Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Revising for shares and pricing |
Entity Registrant Name | Nocera, Inc. |
Entity Central Index Key | 0001756180 |
Entity Tax Identification Number | 16-1626611 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 3F (Building B) |
Entity Address, Address Line Two | No. 185, Sec. 1 |
Entity Address, Address Line Three | Datong Rd., Xizhi Dist. |
Entity Address, City or Town | New Taipei City |
Entity Address, Postal Zip Code | 221 |
Country Region | 886 |
City Area Code | 910 |
Local Phone Number | 163-358 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 1,961,777 | $ 2,444,009 |
Accounts receivable, net | 531,522 | 699,555 |
Inventories | 1,618,264 | 1,488,681 |
Prepaid expenses and other assets, net | 23,015 | 107,444 |
Due from a related party | 2,073,362 | 1,615,217 |
Total current assets | 6,225,857 | 6,397,875 |
Non-current assets | ||
Retention receivables | 47,946 | 69,489 |
Deferred tax asset, net | 0 | 0 |
Property and equipment, net | 68,444 | 71,245 |
Goodwill | 332,040 | 332,040 |
Total non-current assets | 448,430 | 472,774 |
TOTAL ASSETS | 6,674,287 | 6,870,649 |
Current liabilities | ||
Notes payable | 0 | 92,112 |
Accounts payable | 0 | 17,442 |
Other payables and accrued liabilities | 69,387 | 142,426 |
Due to related parties | 15,334 | 39,341 |
Warrant liability | 312,320 | 312,320 |
Dividend payable | 6,312 | 6,312 |
Income tax payable | 112,885 | 387,319 |
Bank borrowing | 50,565 | 52,292 |
Total current liabilities | 1,974,657 | 2,100,685 |
TOTAL LIABILITIES | 1,974,657 | 2,100,685 |
Commitments and contingencies | ||
EQUITY | ||
Common stock ($0.001 par value; authorized 200,000,000 shares; 10,707,150 shares issued and outstanding as of March 31, 2022 and 10,607,150 shares issued and outstanding as of December 31, 2021, respectively) | 10,707 | 10,607 |
Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 authorized, 80,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021) | 80 | 80 |
Additional paid-in capital | 15,078,760 | 14,472,705 |
(Accumulated losses) Retained earnings | (10,724,273) | (9,918,553) |
Accumulated other comprehensive loss | 143,137 | 13,906 |
TOTAL NOCERA, INC.’S STOCKHOLDERS’ EQUITY | 4,699,630 | 4,769,964 |
Non-controlling interests | 0 | 0 |
TOTAL STOCKHOLDER EQUITY | 4,699,630 | 4,769,964 |
TOTAL LIABILITIES AND STOCKHOLDER EQUITY | $ 6,674,287 | $ 6,870,649 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 10,707,150 | 10,607,150 |
Common stock, shares outstanding | 10,707,150 | 10,607,150 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 80,000 | 80,000 |
Preferred Stock, Shares Outstanding | 80,000 | 80,000 |
INTERIM CONDENSED CONSOLIDATE_3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 2,919,045 | $ 1,579,486 |
Cost of sales | (2,863,803) | (1,230,842) |
Gross profit | 55,242 | 348,644 |
Operating expenses | ||
General and administrative expenses | (860,953) | (235,235) |
Total operating expenses | (860,953) | (235,235) |
(Loss) Income from operations | (805,711) | 113,409 |
Other expense | 0 | (1,759) |
(Loss) Income before income taxes | (805,711) | 111,650 |
Income tax expense | (9) | (62,160) |
Net (loss) income | (805,720) | 49,490 |
Less: Net loss attributable to non-controlling interests | 0 | 0 |
Net (loss) income attributable to the company | (805,720) | 49,490 |
Comprehensive Income | ||
Net (loss) income | (805,720) | 49,490 |
Foreign currency translation (loss) gain | (129,231) | 1,669 |
Total comprehensive (loss) income | (934,951) | 51,159 |
Comprehensive (loss) income attributable to the Company | $ (934,951) | $ 51,159 |
Basic | $ (0.0755) | $ 0.0054 |
Diluted | $ (0.0755) | $ 0.0036 |
Weighted average number of common shares outstanding | ||
Basic | 10,677,150 | 9,131,786 |
Diluted | 10,677,150 | 13,821,506 |
INTERIM CONDENSED CONSOLIDATE_4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Statutory And Other Reserves [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total Nocera Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 9,132 | $ 0 | $ 2,692,973 | $ 191,219 | $ (293,162) | $ (49,770) | $ 2,550,392 | $ 0 | $ 2,550,392 |
Beginning balance, shares at Dec. 31, 2020 | 9,131,786 | ||||||||
Foreign currency translation Adjustments | (1,669) | (1,669) | (1,669) | ||||||
Share-based compensation | 103,155 | 103,155 | 103,155 | ||||||
Net loss | 49,490 | 49,490 | 49,490 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 9,132 | $ 0 | 2,796,128 | 191,219 | (243,672) | (51,439) | 2,701,368 | 0 | 2,701,368 |
Ending balance, shares at Mar. 31, 2021 | 9,131,786 | ||||||||
Beginning balance, value at Dec. 31, 2021 | $ 10,607 | $ 80 | 14,472,705 | 191,219 | (9,918,553) | 13,906 | 4,769,964 | 0 | 4,769,964 |
Beginning balance, shares at Dec. 31, 2021 | 10,607,150 | 80,000 | |||||||
Consultancy services settled by equities | $ 100 | 502,900 | 503,000 | 503,000 | |||||
Common stock issuance, shares | 100,000 | ||||||||
Foreign currency translation Adjustments | 129,231 | 129,231 | 129,231 | ||||||
Share-based compensation | 103,155 | 103,155 | 103,155 | ||||||
Net loss | (805,720) | (805,720) | (805,720) | ||||||
Ending balance, value at Mar. 31, 2022 | $ 10,707 | $ 80 | $ 15,078,760 | $ 191,219 | $ (10,724,273) | $ 143,137 | $ 4,699,630 | $ 0 | $ 4,699,630 |
Ending balance, shares at Mar. 31, 2022 | 10,707,150 | 80,000 |
INTERIM CONDENSED CONSOLIDATE_5
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (805,720) | $ 49,490 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation expenses | 787 | 1,218 |
Deferred income tax | 0 | 2,332 |
Share-based compensation | 103,155 | 103,155 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 181,547 | (303,302) |
Inventories | (81,931) | (47,374) |
Advance to suppliers | 25,892 | (89,647) |
Prepaid expenses and other assets, net | 149,262 | (21,683) |
Operating lease right-of-use asset | 0 | 0 |
Other non-current assets | 23,414 | 6,901 |
Notes payable | (93,194) | (51,688) |
Accounts payable | (34,887) | 8,129 |
Other payables and accrued liabilities | (98,670) | 26,133 |
Income tax payable | (281,200) | 59,743 |
Deferred revenue | 0 | (8,332) |
Amount due from a related party | (458,145) | (261,209) |
Net cash used in operating activities | (553,267) | (258,573) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 0 | (24,000) |
Net cash used in investing activities | 0 | (24,000) |
Cash flows from financing activities: | ||
Bank borrowing | (3,453) | (144,233) |
Net cash used in financing activities | (3,453) | (144,233) |
Effect of exchange rate changes on cash and cash equivalents | 74,488 | 10,727 |
Net increase in cash and cash equivalents | (482,232) | (416,079) |
Cash and cash equivalents at beginning of period | 2,444,009 | 1,023,531 |
Cash and cash equivalents at end of period | 1,961,777 | 607,452 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest expenses | 0 | 0 |
Cash paid for Income taxes | $ 0 | $ 0 |
PRINCIPAL ACTIVITIES AND ORGANI
