VIE. The following table sets forth the assets, liabilities, results of operations and cash flows of the VIE and their subsidiaries, which are included in Muliang Viagoo’s consolidated financial statements after the elimination of intercompany balances and transactions: Under the VIE Arrangements, Muliang Viagoo has the power to direct activities of the VIE and can have assets transferred out of the VIE. Therefore, Muliang Viagoo considers that there is no asset in the VIE that can be used only to settle obligations of the VIE, except for assets that correspond to the amount of the registered capital and PRC statutory reserves, if any. As the VIE are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIE do not have recourse to the general credit of Muliang Viagoo for any of the liabilities of the VIE. Currently there is no contractual arrangement which requires Muliang Viagoo to provide additional financial support to the VIE. However, as Muliang Viagoo conducts its businesses primarily based on the licenses held by the VIE, Muliang Viagoo has provided and will continue to provide financial support to the VIE. Revenue-producing assets held by the VIE include certain internet content provision (“ICP”) licenses and other licenses, domain names and trademarks. The ICP licenses and other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC, and therefore are integral to Muliang Viagoo’s operations. The ICP licenses require that core PRC trademark registrations and domain names are held by the VIE that provide the relevant services. Muliang Viagoo consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang 100% controlled Anhui Muliang, 65% controlled Maguan, and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 35% interest in Maguan, 20% interest in Yunnan Muliang, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. In addition, the Company maintains cash with various financial institutions. Accounts Receivable Accounts receivable are presented net of an allowance for doubtful accounts. In addition, the Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Inventories Inventories, consisting of raw materials, work in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method. Property, Plant and Equipment Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use. Estimated useful lives of the Company’s assets are as follows: Useful Life Building 20 years Operating equipment 5-10 years Vehicle 3-5 years Electronic equipment 3-20 years Office equipment 3-20 years Apple orchard 10 years The apple orchard includes rental for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for apple tree is ten years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work In Process—apple orchard, a component of inventories. Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results. Intangible Assets Included in the intangible assets are land use rights and non-patented technology. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Useful life for non-patented technology refers to the period during which economic benefits can be generated. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life. Estimated useful lives of the Company’s intangible assets are as follows: Useful Life Land use rights 50 years Non-patented technology 10 years The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over estimated useful life of 50 years for the land use rights. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the years ended December 31, 2022 and 2021. Advances from Customers Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. Non-controlling Interest Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. Revenue Recognition On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Accordingly, results for the reporting period beginning after January 1, 2018, are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. Management has determined that the adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period, nor did it result in a cumulative effect adjustment to opening retained earnings. Revenue for the sale of products is derived from contracts with customers, which primarily include the sale of fertilizer products and environmental protection equipment. The Company’s sales arrangements do not contain variable consideration. Instead, the Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied, and control of the products has been transferred to the customer. For the vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered and customer acceptance is made. Revenue for logistics-related services is derived from Viagoo subsidiaries. Through an online service platform, the company provides the operation management service to support customers. For VTM service, revenue is charged to carriers based on a certain percentage of the freight charges. For VES service, revenue is recognized based on monthly subscriptions by vehicles and by users. For system integration service, revenue is recognized over time based on the progress of the project and annual maintenance service. Cost of Sales Cost of goods sold consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs. Income Taxes The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax. Related Parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to the extent that one of the transacting parties might be prevented from fully pursuing its separate interests. The Company discloses all related party transactions. Accumulated Other Comprehensive Income Comprehensive income comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income consist of net income and unrealized gains from foreign currency translation adjustments. Foreign Currency Translation The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for the years ended December 31, 2022 and 2021 was loss of $1,823,732 and gain of $375,277, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. For business in China, asset and liability accounts at December 31, 2022 and 2021 were translated at 6.9091 RMB to $1 USD and 6.3588 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the years ended December 31, 2022 and 2021 were 6.7264 RMB and 6.4499 RMB to $1 USD, respectively. For business in Singapore, asset and liability accounts at December 31, 2022 and 2021 was translated at 1.3446 SGD to $1 USD and 1.3493 SGD to $1 USD respectively. The average translation rates applied to the statements of income for the years ended December 31, 2022 and 2021 was 1.3792 SGD to $1 USD and 1.3435 SGD to $1 USD respectively. Earnings per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities at December 31, 2022 and 2021. Fair Value of Financial Instruments The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, short-term loans, accounts payable, accrued expenses, advances from customers, VAT and service taxes payable and income taxes payable approximate their fair market value based on the short-term maturity of these instruments. ASC Topic 825-10 “ Financial Instruments The following table summarizes the carrying values of the Company’s financial instruments: December 31, December 31, Current portion of long-term loan $ 1,039,243 $ 1,174,756 Long-term loan - 283,860 $ 1,039,243 $ 1,458,616 Government Contribution Plan Pursuant to the laws applicable to PRC law, the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution. Statutory Reserve Pursuant to the laws applicable to the PRC, the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. Recent Accounting Pronouncement In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. For finance leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income ● Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis ● Classify all cash payments within operating activities in the statement of cash flows. In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11), which amends ASC 842 so that entities may elect not to recast their comparative periods in transition (the “Comparatives Under 840 Option”). ASU 2018-11 allows entities to change their date of initial application to the beginning of the period of adoption. In doing so, entities would: ● Apply ASC 840 in the comparative periods. ● Provide the disclosures required by ASC 840 for all periods that continue to be presented in accordance with ASC 840. ● Recognize the effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings for the period of adoption. In addition, the FASB also issued a series of amendments to ASU |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: December 31, December 31, Accounts receivable $ 12,849,490 $ 12,710,362 Less: Allowance for doubtful accounts (1,092,880 ) (1,276,858 ) Total, net $ 11,756,610 $ 11,433,504 The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company recognized bad debt allowance of $1,092,880 and $1,276,858 for the years ended December 31, 2022 and 2021. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories consisted of the following: December 31, December 31, Raw materials $ 47,326 $ 51,292 Finished goods 146,900 82,621 Impairment - - Total, net $ 194,226 $ 133,913 |