PRINCIPAL ACTIVITIES AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRINCIPAL ACTIVITIES AND ORGANIZATION | Note 1 PRINCIPAL ACTIVITIES AND ORGANIZATION The consolidated financial statements include the financial statements of Nocera, Inc., a Nevada corporation (“Nocera”), and its subsidiaries, Grand Smooth Inc Limited (“GSI”) and Guizhou Grand Smooth Technology Ltd. (“GZ GST” or “WFOE”), and Xin Feng Construction Co., Ltd. (“XFC”) that is controlled through contractual arrangements. Nocera, GSI, GZ GST and XFC are collectively referred to as the “Company.” Nocera was incorporated in the State of Nevada on February 1, 2002 and is based in New Taipei City, Taiwan (R.O.C). It did not engage in any operations and was dormant from its inception until its reverse merger of GSI on December 31, 2018. Reverse Merger Effective December 31, 2018, Nocera completed a reverse merger transaction (the “Transaction”) pursuant to an Agreement and Plan of Merger (the “Agreement”), with (i) GSI, (ii) GSI’s shareholders, Yin-Chieh Cheng and Bi Zhang, who together owned shares constituting 100% of the issued and outstanding ordinary shares of GSI (the “GSI Shares”) and (iii) GSI Acquisition Corp. Under the terms of the Agreement, the GSI Shareholders transferred to Nocera all of the GSI Shares in exchange for the issuance of 10,000,000 shares (the “Shares”) of Nocera’s common stock (the “Share Exchange”). As a result of the reverse merger, GSI became Nocera’s wholly-owned subsidiary and Yin-Chieh Cheng and Bi Zhang, the former shareholders of GSI, became Nocera’s controlling shareholders. The share exchange transaction with GSI was treated as a reverse merger, with GSI as the accounting acquirer and Nocera as the acquired party. GSI is a limited company established under the laws and regulations of Hong Kong on August 1, 2014, and is a holding company without any operation. GZ WFH was incorporated in Xingyi City, Guizhou Province, People’s Republic of China (“PRC”) on October 25, 2017, and is engaged in providing fish farming containers service, which integrates sales, installments, and maintenance of aquaculture equipment. The registered capital of GZ WFH is RMB$5,000,000 (equal to US$733,138). On November 13, 2018, GSI incorporated GZ GST in PRC with registered capital of US$15,000. Divestiture On September 21, 2020, the Company filed a Current Report on Form 8-K outlining the lack of communication that led to the termination by Nocera of its relationship with its former variable interest entity, Guizhou Wan Feng Hu Intelligent Aquatic Technology Co. Limited (“GZ WFH”) and its management, and termination of the variable interest entity agreements between the parties. Subsequently on October 8, 2020, Zhang Bi and GZ WFH entered into a Settlement Agreement and Release with Nocera wherein all claims as to GZ WFH’s debt (claim to shares in Nocera or GZ GST) were compromised, settled, and otherwise resolved as to any and all claims or causes of action whatsoever against Nocera for any matter, action, or representation as to Nocera, and any debt to ownership of Nocera or GZ GST up to the date of the agreement. The consideration for the agreement was mutual waiver of any and all claims against each other and GZ GST, and GZ WFH (including Zhang Bi) waived any claims to Nocera stock, meaning the 4,750,000 shares of common stock of Nocera owned by Zhang Bi were cancelled as part of the agreement. The Settlement Agreement and Release is attached hereto as Exhibit 10.8. The VIE Agreements On December 31, 2020, Nocera and XFC, a domestic funded limited liability company registered in Taiwan (R.O.C), entered into a series of contractual agreements (“VIE Agreements”) whereby Nocera agreed to provide technical consulting and related services to XFC. As a result, Nocera has been determined to be the primary beneficiary of XFC and XFC became a variable interest entity (“VIE”) of Nocera. On December 31, 2020, Nocera exchanged 700,000 The VIE structure was adopted mainly because the China and Taiwan (R.O.C.) operating company may in the future engage in business that may require special licenses in China and which can be in an industry that prohibits foreign investment. WFOE has entered into the following contractual arrangements with a stockholder of XFC, that enables the Company to (1) have the power to direct the activities that most significantly affects the economic performance of XFC, and (2) receive the economic benefits of XFC that could be significant to XFC. The Company is fully and exclusively responsible for the management of XFC, assumes all of the risk of losses of XFC and has the exclusive right to exercise all voting rights of XFC’s stockholder. Therefore, in accordance with ASC 810 “Consolidation,” the Company is considered the primary beneficiary of XFC and has consolidated XFC’s assets, liabilities, results of operations, and cash flows in the accompanying consolidated financial statements. (1) Voting Rights Proxy Agreement & Power of Attorney. Mr. Tsai, Wen-Chih, Ms. Tu, Hui-Min, Mr. Tsai, Chin-Yao, and Mr. Tsai, Chin-Chao (“Existing Stockholders”) hereby irrevocably undertake that they authorize Nocera or the individual then designated by Nocera (“Attorney”) to exercise, on his or her behalf, the following rights available to them in their capacity as a stockholder of XFC under the then effective articles of association of XFC (collectively, “Powers”): (a) to propose the convening of, and attend, stockholders’ meetings in accordance with the articles of association of XFC on behalf of the Existing Stockholders; (b) to exercise voting rights on behalf of the Existing Stockholders on all matters required to be deliberated and resolved by the stockholders’ meeting, including without limitation the appointment and election of the directors and other executives to be appointed and removed by the stockholders of XFC and the sale or transfer of all or part of the equity held by stockholders of XFC; (c) to exercise other stockholders’ voting rights under the articles of association of XFC (including any other stockholders’ voting rights stipulated upon an amendment to such articles of association); (d) other voting rights that stockholders shall enjoy under Taiwan (R.O.C.) laws, as amended, revised, supplemented and re-enacted, no matter whether they take effect before or after the conclusion of the Voting Rights Proxy Agreement. The Existing Stockholders shall not revoke the authorization and entrustment accorded to the Attorney other than in the case where Nocera gives the Existing Stockholders a written notice requesting the replacement of the Attorney, in which event the Existing Stockholders shall immediately appoint such other person as then designated by Nocera to exercise the foregoing Powers and such new authorization and entrustment shall supersede, immediately upon its grant, the original authorization, and entrustment. (2) Exclusive Business Cooperation Agreement. Nocera agrees to provide technical consulting and services including management consulting services, general and financial advisory service and various general and administrative service, for the specific content thereof (hereinafter referred to as the “Target Business”) to XFC as the technical consulting and service provider of XFC in accordance with the conditions set forth herein during the term of this Agreement. XFC agrees to accept the technical consulting and services provided by Nocera. XFC further agrees that, without the prior written consent of Nocera, during the term of the Exclusive Business Cooperation Agreement, it shall not accept any technical consulting and services identical or similar to the Target Business that are provided by any third party. (3) Equity Pledge Agreement. Under the Equity Interest Pledge Agreement between Nocera and the Existing Stockholders, the Existing Stockholders pledged all of their equity interests in XFC to Nocera to guarantee the performance of XFC’s obligations under the Exclusive Business Cooperation Agreement. Under the terms of the Equity Pledge Agreement, in the event that XFC or the Existing Stockholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, Nocera, as pledgor, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. Zhang Bi also agreed that upon the occurrence of any event of default, as set forth in the Equity Pledge Agreement, Nocera is entitled to claim indemnity. (4) Exclusive Call Option Agreement. XFC and the Existing Stockholders have entered into an Exclusive Call Option Agreement with Nocera. Under the Exclusive Call Option Agreement, the Existing Stockholders irrevocably granted Nocera (or its designee) an exclusive option to purchase, to the extent permitted under Taiwan (R.O.C.) law, part or all of their equity interests in XFC. According to the Exclusive Call Option Agreement, the purchase price shall be the minimum price permitted by applicable Taiwan (R.O.C.) law at the time when such share transfer occurs. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICY | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICY | Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICY Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 23, 2022. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s unaudited condensed consolidated financial position as of March 31, 2022, its consolidated results of operations for the three months ended March 31, 2022, cash flows for the three months ended March 31, 2022 and change in equity for the three months ended March 31, 2022, as applicable, have been made. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2021 or any future periods. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. There were two customers who represent 98 97 The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable, net: Concentrations of credit risk March 31, December 31, Percentage of the Company’s accounts receivable Customer A 22.01 16.37 Customer B 56.98 59.53 Customer C 20.75 16.30 99.74 92.20 Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps: · Step 1: Identify the contract(s) with a customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligation in the contract Ÿ Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation The Company considered revenue is recognized when (or as) the Company satisfies performance obligations by transferring promised goods or services to its customers. Revenue is measured at the transaction price which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods or services to its customers. Contracts with customers are comprised of invoices and written contracts. The Company does not have arrangements for returns from customers and does not have any future obligations directly or indirectly related to services resale by customers. The Company has no sales incentive programs. The Company provides goods, maintenance service warranties for the goods sold with a period varying from 18 months to 72 months, a majority of which are 18 months, and exclusive sales agency license to its customers. For performance obligation related to providing products, the Company expects to recognize the revenue according to the delivery of products. For performance obligation related to maintenance service warranties, the Company expects to recognize the revenue on a ratable basis using a time-based output method. The performance obligations are typically satisfied as services are rendered on a straight-line basis over the contract term, which is generally for 18 months as a majority of the maintenance service warranties periods provided are 18 months. For performance obligation related to exclusive agency license, the Company recognizes the revenue ratably upon the satisfaction over the estimated economic life of the license. The Company does not have amounts of contract assets since revenue is recognized as control of goods is transferred. The contract liabilities consist of advance payments from customers and deferred revenue. Advance payments from customers are expected to be recognized as revenue within 12 months. Deferred revenue is expected to be recognized as revenue within 12 months. Recent Accounting Pronouncements The FASB issued several updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 3 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | Note 3 ACCOUNTS RECEIVABLE, NET As of March 31, 2022 and December 31, 2021, accounts receivable consisted of the following: Schedule of accounts receivable March 31, December 31, (Unaudited) $ $ Accounts receivable 531,522 699,555 Less: Allowance for doubtful accounts – – Total 531,522 699,555 For the three months ended March 31, 2022 and for the year ended December 31, 2021, the Company has recorded provision for doubtful accounts of nil. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | Note 4 INVENTORIES As of March 31, 2022 and December 31, 2021, inventories consisted of the following: Schedule of inventory March 31, December 31, (Unaudited) $ $ Raw materials 99,263 97,163 Work in process 1,519,001 1,391,518 Total 1,618,264 1,488,681 |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS, NET | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS, NET | Note 5 PREPAID EXPENSES AND OTHER ASSETS, NET Schedule of prepaid expenses and other assets March 31, December 31, (Unaudited) $ $ Other receivables from third party 23,015 107,444 Others – – Prepaid expenses and other assets, net 23,015 107,444 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 6 PROPERTY AND EQUIPMENT, NET As of March 31, 2022 and December 31, 2021, property and equipment consisted of the following: Schedule of property and equipment March 31, December 31, (Unaudited) $ $ Furniture and fixtures – – Equipment 77,031 78,802 Leasehold improvement – – Vehicle – – 77,031 78,802 Less: Accumulated depreciation (8,587 ) (7,557 ) Property and equipment, net 68,444 71,245 Depreciation expenses for the three months ended March 31, 2022 and 2021 were $ 787 1,218 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | Note 7 GOODWILL As of March 31, 2022 and December 31, 2021, goodwill consisted of the following: Schedule of goodwill March 31, December 31, (Unaudited) $ $ Goodwill - XFC 332,040 332,040 Less: Accumulated amortization – – Goodwill, net 332,040 332,040 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTS | Note 8 WARRANTS On April 1, 2021, the Company entered into a securities purchase agreement with certain investors for an aggregate of 80,000 shares of its preferred stock at a per share purchase price of $2.50. As part of the transaction, the investors received one Class C warrant and one Class D warrant for the subscription of each preferred share. The Class C warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $2.50 per share exercisable for 36 months from the date of inception. The Class D warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $5.00 per share exercisable for 36 months from the date of inception. The subscription was completed on August 10, 2021. On September 27, 2021, the Company entered into another securities purchase agreement with the same investors, pursuant to which the Company issued in a registered direct offering, an aggregate of 48,000 shares of common stock of the Company at a per share purchase price of $2.50. In addition, the investors also received one Class C warrant and one Class D warrant for the subscription of each preferred share. The Class C warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $2.50 per share exercisable for 36 months from the date of inception. The Class D warrants consist of the right to purchase up to 80,000 shares of the Company’s common stock at an exercise price of $5.00 per share exercisable for 36 months from the date of inception. Schedule Assumption used Appraisal Date (Inception Date) C Warrant 2021 D Warrant 2021 (Unaudited) $ $ Market price per share (USD/share) 1.47 0.66 Exercise price (USD/price) 2.50 5.00 Risk free rate 0.14 0.14 Dividend yield 0.00 0.00 Expected term/ Contractual life (years) 1.39 1.39 Expected volatility 56.36 56.36 Appraisal Date (Inception Date) C Warrant D Warrant (Unaudited) $ $ Market price per share (USD/share) 1.71 0.73 Exercise price (USD/price) 2.50 5.00 Risk free rate 0.15 0.15 Dividend yield 0.00 0.00 Expected term/ Contractual life (years) 1.26 1.26 Expected volatility 52.93 52.93 The following is a reconciliation of the beginning and ending balances of warrants liability measured at fair value on a recurring basis using Level 3 inputs: Schedule of Warranty Liability March 31, December 31, $ $ Balance at the beginning of period 312,320 – Warrants issued to investors – 287,520 Warrants redeemed – – Fair value change of warrants included in earnings – 24,800 Total 312,320 312,320 The following is a summary of the warrant activity: Schedule of warrant activity Number of Warrants Average Exercise Price Weighted Average Remaining Contractual Term in Years Outstanding at January 1, 2022 256,000 3.75 2.66 Exercisable at January 1, 2022 256,000 3.75 2.66 Granted – – – Exercised / surrendered – – – Expired – – – Outstanding at March 31, 2022 256,000 3.75 2.66 Exercisable at March 31, 2022 256,000 3.75 2.66 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | Note 9 LEASES The Company has two non-cancelable lease agreements for certain of the office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery with original lease periods expiring between 2022 and 2023. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. The Company recognizes rental expense on a straight-line basis over the lease term. The components of lease expense for the three months ended March 31, 2022 and March 31, 2021 were as follows: Components of lease expenses Statement of Income Location Three months ended Three months ended (Unaudited) (Unaudited) $ $ Lease Costs Operating lease expense General and administrative expenses 11,788 1,218 Total net lease costs 11,788 1,218 Maturity of lease liabilities under our non-cancelable operating leases as of December 31, 2021 and March 31, 2022 are US$ nil. |
OTHER PAYABLES AND ACCRUED LIAB
OTHER PAYABLES AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
OTHER PAYABLES AND ACCRUED LIABILITIES | Note 10 OTHER PAYABLES AND ACCRUED LIABILITIES Schedule of payables March 31, December 31, $ $ VAT payable 7,742 40,023 Salary payable 31,255 89,775 Others 30,390 12,628 Total 69,387 142,426 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 11 INCOME TAXES The Company and its subsidiary, and the consolidated VIE file tax returns separately. 1) Value-added tax (“VAT”) PRC Pursuant to the Provisional Regulation of the PRC on VAT and the related implementing rules, all entities and individuals (“taxpayers”) that are engaged in the sale of products in the PRC are generally required to pay VAT, at a rate of which was changed from 16 13 Taiwan Pursuant to the Value-added and Non-value-added Business Tax Act and the related implementing rules, all entities and individuals (“taxpayers”) that are engaged in the sale of products in the Taiwan are generally required to pay VAT, at a rate of 5%. 2) Income tax United States On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into legislation. The Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. The Company has completed the assessment of the income tax effect of the Tax Act and there were no adjustments recorded to the provisional amounts. The Coronavirus Aid, Relief and Economy Security Act (the “CARES Act”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a significant tax impact on its financial statements and will continue to examine the impact the CARES Act may have on its business. The Company evaluated the Global Intangible Low Taxed Income (“GILTI”) inclusion on current earnings and profits of greater than 10% owned foreign controlled corporations. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion, which effectively reduces the 21 10.5 152,829 The reverse merger was completed on December 31, 2018 and the tax losses of US subsidiary was not in the scope as of December 31, 2018. As of December 31, 2019, net operating loss carried forward which was available to offset future taxable income for the Company in the United States was $ 99,817 Hong Kong The HK tax reform has introduced two-tiered profits tax rates for corporations. Under the two-tiered profits tax rates regime, the profits tax rate for the first HK$2 million (approximately $257,931) of assessable profits will be lowered to 8.25 As of December 31, 2021, the Company’s subsidiary in Hong Kong had net operating loss carry forwards available to offset future taxable income. The net operating losses will be carryforward indefinitely under Hong Kong Profits Tax regulation. There is a full valuation allowance applied against these loss carry forward as management determined it was not more likely than not that these net operating losses would be utilized in the foreseeable future. PRC WFOE and the consolidated VIE established in the PRC are subject to the PRC statutory income tax rate of 25 In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries were subject to income tax at a rate of 25% for the year ended December 31, 2021. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred. Taiwan The Company’s loss before income taxes is primarily derived from the operations in Taiwan and income tax expense is primarily incurred in Taiwan. As a result of amendments to the “Taiwan Income Tax Act” enacted by the Office of the President of Taiwan on February 7, 2018, the statutory income tax rate increased from 17% to 20% and the undistributed earning tax, or a surtax, decreased from 10% to 5% effective from January 1, 2018. As a result, the statutory income tax rate in Taiwan is 20% for the years ended August 31, 2021 and 2020. An additional surtax, of which rate was reduced from 10% to 5% being applied to the Company starting from September 1, 2018, is assessed on undistributed income for the entities in Taiwan, but only to the extent such income is not distributed or set aside as a legal reserve before the end of the following year. The 5% surtax is recorded in the period the income is earned, and the reduction in the surtax liability is recognized in the period the distribution to stockholders or the setting aside of legal reserve is finalized in the following year. The components of the income tax (benefit) expense are: Income tax components Three months ended March 31, 2022 2021 $ $ Current 9 59,845 Deferred – 2,315 Total income tax expense 9 62,160 The reconciliation of income taxes expenses computed at the Taiwan statutory tax rate (2021: at PRC statutory rate) applicable to income tax expense is as follows: Reconciliation of income tax expense Three months ended March 31, 2022 2021 Taiwan (2021-PRC) income tax statutory rate 20.00 25.00 Impact of different tax rates in other jurisdictions 1.20 ( 5.93 Tax effect of non-deductible expenses ( 15.85 ) 0.00 Utilization of tax losses – ( 2.07 Others 1.00 - Changes in valuation allowance ( 5.35 ) 36.6 Effective tax rate 1.00 53.60 3) Deferred tax assets (liabilities), net The tax effects of temporary differences representing deferred income tax assets and liabilities result principally from the following: Schedule of deferred income taxes March 31, 2022 December 31, 2021 $ $ Deferred tax assets Tax loss carried forward – – Allowance for doubtful receivables – – Total deferred tax assets – – Valuation allowance – – Total deferred tax assets, net – – March 31, 2022 December 31, 2021 $ $ Deferred tax liabilities Property and equipment, difference in depreciation – – Deferred tax liabilities, net – – The valuation allowance as of March 31, 2022 and December 31, 2021 was primarily provided for the deferred income tax assets if it is more likely than not that these items will expire before the Company is able to realize its benefits, or that the future deductibility is uncertain. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilizable. Management considers projected future taxable income and tax planning strategies in making this assessment. The movement for the valuation allowance is as following. Movement in valuation allowance March 31, 2022 December 31, 2021 $ $ Balance at beginning of the year 95,844 – Additions of valuation allowance 43,102 95,844 Reductions of valuation allowance – – Balance at the end of the year 138,946 95,844 PRC Withholding Tax on Dividends The current PRC Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by foreign-invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by PRC tax authorities, for example, will be subject to a 5% withholding tax rate. As of December 31, 2021, the Company had not recorded any withholding tax on the retained earnings of its foreign-invested enterprises in the PRC, since the Company intended to reinvest its earnings to potentially continue its business in mainland China, namely the manufacturing of the RASs through GZ GST, and its foreign-invested enterprises do not intend to declare dividends to their immediate foreign holding companies. As of March 31, 2022, the Company had not recorded any withholding tax on the retained earnings of its foreign-invested enterprises in the PRC, and the Company decided not to reinvest its earnings since it is not continuing its business in mainland China, and its foreign-invested enterprises do not intend to declare dividends to their immediate foreign holding companies. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | Note 12 RELATED PARTY BALANCES AND TRANSACTIONS Due to related parties The balance due to related parties was as following: Schedule of related party transactions March 31, December 31, $ $ Mr. Yin-Chieh Cheng (1) 7,653 – Mountain Share Transfer, LLC (2) 7,681 39,341 Total 15,334 39,341 Due from a related party The balance due from a related party was as following: March 31, December 31, $ $ Taisi Electrical & Plumbing Co. Pte Ltd. (3) 2,073,362 1,615,217 Note: (1) Mr. Yin-Chieh Cheng (“Mr. Cheng”) is the chairman the Company, and he holds 42.5% shares of the Company. The balance due to Mr. Cheng as of March 31, 2022 mainly represented the amount paid by Mr. Cheng on behalf of the Company. (2) Mountain Share Transfer, LLC is company 100% controlled by Erik S. Nelson, a greater than 5% stockholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. (3) Mr. Tsai Wen-Chih is the director of XFC and has control power over Taisi Electrical & Plumbing Co. Pte Ltd. The Company took over the receivable amount of $877,809 from acquisition of XFC in December 2020. None of the receivables have been impaired and it is expected that the full contractual amounts can be collected. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | Note 1 3 COMMON STOCK The Company’s authorized number of common stock is 200,000,000 0.001 10,707,150 All number of shares, share amounts and per share data presented in the accompanying consolidated financial statements and related notes have been retroactively restated to reflect the reverse merger transaction and subsequent issuance of shares stated above, except for authorized common shares, which were not affected. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | Note 1 4 SHARE-BASED COMPENSATION On December 27, 2018, Nocera granted Mr. Yin-Chieh Cheng quarterly option awards of 250,000 5,000,000 0.50 On June 1, 2020, Nocera granted Mr. Shun-Chih Chuang and Mr. Hsien-Wen Yu 50,000 60,000 0.50 50,000 0.50 On June 1, 2020, Nocera granted Mr. Michael A. Littman 50,000 0.50 50,000 1.00 50,000 50,000 On December 1, 2021, Nocera granted Mr. Shun-Chih Chuang and Mr. Hsien-Wen Yu 75,000 60,000 0.50 70,000 0.50 On December 31, 2021, the Company issued an aggregate of 505,000 The estimated fair value of share-based compensation for employees is recognized as a charge against income on a ratable basis over the requisite service period, which is generally the vesting period of the award. The fair value of stock option grant was estimated on the date of grant using the Black-Scholes option pricing model under the following assumptions: Assumptions used March 31, December 31, Dividend yield N/A N/A Risk-free interest rate 1.16 1.16 Expected term (in years) 4.31 4.31 Volatility 48.15 48.15 The Company estimated the grant date fair value of time-based stock option awards using the Black-Scholes option valuation model, which