Prepayment
Prepayment | 12 Months Ended |
Dec. 31, 2022 | |
Prepayment [Abstract] | |
PREPAYMENT | NOTE 5 – PREPAYMENT The prepayment balance of $3,719,342 as of December 31, 2022 represents the advances paid to suppliers for the purchase of raw materials to be delivered in the next operating period. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 2022 and 2021 consisted of: December 31, December 31, 2022 2021 Building $ 2,795,874 $ 3,037,848 Operating equipment 2,740,527 2,981,424 Vehicle 82,034 89,134 Office equipment 78,714 100,851 Apple Orchard 924,972 1,110,067 Construction in progress 2,876,250 3,125,180 9,498,371 10,444,504 Less: Accumulated depreciation (3,493,796 ) (3,250,242 ) $ 6,004,575 $ 7,194,262 For the years ended December 31, 2022 and 2021, depreciation expense amounted to $494,439 and $513,563, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to their respective property and equipment category. The construction in progress of $2,876,250 represents the investment of a black goat processing plant located in Shuangbai County, Chuxiong City, Yunnan Province, PRC. |
Right of Use Assets
Right of Use Assets | 12 Months Ended |
Dec. 31, 2022 | |
Right of Use Assets [Abstract] | |
RIGHT OF USE ASSETS | NOTE 7 – RIGHT OF USE ASSETS The total balance of $1,274,228 as of December 31, 2022 represents the net value of two industrial land use rights located in Weihai City, Shandong Province, and Chuxiong City, Yunnan Province. The total cost of land use rights is $1,448,783 and the accumulated amortization is $174,555. |
Deferred Tax Assets, Net
Deferred Tax Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Tax Assets, Net [Abstract] | |
DEFERRED TAX ASSETS, NET | NOTE 8 – DEFERRED TAX ASSETS, NET The components of the deferred tax assets are as follows: December 31, December 31, 2022 2021 Deferred tax assets, non-current Deficit carried-forward $ 80,474 $ 87,438 Allowance 161,392 175,360 Deferred tax assets 241,866 262,798 Less: valuation allowance - - Deferred tax assets, non-current $ 241,866 $ 262,798 Deferred taxation is calculated under the liability method in respect of taxation effect arising from all timing differences, which are expected with reasonable probability to realize in the foreseeable future. The Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate. |
Loans
Loans | 12 Months Ended |
Dec. 31, 2022 | |
Loans [Abstract] | |
LOANS | NOTE 9 – LOANS Long-term loan and current portion of long-term loan consisted of the following: December 31, December 31, 2022 2021 Loan payable to Rushan City Rural Credit Union, annual interest 8.7875%, due by September 18 2023. $ 1,039,243 $ 1,174,756 Long-term loans due to individuals and entities without interest - 283,860 1,039,243 1,458,616 Current portion of long-term loans payable 1,039,243 1,174,756 Total, net $ - $ 283,860 As of December 31, 2022, the Company’s future loan obligations according to the terms of the loan agreement are as follows: Year 1 $ 1,039,243 Year 2 - Total $ 1,039,243 The Company recognized interest expenses of $124,730 and $151,720 for the years ended December 31, 2022 and 2021, respectively. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 10 – STOCKHOLDERS EQUITY Authorized Stock The Company has authorized 250,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. On April 5, 2019, the Company filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the creation of Blank Check Preferred Stock. As a result, the capital stock of the Company consisted of 250,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of blank check preferred stock after the filling. On October 30, 2019, 15,000,000 shares were designated to be Series A Preferred Stock out of the 50,000,000 shares of blank check preferred stock. On February 24, 2023,our Board of Directors declared a two-for-one reverse stock split of our authorized common stock and Series A Preferred Stock. There was no effect on total stockholders’ equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split. As of December 31, 2022, there were 250,000,000 common shares of the Company authorized, and 50,000,000 preferred shares authorized. Common Share Issuances On June 29, 2018, the outstanding amount $326,348 due to Mr. Wang, CEO and Chairman of the Company, were converted into 21,600 shares of Common Shares at $15.10 per share. On June 29, 2018 the Company issued 149,259 common shares of the Company at $15.10 for proceeds of $2,255,111 to Mr. Wang, CEO and Chairman of the Company. On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). No fractional shares of Common Stock will be issued as a result of the reverse stock split. The Stock Split does not affect the par value or the number of authorized shares of the Company’s common stock. On April 16, 2019, the Company filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Reverse stock Split. The reverse stock split took effect on May 7, 2019 The common shares outstanding have been retroactively restated to reflect the reverse stock split. On October 10, 2019 and November 1, 2019, the Company issued a total of 9,500,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 9,500,000 shares of common stock beneficially owned by him. Following the transaction, 9,500,000 shares of common stock were cancelled and returned to treasury. On June 19, 2020, Muliang Viagoo Technology Inc. entered into a Share Exchange Agreement with Viagoo Pte Ltd. (“Viagoo”) and all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. Pursuant to the Share Exchange Agreement, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder’s right, title and interest in and to the Viagoo’s capital stock. The aggregate purchase price for the Shares was US$2,830,800, paid in 505,500 shares of the Company’s restricted common stock, valued at $5.60 per share. On June 28, 2020, the Company issued 25,000 of restricted common stock as the compensation for Shaw Cheng “David” Chong, the new Chief Financial Officer of the Company. On December 29, 2020, the Company issued 50,000 of restricted common stock to two investors for US$280,000 valued at $5.60 per share. On February 24, 2023, the Company’s Board of Directors and majority shareholder approved a 2 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock and preferred stock. There was no effect on total stockholders’ equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split. As of the date of this report, there were 19,251,477 shares of common stock outstanding. Blank Check Preferred Stock On April 4, 2019, the Company’s Board of Directors and majority shareholder approved creation of fifty million (50,000,000) shares of Blank Check Preferred Stock, $0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors. On April 5, 2019, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to authorize the creation of Blank Check Preferred Stock. On October 30, 2019, 15,000,000 shares were designated to be Series A Preferred Stock out of the 50,000,000 shares of blank check preferred stock. Series A Preferred Stock On October 30, 2019, the Company’s Board of Directors and majority shareholder approved to designate 15,000,000 shares as Series A Preferred Stock out of the 50,000,000 shares of blank check preferred stock, which the preferences and relative and other rights, and the qualifications, limitations or restrictions thereof, shall be set forth in the discussion below under the “Series A Preferred Stock”. A certificate of designation for the Series A Preferred Stock was filed with the Secretary of the State of the State of Nevada on October 30, 2019. The holders of Series A Preferred Stock shall not be entitled to receive dividends of any kind. The Series A Preferred Stock shall not be subject to conversion into Common Stock or other equity authorized to be issued by the Corporation. The holders of the issued and outstanding shares of Series A Preferred Stock shall have voting rights equal to ten (10) shares of Common Stock for each share of Series A Preferred Stock. On November 1, 2019, the Company issued a total of 9,500,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 9,500,000 shares of common stock beneficially owned by him. Following the transaction, 9,500,000 shares of common stock were cancelled and returned to treasury. On February 24, 2023, the Company’s Board of Directors and majority shareholder approved a 2 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock and preferred stock. There was no effect on total stockholders’ equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split. As of the filling date, there were 9,500,000 shares of Series A Preferred Stock issued outstanding. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS *Due from related parties The due from related parties balance as of December 31, 2022 and 2021 were $0 and $716,721 respectively. For the year ended December 31, 2021, the Company borrowed $4,909,854 from Mr. Lirong Wang, and repaid $3,037,704. These advances are due on demand, non-interest bearing, and unsecured unless further disclosed. *Due to related parties Outstanding balance due to Mr. Lirong Wang, Ms. Xueying Sheng and Mr. Guohua Lin below are advances to the Company as working capital. These advances are due on demand, non-interest bearing, and unsecured, unless further disclosed. December 31, December 31, 2022 2021 Relationship Mr. Lirong Wang 897,821 - The CEO and Chairman / Actual controlling person Ms. Xueying Sheng 102,007 103,390 Controller/Accounting Manager of the Company Mr. Guohua Lin 45,080 58,039 Senior management / One of the Company’s shareholders Mr. Zhongfang Wang 316 - Father of Lirong Wang Total 1,045,224 161,429 For the year ended December 31, 2022, the Company borrowed $60,166 from Mr. Guohua Lin, and repaid $73,125. For the year ended December 31, 2021, the Company borrowed $11,663 from Mr. Guohua Lin, and repaid $9,406. For the year ended December 31, 2022, the Company borrowed $16,530 from Ms. Xueying Sheng and repaid $17,913. For the year ended December 31, 2021, the Company borrowed $18,605 from Ms. Xueying Sheng and repaid $12,803. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 12 – CONCENTRATIONS Customers Concentrations The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 2021 Customer Amount % Amount % Guangzhou Lvxing Organic Agricultural Products Co., Ltd 4,774,456 40 % 3,521,542 36 % Guangzhou Xianshangge Trading Co., Ltd 4,503,761 38 % 3,414,994 35 % Suppliers Concentrations The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 2021 Suppliers Amount % Amount % A 678,040 12 % 977,168 19 % B 3,735,133 64 % 913,496 18 % C N/A N/A 837,216 16 % D N/A N/A 623,261 12 % E N/A N/A 621,401 12 % Credit Risks The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At December 31, 2022 and 2021, the Company’s cash balances by geographic area were as follows: December 31, December 31, 2022 2021 United States $ - - % $ - - % China 8,122 11 % 31,787 84 % Singapore 65,191 89 % 6,226 16 % Total cash and cash equivalents $ 73,313 100 % $ 38,013 100 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES United States Muliang Viagoo is established in the State of Nevada in the United States and is subject to Nevada State and US Federal tax laws. Muliang Viagoo has approximately $948,348 of unused net operating losses (“NOLs”) available for carrying forward to future years for U.S. federal income tax reporting purposes. The benefit from the carry forward of such NOLs will begin expiring during the year ended December 31, 2034. Because United States tax laws limit the time during which NOL carry forwards may be applied against future taxable income, the Company may be unable to take full advantage of its NOLs for federal income tax purposes should the Company generate taxable income. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes. Hong Kong Muliang HK is established in Hong Kong and its income is subject to a 16.5% profit tax rate for income sourced within the Special Administrative Region. For the years ended December 31, 2022 and 2021, Muliang HK did not earn any income derived in Hong Kong, and therefore was not subject to Hong Kong Profits Tax. Singapore Viagoo is incorporated in Singapore where tax is levied on profits at rate of 17.0%. Singapore uses a territorial tax system. Post-tax profit distributions (i.e. dividends) to shareholders are tax-free. Singapore does not tax on capital gains. China, PRC Shanghai Mufeng and its subsidiaries Muliang Industry, Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Zhonglian, Heilongjiang Anhui Muliang, Maguan, and Yunnan Muliang are established in China and its income is subject to income tax rate of 25%. The reconciliation of effective income tax rate as follows: For the Years Ended December 31, December 31, 2022 2021 US Statutory income tax rate 21.00 % 21.00 % PRC income tax adjustment 4.00 % 4.00 % Valuation allowance (13.00 )% (28.03 )% Effect of expenses not deductible for tax purpose 0.00 % 0.00 % Effect of income tax exemptions and reliefs 0.00 % 0.00 % Others (0.00 )% (5.40 )% Total 12.00 % (8.43 )% The provision for income taxes consists of the following: For the Years Ended 2022 2021 Current $ 438,885 $ 22,931 Deferred - 192,050 Total $ 438,885 $ 214,981 Accounting for Uncertainty in Income Taxes The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional tax liabilities. ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no provision for uncertainty in income taxes was necessary as of December 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On February 24, 2023, our Board of Directors declared a two-for-one reverse stock split of our common stock and Series A Preferred Stock. There was no effect on total stockholders’ equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split. The Company has evaluated subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to December 31, 2022 but prior to April 17, 2023, the date the financial statements were available to be issued, there was no subsequent event that would require disclosure to or adjustment to the financial statements other than the ones disclosed above. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”) and Singapore dollar(“SGD”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates. Significant estimates include the useful lives of property and equipment, land use rights, assumptions used in assessing collectability of receivables and impairment for long-term assets. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated VIE, including the VIE’ subsidiaries, for which the Muliang Viagoo is the primary beneficiary. All transactions and balances among the Company, its subsidiaries, the VIE and the VIE’ subsidiaries have been eliminated upon consolidation. As PRC laws and regulations welcome to invest in organic fertilizer industry businesses, the Muliang Viagoo operates its fertilizer business in the PRC through Muliang Industry and its subsidiaries, which are collectively referred as the “WFOEs”. By entering into a series of agreements (the “VIE Agreements”), the Muliang Viagoo, through WFOEs, obtained control over Muliang Industry and its subsidiaries (collectively referred as “VIE”). The VIE Agreements enable the Muliang Viagoo to (1) have power to direct the activities that most significantly affect the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. Accordingly, the Muliang Viagoo is considered the primary beneficiary of the VIE and has consolidated the VIE’ financial results of operations, assets and liabilities in the Muliang Viagoo’s consolidated financial statements. In making the conclusion that the Muliang Viagoo is the primary beneficiary of the VIE, the Muliang Viagoo’s rights under the Power of Attorney also provide the Muliang Viagoo’s abilities to direct the activities that most significantly impact the VIE’ economic performance. The Muliang Viagoo also believes that this ability to exercise control ensures that the VIE will continue to execute and renew the Master Exclusive Service Agreement and pay service fees to Muliang Viagoo. By charging service fees to be determined and adjusted at the sole discretion of Muliang Viagoo, and by ensuring that the Master Exclusive Service Agreement is executed and remains effective, Muliang Viagoo has the rights to receive substantially all of the economic benefits from the VIE. Details of the VIE Agreements, are set forth below: As of As of Current assets $ 17,244,572 $ 18,972,383 Non-current assets 7,698,,043 8,995,363 Total Assets 24,942,615 27,967,746 Current liabilities 7,967,596 12,794,076 Non-current liabilities 67,573 422,480 Total liabilities 8,035,169 13,216,556 Total shareholders’ equity (deficit) $ 16,907,446 $ 14,751,190 For the years ended 2022 2021 Net income $ 3,190,198 $ 2,254,902 Net cash provided by (used in) operating activities (1,315,795 ) 5,484,916 Net cash provided by (used in) investment activities (126,208 ) (1,158,773 ) Net cash provided by (used in) financing activities $ 1,444,460 $ (4,328,560 ) VIE Agreements that were entered to give the Muliang Viagoo effective control over the VIE include: Voting Rights Proxy Agreement and Irrevocable Power of Attorney Under which each shareholder of the VIE grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers of the VIE as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders of the VIE. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIE do not have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the WFOEs. Exclusive Option Agreement Under which each shareholder of the VIE granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from such shareholders of the VIE, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in the VIE for a purchase price equal to the registered capital. The shareholders of the VIE will then return the purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own option. The VIE and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividends. The restated option agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIE. Spousal Consent The spouse of each shareholder of the VIE has entered into a spousal consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or her spouse in the VIE in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests held by his or her spouse in the VIE do not constitute property jointly owned with his or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests. Loan Agreement Pursuant to the loan agreements between WFOEs and each shareholder of the VIE, WFOEs extended loans to the shareholders of the VIE, who had contributed the loan principal to the VIE as registered capital. The shareholders of VIE may repay the loans only by transferring their respective equity interests in VIE to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder. VIE Agreements that enables Muliang Viagoo to receive substantially all of the economic benefits from the VIE include: Equity Interest Pledge Agreement Pursuant to equity interest pledge agreement, each shareholder of the VIE has pledged all of his or her equity interest held in the VIE to WFOEs to secure the performance by VIE and their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services provided. In the event that the VIE breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged equity interests. The shareholders of the VIE shall not transfer their equity interests or create or permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire or terminate. Master Exclusive Service Agreement Pursuant to exclusive service agreement, WFOEs have the exclusive right to provide the VIE with technical support, consulting services and other services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIE may not accept any services covered by this agreement provided by any third party. The VIE agree to pay service fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing. Risks in relation to the VIE structure Muliang Viagoo believes that the contractual arrangements with the VIE and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Muliang Viagoo’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: ● Revoke the business and operating licenses of the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Discontinue or restrict the operations of any related-party transactions among the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Impose fines or other requirements on the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities; ● Require the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or; ● Restrict or prohibit the Muliang Viagoo’s use of the proceeds of the additional public offering to finance the Muliang Viagoo’s business and operations in China; ● Shut down the Muliang Viagoo’s servers or blocking the Muliang Viagoo’s online platform; ● Discontinue or place restrictions or onerous conditions on the Muliang Viagoo’s operations; and/or ● Require the Muliang Viagoo to undergo a costly and disruptive restructuring. Muliang Viagoo’s ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, Muliang Viagoo may not be able to consolidate the VIE in its consolidated financial statements as it may lose the ability to exert effective control over the VIE and its shareholders, and it may lose the ability to receive economic benefits from the VIE. Muliang Viagoo currently does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs, or the VIE. The following table sets forth the assets, liabilities, results of operations and cash flows of the VIE and their subsidiaries, which are included in Muliang Viagoo’s consolidated financial statements after the elimination of intercompany balances and transactions: Under the VIE Arrangements, Muliang Viagoo has the power to direct activities of the VIE and can have assets transferred out of the VIE. Therefore, Muliang Viagoo considers that there is no asset in the VIE that can be used only to settle obligations of the VIE, except for assets that correspond to the amount of the registered capital and PRC statutory reserves, if any. As the VIE are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIE do not have recourse to the general credit of Muliang Viagoo for any of the liabilities of the VIE. Currently there is no contractual arrangement which requires Muliang Viagoo to provide additional financial support to the VIE. However, as Muliang Viagoo conducts its businesses primarily based on the licenses held by the VIE, Muliang Viagoo has provided and will continue to provide financial support to the VIE. Revenue-producing assets held by the VIE include certain internet content provision (“ICP”) licenses and other licenses, domain names and trademarks. The ICP licenses and other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC, and therefore are integral to Muliang Viagoo’s operations. The ICP licenses require that core PRC trademark registrations and domain names are held by the VIE that provide the relevant services. Muliang Viagoo consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang 100% controlled Anhui Muliang, 65% controlled Maguan, and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 35% interest in Maguan, 20% interest in Yunnan Muliang, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. In addition, the Company maintains cash with various financial institutions. |
Accounts Receivable | Accounts Receivable Accounts receivable are presented net of an allowance for doubtful accounts. In addition, the Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. |
Inventories | Inventories Inventories, consisting of raw materials, work in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method. |
Property, Plant and Equipment | Property, Plant and Equipment Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use. Estimated useful lives of the Company’s assets are as follows: Useful Life Building 20 years Operating equipment 5-10 years Vehicle 3-5 years Electronic equipment 3-20 years Office equipment 3-20 years Apple orchard 10 years The apple orchard includes rental for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for apple tree is ten years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work In Process—apple orchard, a component of inventories. Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results. |
Intangible Assets | Intangible Assets Included in the intangible assets are land use rights and non-patented technology. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Useful life for non-patented technology refers to the period during which economic benefits can be generated. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life. Estimated useful lives of the Company’s intangible assets are as follows: Useful Life Land use rights 50 years Non-patented technology 10 years The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over estimated useful life of 50 years for the land use rights. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the years ended December 31, 2022 and 2021. |
Advances from Customers | Advances from Customers Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. |
Non-controlling Interest | Non-controlling Interest Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Accordingly, results for the reporting period beginning after January 1, 2018, are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. Management has determined that the adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period, nor did it result in a cumulative effect adjustment to opening retained earnings. Revenue for the sale of products is derived from contracts with customers, which primarily include the sale of fertilizer products and environmental protection equipment. The Company’s sales arrangements do not contain variable consideration. Instead, the Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied, and control of the products has been transferred to the customer. For the vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered and customer acceptance is made. Revenue for logistics-related services is derived from Viagoo subsidiaries. Through an online service platform, the company provides the operation management service to support customers. For VTM service, revenue is charged to carriers based on a certain percentage of the freight charges. For VES service, revenue is recognized based on monthly subscriptions by vehicles and by users. For system integration service, revenue is recognized over time based on the progress of the project and annual maintenance service. |
Cost of Sales | Cost of Sales Cost of goods sold consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax. |
Related Parties | Related Parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to the extent that one of the transacting parties might be prevented from fully pursuing its separate interests. The Company discloses all related party transactions. |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Comprehensive income comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income consist of net income and unrealized gains from foreign currency translation adjustments. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for the years ended December 31, 2022 and 2021 was loss of $1,823,732 and gain of $375,277, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. For business in China, asset and liability accounts at December 31, 2022 and 2021 were translated at 6.9091 RMB to $1 USD and 6.3588 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the years ended December 31, 2022 and 2021 were 6.7264 RMB and 6.4499 RMB to $1 USD, respectively. For business in Singapore, asset and liability accounts at December 31, 2022 and 2021 was translated at 1.3446 SGD to $1 USD and 1.3493 SGD to $1 USD respectively. The average translation rates applied to the statements of income for the years ended December 31, 2022 and 2021 was 1.3792 SGD to $1 USD and 1.3435 SGD to $1 USD respectively. |
Earnings per Share | Earnings per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities at December 31, 2022 and 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, short-term loans, accounts payable, accrued expenses, advances from customers, VAT and service taxes payable and income taxes payable approximate their fair market value based on the short-term maturity of these instruments. ASC Topic 825-10 “ Financial Instruments The following table summarizes the carrying values of the Company’s financial instruments: December 31, December 31, Current portion of long-term loan $ 1,039,243 $ 1,174,756 Long-term loan - 283,860 $ 1,039,243 $ 1,458,616 |
Government Contribution Plan | Government Contribution Plan Pursuant to the laws applicable to PRC law, the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution. |
Statutory Reserve | Statutory Reserve Pursuant to the laws applicable to the PRC, the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. For finance leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income ● Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis ● Classify all cash payments within operating activities in the statement of cash flows. In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11), which amends ASC 842 so that entities may elect not to recast their comparative periods in transition (the “Comparatives Under 840 Option”). ASU 2018-11 allows entities to change their date of initial application to the beginning of the period of adoption. In doing so, entities would: ● Apply ASC 840 in the comparative periods. ● Provide the disclosures required by ASC 840 for all periods that continue to be presented in accordance with ASC 840. ● Recognize the effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings for the period of adoption. In addition, the FASB also issued a series of amendments to ASU 2016-02 that address the transition methods available and clarify the guidance for lessor costs and other aspects of the new lease standard. The management has reviewed the accounting pronouncements and adopted the new standard on January 1, 2019 using the modified retrospective method of adoption. In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.. In February 2020, the FASB issued ASU 2020-02, “Financial Instruments — Credit Losses (Topic 326) and Leases (topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (topic 842)”. This ASU provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses. This ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements. The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Details of the VIE Agreements [Abstract] | |
Schedule of details of the VIE agreements | As of As of Current assets $ 17,244,572 $ 18,972,383 Non-current assets 7,698,,043 8,995,363 Total Assets 24,942,615 27,967,746 Current liabilities 7,967,596 12,794,076 Non-current liabilities 67,573 422,480 Total liabilities 8,035,169 13,216,556 Total shareholders’ equity (deficit) $ 16,907,446 $ 14,751,190 For the years ended 2022 2021 Net income $ 3,190,198 $ 2,254,902 Net cash provided by (used in) operating activities (1,315,795 ) 5,484,916 Net cash provided by (used in) investment activities (126,208 ) (1,158,773 ) Net cash provided by (used in) financing activities $ 1,444,460 $ (4,328,560 ) |
Schedule of estimated useful lives | Useful Life Building 20 years Operating equipment 5-10 years Vehicle 3-5 years Electronic equipment 3-20 years Office equipment 3-20 years Apple orchard 10 years |
Schedule of intangible assets estimated useful lives | Useful Life Land use rights 50 years Non-patented technology 10 years |
Schedule of carrying values of financial instruments | December 31, December 31, Current portion of long-term loan $ 1,039,243 $ 1,174,756 Long-term loan - 283,860 $ 1,039,243 $ 1,458,616 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | December 31, December 31, Accounts receivable $ 12,849,490 $ 12,710,362 Less: Allowance for doubtful accounts (1,092,880 ) (1,276,858 ) Total, net $ 11,756,610 $ 11,433,504 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, December 31, Raw materials $ 47,326 $ 51,292 Finished goods 146,900 82,621 Impairment - - Total, net $ 194,226 $ 133,913 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, December 31, 2022 2021 Building $ 2,795,874 $ 3,037,848 Operating equipment 2,740,527 2,981,424 Vehicle 82,034 89,134 Office equipment 78,714 100,851 Apple Orchard 924,972 1,110,067 Construction in progress 2,876,250 3,125,180 9,498,371 10,444,504 Less: Accumulated depreciation (3,493,796 ) (3,250,242 ) $ 6,004,575 $ 7,194,262 |
Deferred Tax Assets, Net (Table
Deferred Tax Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Tax Assets, Net [Abstract] | |
Schedule of deferred tax assets | December 31, December 31, 2022 2021 Deferred tax assets, non-current Deficit carried-forward $ 80,474 $ 87,438 Allowance 161,392 175,360 Deferred tax assets 241,866 262,798 Less: valuation allowance - - Deferred tax assets, non-current $ 241,866 $ 262,798 |
Loans (Tables)
Loans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans [Abstract] | |