requires assumptions involving an estimate of the fair value of the underlying common stock on the date of grant, the expected term of the options, volatility, discount rate and dividend yield. The Company calculated expected option terms based on the “simplified” method for “plain vanilla” options due to the limited exercise information. The “simplified method” calculates the expected term as the average of the vesting term and the original contractual term of the options. The Company calculated volatility using the average adjusted volatility of quick companies feature of Capital IQ for a period of time reflective of the expected option term, while the discount rate was estimated using the interest rate for a treasury note with the same contractual term as the options granted. Dividend yield is estimated at our current dividend rate, which adjusts for any known future changes in the rate. For the three months ended March 31, 2022 and year ended December 31, 2021, $ 606,055 6,638,371 As of December 31, 2021, total unrecognized compensation cost related to unvested share-based compensation awards was $ 11,114,097 1.99 |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | Note 1 5 PREFERRED STOCK In August 2021, the Company issued 80,000 1.00 2.50 |
(LOSS) INCOME PER SHARE
(LOSS) INCOME PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
(LOSS) INCOME PER SHARE | Note 16 (LOSS) INCOME PER SHARE The following table sets forth the computation of basic and diluted income (loss) per common share for the quarters ended March 31, 2022 and 2021. Schedule of earnings (loss) per share For three months ended March 31, 2022 2021 $ $ Numerator: Net (loss) income attributable to the Company (805,720 ) 49,490 Denominator: Weighted-average shares outstanding - Basic 10,677,150 9,131,786 - Diluted 10,677,150 13,821,506 (Loss) income per share: - Basic (0.0755 ) 0.0054 - Diluted (0.0755 ) 0.0036 Basic net income per common share is computed using the weighted average number of the common shares outstanding during the period ended March 31, 2021. Diluted income per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding which include 5,560,000 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | Note 17 SUBSEQUENT EVENT The Company has evaluated subsequent events through the issuance of the unaudited condensed consolidated financial statements and except for the event discloses blow, no other subsequent event is identified that would have required adjustment or disclosure in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICY (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 23, 2022. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s unaudited condensed consolidated financial position as of March 31, 2022, its consolidated results of operations for the three months ended March 31, 2022, cash flows for the three months ended March 31, 2022 and change in equity for the three months ended March 31, 2022, as applicable, have been made. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2021 or any future periods. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. There were two customers who represent 98 97 The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable, net: Concentrations of credit risk March 31, December 31, Percentage of the Company’s accounts receivable Customer A 22.01 16.37 Customer B 56.98 59.53 Customer C 20.75 16.30 99.74 92.20 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps: · Step 1: Identify the contract(s) with a customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligation in the contract Ÿ Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation The Company considered revenue is recognized when (or as) the Company satisfies performance obligations by transferring promised goods or services to its customers. Revenue is measured at the transaction price which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods or services to its customers. Contracts with customers are comprised of invoices and written contracts. The Company does not have arrangements for returns from customers and does not have any future obligations directly or indirectly related to services resale by customers. The Company has no sales incentive programs. The Company provides goods, maintenance service warranties for the goods sold with a period varying from 18 months to 72 months, a majority of which are 18 months, and exclusive sales agency license to its customers. For performance obligation related to providing products, the Company expects to recognize the revenue according to the delivery of products. For performance obligation related to maintenance service warranties, the Company expects to recognize the revenue on a ratable basis using a time-based output method. The performance obligations are typically satisfied as services are rendered on a straight-line basis over the contract term, which is generally for 18 months as a majority of the maintenance service warranties periods provided are 18 months. For performance obligation related to exclusive agency license, the Company recognizes the revenue ratably upon the satisfaction over the estimated economic life of the license. The Company does not have amounts of contract assets since revenue is recognized as control of goods is transferred. The contract liabilities consist of advance payments from customers and deferred revenue. Advance payments from customers are expected to be recognized as revenue within 12 months. Deferred revenue is expected to be recognized as revenue within 12 months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issued several updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Concentrations of credit risk | Concentrations of credit risk March 31, December 31, Percentage of the Company’s accounts receivable Customer A 22.01 16.37 Customer B 56.98 59.53 Customer C 20.75 16.30 99.74 92.20 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable March 31, December 31, (Unaudited) $ $ Accounts receivable 531,522 699,555 Less: Allowance for doubtful accounts – – Total 531,522 699,555 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory March 31, December 31, (Unaudited) $ $ Raw materials 99,263 97,163 Work in process 1,519,001 1,391,518 Total 1,618,264 1,488,681 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other assets | Schedule of prepaid expenses and other assets March 31, December 31, (Unaudited) $ $ Other receivables from third party 23,015 107,444 Others – – Prepaid expenses and other assets, net 23,015 107,444 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, December 31, (Unaudited) $ $ Furniture and fixtures – – Equipment 77,031 78,802 Leasehold improvement – – Vehicle – – 77,031 78,802 Less: Accumulated depreciation (8,587 ) (7,557 ) Property and equipment, net 68,444 71,245 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Schedule of goodwill March 31, December 31, (Unaudited) $ $ Goodwill - XFC 332,040 332,040 Less: Accumulated amortization – – Goodwill, net 332,040 332,040 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Schedule Assumption used | Schedule Assumption used Appraisal Date (Inception Date) C Warrant 2021 D Warrant 2021 (Unaudited) $ $ Market price per share (USD/share) 1.47 0.66 Exercise price (USD/price) 2.50 5.00 Risk free rate 0.14 0.14 Dividend yield 0.00 0.00 Expected term/ Contractual life (years) 1.39 1.39 Expected volatility 56.36 56.36 Appraisal Date (Inception Date) C Warrant D Warrant (Unaudited) $ $ Market price per share (USD/share) 1.71 0.73 Exercise price (USD/price) 2.50 5.00 Risk free rate 0.15 0.15 Dividend yield 0.00 0.00 Expected term/ Contractual life (years) 1.26 1.26 Expected volatility 52.93 52.93 |