Schedule of long-term loan and current portion of long-term loan | December 31, December 31, 2022 2021 Loan payable to Rushan City Rural Credit Union, annual interest 8.7875%, due by September 18 2023. $ 1,039,243 $ 1,174,756 Long-term loans due to individuals and entities without interest - 283,860 1,039,243 1,458,616 Current portion of long-term loans payable 1,039,243 1,174,756 Total, net $ - $ 283,860 |
Schedule of future loan obligations | Year 1 $ 1,039,243 Year 2 - Total $ 1,039,243 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Balance Due to Related Parties [Abstract] | |
Schedule of balance due to related parties | December 31, December 31, 2022 2021 Relationship Mr. Lirong Wang 897,821 - The CEO and Chairman / Actual controlling person Ms. Xueying Sheng 102,007 103,390 Controller/Accounting Manager of the Company Mr. Guohua Lin 45,080 58,039 Senior management / One of the Company’s shareholders Mr. Zhongfang Wang 316 - Father of Lirong Wang Total 1,045,224 161,429 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations (Tables) [Line Items] | |
Schedule of concentration of customers, suppliers & geographic area | December 31, December 31, 2022 2021 United States $ - - % $ - - % China 8,122 11 % 31,787 84 % Singapore 65,191 89 % 6,226 16 % Total cash and cash equivalents $ 73,313 100 % $ 38,013 100 % |
Customer Concentration Risk [Member] | |
Concentrations (Tables) [Line Items] | |
Schedule of concentration of customers, suppliers & geographic area | For the years ended December 31, 2022 2021 Customer Amount % Amount % Guangzhou Lvxing Organic Agricultural Products Co., Ltd 4,774,456 40 % 3,521,542 36 % Guangzhou Xianshangge Trading Co., Ltd 4,503,761 38 % 3,414,994 35 % |
Supplier Concentration Risk [Member] | |
Concentrations (Tables) [Line Items] | |
Schedule of concentration of customers, suppliers & geographic area | For the years ended December 31, 2022 2021 Suppliers Amount % Amount % A 678,040 12 % 977,168 19 % B 3,735,133 64 % 913,496 18 % C N/A N/A 837,216 16 % D N/A N/A 623,261 12 % E N/A N/A 621,401 12 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of effective income tax rate | For the Years Ended December 31, December 31, 2022 2021 US Statutory income tax rate 21.00 % 21.00 % PRC income tax adjustment 4.00 % 4.00 % Valuation allowance (13.00 )% (28.03 )% Effect of expenses not deductible for tax purpose 0.00 % 0.00 % Effect of income tax exemptions and reliefs 0.00 % 0.00 % Others (0.00 )% (5.40 )% Total 12.00 % (8.43 )% |
Schedule of provision for income taxes | For the Years Ended 2022 2021 Current $ 438,885 $ 22,931 Deferred - 192,050 Total $ 438,885 $ 214,981 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 16, 2022 USD ($) | Jun. 08, 2017 | Jul. 07, 2016 | Feb. 22, 2016 | Jan. 11, 2016 USD ($) shares | Sep. 03, 2015 shares | Dec. 07, 2006 | Jun. 19, 2020 USD ($) $ / shares shares | Oct. 27, 2016 | Jul. 17, 2013 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2017 USD ($) | Dec. 29, 2020 USD ($) | Oct. 30, 2019 shares | Apr. 05, 2019 $ / shares shares | Jul. 08, 2015 USD ($) | Nov. 06, 2013 USD ($) | Nov. 06, 2013 CNY (¥) | Jul. 17, 2013 CNY (¥) | May 27, 2013 | |
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Limited liability, percentage | 65% | 65% | |||||||||||||||||||
Outstanding equity percentage | 100% | 100% | |||||||||||||||||||
Equity outstanding | ¥ | ¥ 20,000,000 | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | shares | 19,251,477 | 19,251,477 | |||||||||||||||||||
Number of investors | 39 | ||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 19,251,477 | 19,251,477 | |||||||||||||||||||
Loss before income taxes provisions | $ 3,358,421 | $ 1,946,158 | $ 33,323 | ||||||||||||||||||
Owned subsidiary | 100% | 100% | |||||||||||||||||||
Common stock per value (in Dollars per share) | $ / shares | $ 5.6 | ||||||||||||||||||||
Equity Interest | 100% | ||||||||||||||||||||
Exchange consideration | $ 5,254,001.2 | ||||||||||||||||||||
Preferred stock, shares issued (in Shares) | shares | 15,000,000 | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Aggregate purchase price | $ 2,830,800 | $ 280,000 | |||||||||||||||||||
Restricted shares (in Shares) | shares | 505,500 | ||||||||||||||||||||
Goodwill | $ 673,278 | ||||||||||||||||||||
Consideration paid | 5,254,001.2 | ||||||||||||||||||||
Net accumulated deficit | (3,965,137) | $ (6,876,227) | |||||||||||||||||||
Cash balances | 73,313 | 38,013 | |||||||||||||||||||
Current liabilities | 9,221,958 | 13,770,110 | |||||||||||||||||||
Working capital | 8,112,564 | $ 5,403,720 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding (in Shares) | shares | 19,251,477 | ||||||||||||||||||||
Muliang Viagoo [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding (in Shares) | shares | 75,262,500 | ||||||||||||||||||||
Remaining shares held (in Shares) | shares | 15,262,500 | ||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 64,737,500 | ||||||||||||||||||||
Common stock issued for agreement, shares (in Shares) | shares | 60,000,000 | ||||||||||||||||||||
Muliang Viagoo [Member] | Common Stock [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Aggregate consideration amount | $ 64,737.5 | ||||||||||||||||||||
Lirong Wang [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock issued for agreement | $ 800 | ||||||||||||||||||||
Mullan Agritech [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 250,000,000 | ||||||||||||||||||||
Equity Interest | 100% | ||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares issued (in Shares) | shares | 50,000,000 | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||
Aggregate purchase price | $ 2,830,800 | ||||||||||||||||||||
Business Acquisition [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Acquired equity purchase agreement, percentage | 100% | 100% | |||||||||||||||||||
Acquisition percentage | 40% | 40% | |||||||||||||||||||
Description of owned subsidiaries | Muliang Industry established a subsidiary, namely, Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”) in Beijing City, China. Muliang Industry owns 65% shares of Zhonglian, and a third-party company, Zhongrui Huilian (Beijing) Technology Co., Ltd owns the other 35% shares. Zhonglian is to develop and operate an online agricultural products trading platform. | Muliang Industry established a subsidiary, namely, Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd. owns the other 45% shares. Yunnan Muliang was setup for the sales development of West China. | As a result, Muliang Industry has two wholly-owned subsidiaries (Shanghai Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly owned subsidiary Zongbao Cangzhou. | ||||||||||||||||||
Business Acquisition [Member] | Muliang Viagoo [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Consideration value | $ 5,000 | ||||||||||||||||||||
Lirong Wang [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Limited liability, percentage | 95% | ||||||||||||||||||||
Zongfang Wang [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Limited liability, percentage | 5% | ||||||||||||||||||||
Weihai Fukang Bio-Fertilizer Co., Ltd. [Member] | Business Acquisition [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Acquired equity purchase agreement, percentage | 99% | ||||||||||||||||||||
Mr. Hui Song. [Member] | Business Acquisition [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Acquired equity purchase agreement, percentage | 99% | ||||||||||||||||||||
Mr. Hui Song [Member] | Business Acquisition [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Acquired equity purchase agreement, percentage | 1% | ||||||||||||||||||||
Mr. Jianping Zhang [Member] | Business Acquisition [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Consideration value | $ 65,000 | ¥ 400,000 | |||||||||||||||||||
Shanghai Zongbao [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Equity outstanding | $ 3,200,000 | ||||||||||||||||||||
Chenxi Shi [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding (in Shares) | shares | 60,000,000 | ||||||||||||||||||||
Viagoo [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Remaining shares held (in Shares) | shares | 505,500 | ||||||||||||||||||||
Purchase amount | $ 2,830,800 | ||||||||||||||||||||
Common stock per value (in Dollars per share) | $ / shares | $ 5.6 | ||||||||||||||||||||
Muliang Agritech Inc. [Member] | Business Acquisition [Member] | |||||||||||||||||||||