Schedule of Warranty Liability | Schedule of Warranty Liability March 31, December 31, $ $ Balance at the beginning of period 312,320 – Warrants issued to investors – 287,520 Warrants redeemed – – Fair value change of warrants included in earnings – 24,800 Total 312,320 312,320 |
Schedule of warrant activity | Schedule of warrant activity Number of Warrants Average Exercise Price Weighted Average Remaining Contractual Term in Years Outstanding at January 1, 2022 256,000 3.75 2.66 Exercisable at January 1, 2022 256,000 3.75 2.66 Granted – – – Exercised / surrendered – – – Expired – – – Outstanding at March 31, 2022 256,000 3.75 2.66 Exercisable at March 31, 2022 256,000 3.75 2.66 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Components of lease expenses | Components of lease expenses Statement of Income Location Three months ended Three months ended (Unaudited) (Unaudited) $ $ Lease Costs Operating lease expense General and administrative expenses 11,788 1,218 Total net lease costs 11,788 1,218 |
OTHER PAYABLES AND ACCRUED LI_2
OTHER PAYABLES AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of payables | Schedule of payables March 31, December 31, $ $ VAT payable 7,742 40,023 Salary payable 31,255 89,775 Others 30,390 12,628 Total 69,387 142,426 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income tax components | Income tax components Three months ended March 31, 2022 2021 $ $ Current 9 59,845 Deferred – 2,315 Total income tax expense 9 62,160 |
Reconciliation of income tax expense | Reconciliation of income tax expense Three months ended March 31, 2022 2021 Taiwan (2021-PRC) income tax statutory rate 20.00 25.00 Impact of different tax rates in other jurisdictions 1.20 ( 5.93 Tax effect of non-deductible expenses ( 15.85 ) 0.00 Utilization of tax losses – ( 2.07 Others 1.00 - Changes in valuation allowance ( 5.35 ) 36.6 Effective tax rate 1.00 53.60 |
Schedule of deferred income taxes | Schedule of deferred income taxes March 31, 2022 December 31, 2021 $ $ Deferred tax assets Tax loss carried forward – – Allowance for doubtful receivables – – Total deferred tax assets – – Valuation allowance – – Total deferred tax assets, net – – March 31, 2022 December 31, 2021 $ $ Deferred tax liabilities Property and equipment, difference in depreciation – – Deferred tax liabilities, net – – |
Movement in valuation allowance | Movement in valuation allowance March 31, 2022 December 31, 2021 $ $ Balance at beginning of the year 95,844 – Additions of valuation allowance 43,102 95,844 Reductions of valuation allowance – – Balance at the end of the year 138,946 95,844 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Schedule of related party transactions March 31, December 31, $ $ Mr. Yin-Chieh Cheng (1) 7,653 – Mountain Share Transfer, LLC (2) 7,681 39,341 Total 15,334 39,341 Due from a related party The balance due from a related party was as following: March 31, December 31, $ $ Taisi Electrical & Plumbing Co. Pte Ltd. (3) 2,073,362 1,615,217 Note: (1) Mr. Yin-Chieh Cheng (“Mr. Cheng”) is the chairman the Company, and he holds 42.5% shares of the Company. The balance due to Mr. Cheng as of March 31, 2022 mainly represented the amount paid by Mr. Cheng on behalf of the Company. (2) Mountain Share Transfer, LLC is company 100% controlled by Erik S. Nelson, a greater than 5% stockholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. (3) Mr. Tsai Wen-Chih is the director of XFC and has control power over Taisi Electrical & Plumbing Co. Pte Ltd. The Company took over the receivable amount of $877,809 from acquisition of XFC in December 2020. None of the receivables have been impaired and it is expected that the full contractual amounts can be collected. |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Assumptions used | Assumptions used March 31, December 31, Dividend yield N/A N/A Risk-free interest rate 1.16 1.16 Expected term (in years) 4.31 4.31 Volatility 48.15 48.15 |
(LOSS) INCOME PER SHARE (Tables
(LOSS) INCOME PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings (loss) per share | Schedule of earnings (loss) per share For three months ended March 31, 2022 2021 $ $ Numerator: Net (loss) income attributable to the Company (805,720 ) 49,490 Denominator: Weighted-average shares outstanding - Basic 10,677,150 9,131,786 - Diluted 10,677,150 13,821,506 (Loss) income per share: - Basic (0.0755 ) 0.0054 - Diluted (0.0755 ) 0.0036 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICY (Details - Concentrations) - Accounts Receivable [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 22.01% | 16.37% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 56.98% | 59.53% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 20.75% | 16.30% |
All Customers [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 99.74% | 92.20% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICY (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk | 98% | |
Three Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk | 97% |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Accounts receivable | $ 531,522 | $ 699,555 |
Less: Allowance for doubtful accounts | 0 | 0 |
Total | $ 531,522 | $ 699,555 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 99,263 | $ 97,163 |
Work in process | 1,519,001 | 1,391,518 |
Total | $ 1,618,264 | $ 1,488,681 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS, NET (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other receivables from third party | $ 23,015 | $ 107,444 |
Others | 0 | 0 |
Prepaid expenses | $ 23,015 | $ 107,444 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 77,031 | $ 78,802 |
Accumulated depreciation | (8,587) | (7,557) |
Property and equipment, net | 68,444 | 71,245 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 0 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 77,031 | 78,802 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 0 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 787 | $ 1,218 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 332,040 | $ 332,040 |
Xin Feng Construction Co Ltd [Member] | ||
Goodwill | 332,040 | 332,040 |
Accumulated amortization | $ 0 | $ 0 |
WARRANT (Details - Assumptions
WARRANT (Details - Assumptions used) - $ / shares | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Aug. 10, 2021 | Sep. 27, 2021 | Dec. 31, 2021 | Dec. 02, 2021 | Jun. 01, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Exercise price (USD/price) | $ 0.50 | $ 0.50 | ||||