Organization and Nature of Operations (Details) [Line Items] | |||||||||||||||||||||
Acquired equity purchase agreement, percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Non-controlling interest, description | Muliang Viagoo consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang 100% controlled Anhui Muliang, 65% controlled Maguan, and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 35% interest in Maguan, 20% interest in Yunnan Muliang, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements. | |
Straight-line method over estimated useful life | 50 years | |
Enterprise income tax | 25% | |
Translation adjustment | $ 1,823,732 | $ 375,277 |
Statutory surplus reserve fund, description | Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). | |
China [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Asset and liability average translation rates | For business in China, asset and liability accounts at December 31, 2022 and 2021 were translated at 6.9091 RMB to $1 USD and 6.3588 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the years ended December 31, 2022 and 2021 were 6.7264 RMB and 6.4499 RMB to $1 USD, respectively. | |
Singapore [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Asset and liability average translation rates | For business in Singapore, asset and liability accounts at December 31, 2022 and 2021 was translated at 1.3446 SGD to $1 USD and 1.3493 SGD to $1 USD respectively. The average translation rates applied to the statements of income for the years ended December 31, 2022 and 2021 was 1.3792 SGD to $1 USD and 1.3435 SGD to $1 USD respectively. | |
Apple Orchard [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Estimated production life | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of details of the VIE agreements - VIE Agreements [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of details of the VIE agreements [Line Items] | ||
Current assets | $ 17,244,572 | $ 18,972,383 |
Non-current assets | 7,698,043 | 8,995,363 |
Total Assets | 24,942,615 | 27,967,746 |
Current liabilities | 7,967,596 | 12,794,076 |
Non-current liabilities | 67,573 | 422,480 |
Total liabilities | 8,035,169 | 13,216,556 |
Total shareholders’ equity (deficit) | 16,907,446 | 14,751,190 |
Net income | 3,190,198 | 2,254,902 |
Net cash provided by (used in) operating activities | (1,315,795) | 5,484,916 |
Net cash provided by (used in) investment activities | (126,208) | (1,158,773) |
Net cash provided by (used in) financing activities | $ 1,444,460 | $ (4,328,560) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 20 years |
Operating equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 5 years |
Operating equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 10 years |
Vehicle [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 3 years |
Vehicle [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 5 years |
Electronic equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 3 years |
Electronic equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 20 years |
Office Equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 20 years |
Apple Orchard [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Property, plant and equipment, Useful Life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets estimated useful lives | 12 Months Ended |
Dec. 31, 2022 | |
Land use rights [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets estimated useful lives [Line Items] | |
Intangible assets, Useful Life | 50 years |
Non-patented technology [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets estimated useful lives [Line Items] | |
Intangible assets, Useful Life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of carrying values of financial instruments - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Carrying Values Of Financial Instruments Abstract | ||
Current portion of long-term loan | $ 1,039,243 | $ 1,174,756 |
Long-term loan | 283,860 | |
Total | $ 1,039,243 | $ 1,458,616 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Bad debt allowance | $ 1,092,880 | $ 1,276,858 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accounts Receivable Abstract | ||
Accounts receivable | $ 12,849,490 | $ 12,710,362 |
Less: Allowance for doubtful accounts | (1,092,880) | (1,276,858) |
Total, net | $ 11,756,610 | $ 11,433,504 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 47,326 | $ 51,292 |
Finished goods | 146,900 | 82,621 |
Impairment | ||
Total, net | $ 194,226 | $ 133,913 |
Prepayment (Details)
Prepayment (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Suppliers [Member] | |
Prepayment (Details) [Line Items] | |
Advances paid | $ 3,719,342 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 494,439 | $ 513,563 |
Construction in progress | $ 2,876,250 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,498,371 | $ 10,444,504 |
Less: Accumulated depreciation | (3,493,796) | (3,250,242) |
Property, plant and equipment, net | 6,004,575 | 7,194,262 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,795,874 | 3,037,848 |
Operating equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,740,527 | 2,981,424 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 82,034 | 89,134 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 78,714 | 100,851 |
Apple Orchard [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 924,972 | 1,110,067 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,876,250 | $ 3,125,180 |
Right of Use Assets (Details)
Right of Use Assets (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Right of Use Assets (Details) [Line Items] | |
Total cost | $ 1,274,228 |
Number of industrial land use rights | 2 |
Accumulated amortization cost | $ 174,555 |
Land Use Right [Member] | |
Right of Use Assets (Details) [Line Items] | |
Book net value | $ 1,448,783 |
Deferred Tax Assets, Net (Detai
Deferred Tax Assets, Net (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets, non-current | ||
Deficit carried-forward | $ 80,474 | $ 87,438 |
Allowance | 161,392 | 175,360 |
Deferred tax assets | 241,866 | 262,798 |
Less: valuation allowance | ||
Deferred tax assets, non-current | $ 241,866 | $ 262,798 |
Loans (Details)
Loans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loans [Abstract] | ||
Interest expenses | $ 124,730 | $ 151,720 |
Loans (Details) - Schedule of l
Loans (Details) - Schedule of long-term loan and current portion of long-term loan - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Loans (Details) - Schedule of long-term loan and current portion of long-term loan [Line Items] | ||
Loans payable, gross | $ 1,039,243 | $ 1,458,616 |
Current portion of long-term loans payable | 1,039,243 | 1,174,756 |
Total, net | 283,860 | |
Rushan City Rural Credit Union [Member] | ||
Loans (Details) - Schedule of long-term loan and current portion of long-term loan [Line Items] | ||
Loans payable, gross | $ 1,039,243 | 1,174,756 |
Individuals and Entities [Member] | ||
Loans (Details) - Schedule of long-term loan and current portion of long-term loan [Line Items] | ||
Loans payable, gross | $ 283,860 |
Loans (Details) - Schedule of_2
Loans (Details) - Schedule of long-term loan and current portion of long-term loan (Parentheticals) - Rushan City Rural Credit Union [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Loans (Details) - Schedule of long-term loan and current portion of long-term loan (Parentheticals) [Line Items] | |
Annual interest | 8.7875% |
Loan payment due | Sep. 18, 2023 |
Loans (Details) - Schedule of f
Loans (Details) - Schedule of future loan obligations | Dec. 31, 2022 USD ($) |
Schedule Of Future Loan Obligations Abstract | |
Year 1 | $ 1,039,243 |
Year 2 | |
Total | $ 1,039,243 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Feb. 24, 2023 | Apr. 04, 2019 | Dec. 29, 2020 | Jun. 28, 2020 | Oct. 30, 2019 | Jun. 29, 2018 | Dec. 31, 2022 | Dec. 16, 2022 | Dec. 31, 2021 | Jun. 19, 2020 | Nov. 01, 2019 | Oct. 10, 2019 | Apr. 05, 2019 | |
Stockholders Equity (Details) [Line Items] | |||||||||||||
Common stock, shares authorized | 250,000,000 | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares issued | 15,000,000 | ||||||||||||
Shares of blank check preferred stock | 50,000,000 | ||||||||||||
Common stock shares authorized | 250,000,000 | 250,000,000 | |||||||||||
Preferred stock shares authorized | 50,000,000 | ||||||||||||
Equity interest | 100% | ||||||||||||