Risk free rate | 1.16% | 1.16% | ||||
Expected term/ Contractual life (years) | 4 years 3 months 21 days | 4 years 3 months 21 days | ||||
Expected volatility | 48.15% | 48.15% | ||||
C Warrant [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Market price per share (USD/share) | $ 1.47 | $ 1.71 | ||||
Exercise price (USD/price) | $ 2.50 | $ 2.50 | ||||
Risk free rate | 0.14% | 0.15% | ||||
Dividend yield | 0% | 0% | ||||
Expected term/ Contractual life (years) | 1 year 4 months 20 days | 1 year 3 months 3 days | ||||
Expected volatility | 56.36% | 52.93% | ||||
D Warrant [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Market price per share (USD/share) | $ 0.66 | $ 0.73 | ||||
Exercise price (USD/price) | $ 5 | $ 5 | ||||
Risk free rate | 0.14% | 0.15% | ||||
Dividend yield | 0% | 0% | ||||
Expected term/ Contractual life (years) | 1 year 4 months 20 days | 1 year 3 months 3 days | ||||
Expected volatility | 56.36% | 52.93% |
WARRANT (Details - Warrant Liab
WARRANT (Details - Warrant Liability) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | ||
Balance at the beginning of period | $ 312,320 | $ 0 |
Warrants issued to investors | 0 | 287,520 |
Fair value change of warrants included in earnings | 0 | 24,800 |
Balance at the end of period | $ 312,320 | $ 312,320 |
WARRANT (Details - Warrant Acti
WARRANT (Details - Warrant Activity) | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted average remaining contractual term | 2 years 7 months 28 days |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | 256,000 |
Average exercise price, outstanding beginning | $ / shares | $ 3.75 |
Warrants Granted | 0 |
Warrants expired | 0 |
Warrants outstanding, ending balance | 256,000 |
Average exercise price, outstanding ending | $ / shares | $ 3.75 |
LEASES (Details - Lease costs)
LEASES (Details - Lease costs) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 11,788 | $ 1,218 |
Total net lease costs | $ 11,788 | $ 1,218 |
OTHER PAYABLES AND ACCRUED LI_3
OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
VAT payable | $ 7,742 | $ 40,023 |
Salary payable | 31,255 | 89,775 |
Others | 30,390 | 12,628 |
Total | $ 69,387 | $ 142,426 |
TAXATION (Details - Income tax
TAXATION (Details - Income tax expense) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 9 | $ 59,845 |
Deferred | 0 | 2,315 |
Total income tax expense | $ 9 | $ 62,160 |
TAXATION (Details - Reconcilati
TAXATION (Details - Reconcilation of income tax) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
PRC income tax statutory rate | 20% | 25% |
Impact of different tax rates in other jurisdictions | 1.20% | 5.93% |
Tax effect of non-deductible expense | 15.85% | 0% |
Others | 1% | (0.00%) |
Changes in valuation allowance | 5.35% | 36.60% |
Effective tax rate | 1% | 53.60% |
TAXATION (Details - Deferred ta
TAXATION (Details - Deferred taxes) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Tax loss carried forward | $ 0 | $ 0 |
Allowance for doubtful receivables | 0 | 0 |
Total deferred tax assets | 0 | 0 |
Total deferred tax assets, net | 0 | 0 |
Deferred tax liabilities | ||
Property and equipment, difference in depreciation | 0 | 0 |
Deferred tax liabilities, net | $ 0 | $ 0 |
TAXATION (Details - Valuation A
TAXATION (Details - Valuation Allowance) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, beginning | $ 95,844 | $ 0 |
Additions to valuation allowance | 43,102 | 95,844 |
Valuation allowance, ending balance | $ 138,946 | $ 95,844 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2019 | |
UNITED STATES | |||
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 21% | 10.50% | |
Net operating loss carryforwards | $ 99,817 | ||
HONG KONG | |||
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 8.25% | ||
Prc [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 25% |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details - Due to related parties) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Due from related parties | $ 15,334 | $ 39,341 | |
Due to related parties | 15,334 | 39,341 | |
Yin Chieh Cheng [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | [1] | 7,653 | 0 |
Mountain Share Transfer [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [2] | 7,681 | 39,341 |
Taisi Electric [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | [3] | $ 2,073,362 | $ 1,615,217 |
[1]Mr. Yin-Chieh Cheng (“Mr. Cheng”) is the chairman the Company, and he holds 42.5% shares of the Company. The balance due to Mr. Cheng as of March 31, 2022 mainly represented the amount paid by Mr. Cheng on behalf of the Company.[2]Mountain Share Transfer, LLC is company 100% controlled by Erik S. Nelson, a greater than 5% stockholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.[3]Mr. Tsai Wen-Chih is the director of XFC and has control power over Taisi Electrical & Plumbing Co. Pte Ltd. The Company took over the receivable amount of $877,809 from acquisition of XFC in December 2020. None of the receivables have been impaired and it is expected that the full contractual amounts can be collected. |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 10,707,150 | 10,607,150 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details - assumptions) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1.16% | 1.16% |
Expected term (in years) | 4 years 3 months 21 days | 4 years 3 months 21 days |
Volatility | 48.15% | 48.15% |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 02, 2021 | Jun. 01, 2020 | Dec. 27, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants exercise price | $ 0.50 | $ 0.50 | |||
Unrecognized compensation costs | $ 11,114,097 | ||||
Unrecognized compensation cost amortization period | 1 year 11 months 26 days | ||||
Series A Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants exercise price | $ 0.50 | ||||
Class A Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants exercise price | $ 0.50 | 0.50 | |||
Shun Chih Chuang [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Issued for services | 505,000 | ||||
Michael A Littman [Member] | Class A Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants exercise price | 0.50 | ||||
Michael A Littman [Member] | Class B Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants exercise price | $ 1 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 01, 2021 |
Class of Stock [Line Items] | |||
Sale of stock, price | $ 1 | ||
Share price | $ 2.50 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Issued | 80,000 | 80,000 |
(LOSS) EARNINGS PER SHARE (Deta
(LOSS) EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net (loss) income attributable to the Company | $ (805,720) | $ 49,490 |
Weighted-average shares outstanding | ||
- Basic | 10,677,150 | 9,131,786 |
- Diluted | 10,677,150 | 13,821,506 |
- Basic | $ (0.0755) | $ 0.0054 |
- Diluted | $ (0.0755) | $ 0.0036 |
(LOSS) INCOME PER SHARE (Detail
(LOSS) INCOME PER SHARE (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 shares | |
Earnings Per Share [Abstract] | |
Antidilutive shares | 5,560,000 |