Aggregate purchase price (in Dollars) | $ 280,000 | $ 2,830,800 | |||||||||||
Share price (in Dollars per share) | $ 5.6 | ||||||||||||
Restricted common stock as the compensation | 50,000 | 25,000 | |||||||||||
Common stock shares outstanding | 19,251,477 | 19,251,477 | |||||||||||
Series A Preferred Stock shall voting rights, description | The holders of the issued and outstanding shares of Series A Preferred Stock shall have voting rights equal to ten (10) shares of Common Stock for each share of Series A Preferred Stock. | ||||||||||||
Common Stock [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Cancelled shares of common stock | 9,500,000 | ||||||||||||
Common stock shares outstanding | 19,251,477 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Preferred stock, shares issued | 9,500,000 | 9,500,000 | |||||||||||
Shares of blank check preferred stock | 50,000,000 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Description of preferred stock | the Company’s Board of Directors and majority shareholder approved to designate 15,000,000 shares as Series A Preferred Stock out of the 50,000,000 shares of blank check preferred stock, which the preferences and relative and other rights, and the qualifications, limitations or restrictions thereof, shall be set forth in the discussion below under the “Series A Preferred Stock”. | ||||||||||||
Reverse stock split | majority shareholder approved a 2 to 1 reverse stock split | ||||||||||||
Preferred stock shares issued outstanding | 9,500,000 | 9,500,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Reverse stock split description | 2 to 1 reverse stock split | ||||||||||||
Board of Directors [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Reverse stock split description | On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). | ||||||||||||
Board of Directors and majority [Member] | Common Stock [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Shares of blank check preferred stock | (50,000,000) | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Board of Directors and majority [Member] | Series A Preferred Stock [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Preferred stock, shares issued | 15,000,000 | ||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Converted amount (in Dollars) | $ 326,348 | ||||||||||||
Converted shares | 21,600 | ||||||||||||
Share price per share (in Dollars per share) | $ 15.1 | ||||||||||||
Issuance of common shares | 149,259 | ||||||||||||
Conversion price per share (in Dollars per share) | $ 15.1 | ||||||||||||
Proceeds from issuance of common shares (in Dollars) | $ 2,255,111 | ||||||||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Preferred stock, shares issued | 9,500,000 | ||||||||||||
Cancelled shares of common stock | 9,500,000 | ||||||||||||
Beneficially shares of common stock | 9,500,000 | ||||||||||||
Muliang Agritech [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Preferred stock, shares issued | 50,000,000 | ||||||||||||
Equity interest | 100% | ||||||||||||
Aggregate purchase price (in Dollars) | $ 2,830,800 | ||||||||||||
Restricted common stock | 505,500 | ||||||||||||
Share price (in Dollars per share) | $ 5.6 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Articles of Incorporation [Member] | |||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||
Common stock, shares authorized | 250,000,000 | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Preferred stock, shares issued | 50,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Mr. Lirong Wang [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Company borrowed | $ 4,909,854 | |
Due amount repaid | 3,037,704 | |
Mr. Lirong Wang [Member] | CEO and Chairman [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due from related parties | $ 0 | 716,721 |
Mr. Guohua Lin [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due amount repaid | 73,125 | 9,406 |
Due to related parties | 60,166 | 11,663 |
Ms. Xueying Sheng [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Due amount repaid | 17,913 | 12,803 |
Due to related parties | $ 16,530 | $ 18,605 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of balance due to related parties - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Total | $ 1,045,224 | $ 161,429 |
Mr. Lirong Wang [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 897,821 | |
Relationship | The CEO and Chairman / Actual controlling person | |
Ms. Xueying Sheng [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 102,007 | 103,390 |
Relationship | Controller/Accounting Manager of the Company | |
Mr. Guohua Lin [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 45,080 | 58,039 |
Relationship | Senior management / One of the Company’s shareholders | |
Mr. Zhongfang Wang [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 316 | |
Relationship | Father of Lirong Wang |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer Concentration Risk [Member] | ||
Concentrations (Details) [Line Items] | ||
Customer percentage | 10% | 10% |
Supplier Concentration Risk [Member] | ||
Concentrations (Details) [Line Items] | ||
Customer percentage | 10% | 10% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Guangzhou Lvxing Organic Agricultural Products Co., Ltd [Member] | ||
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area [Line Items] | ||
Revenues | $ 4,774,456 | $ 3,521,542 |
Concentration risk, percentage | 40% | 36% |
Guangzhou Xianshangge Trading Co., Ltd [Member] | ||
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area [Line Items] | ||
Revenues | $ 4,503,761 | $ 3,414,994 |
Concentration risk, percentage | 38% | 35% |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Suppliers A [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 678,040 | $ 977,168 |
Concentration risk, percentage | 12% | 19% |
Suppliers B [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 3,735,133 | $ 913,496 |
Concentration risk, percentage | 64% | 18% |
Suppliers C [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 837,216 | |
Concentration risk, percentage | 16% | |
Suppliers D [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 623,261 | |
Concentration risk, percentage | 12% | |
Suppliers E [Member] | ||
Concentration Risk [Line Items] | ||
Purchase | $ 621,401 | |
Concentration risk, percentage | 12% |
Concentrations (Details) - Sc_3
Concentrations (Details) - Schedule of concentration of customers, suppliers & geographic area - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Total cash and cash equivalents | $ 73,313 | $ 38,013 |
Concentration risk, percentage | 100% | 100% |
United States [Member] | ||
Concentration Risk [Line Items] | ||
Total cash and cash equivalents | ||
Concentration risk, percentage | ||
China [Member] | ||
Concentration Risk [Line Items] | ||
Total cash and cash equivalents | $ 8,122 | $ 31,787 |
Concentration risk, percentage | 11% | 84% |
Singapore [Member] | ||
Concentration Risk [Line Items] | ||
Total cash and cash equivalents | $ 65,191 | $ 6,226 |
Concentration risk, percentage | 89% | 16% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | |||
Corporate tax, description | The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes. | ||
Income tax rate | 12% | (8.43%) | |
United States [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net taxable operating loss carry forwards (in Dollars) | $ 948,348 | ||
Hong Kong [Member] | |||
Income Taxes (Details) [Line Items] | |||
Profit tax rate | 16.50% | ||
Singapore [Member] | |||
Income Taxes (Details) [Line Items] | |||
Profit tax rate | 17% | ||
China PRC [Member] | |||
Income Taxes (Details) [Line Items] | |||
Income tax rate | 25% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of effective income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loans (Details 1) | ||
US Statutory income tax rate | 21% | 21% |
PRC income tax adjustment | 4% | 4% |
Valuation allowance | (13.00%) | (28.03%) |
Effect of expenses not deductible for tax purpose | 0% | 0% |
Effect of income tax exemptions and reliefs | 0% | 0% |
Others | 0% | (5.40%) |
Total | 12% | (8.43%) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||
Current | $ 438,885 | $ 22,931 |
Deferred | 192,050 | |
Total | $ 438,885 | $ 214,981 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 24, 2023 $ / shares |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Common stock, par value | $ 0.0001 |