Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Addresses [Line Items] | ||
Document Type | 20-F/A | |
Amendment Flag | true | |
Amendment Description | Amendment No.1 | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39803 | |
Entity Registrant Name | Meiwu Technology Company Limited | |
Entity Central Index Key | 0001787803 | |
Entity Incorporation, State or Country Code | D8 | |
Entity Address, Address Line One | 1602, Building C, Shenye Century Industrial Center | |
Entity Address, Address Line Two | No. 743 Zhoushi Road | |
Entity Address, Address Line Three | Hangcheng Street | |
Entity Address, City or Town | Shenzhen | |
Entity Address, Country | CN | |
Title of 12(b) Security | Ordinary Shares | |
Trading Symbol | WNW | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Document Accounting Standard | U.S. GAAP | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,945,313 | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Firm ID | 6907 | 3487 |
Auditor Name | Enrome LLP | Audit Alliance LLP |
Auditor Location | Singapore | Singapore |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 1602, Building C, Shenye Century Industrial Center | |
Entity Address, Address Line Two | No. 743 Zhoushi Road | |
Entity Address, Address Line Three | Hangcheng Street | |
Entity Address, City or Town | Shenzhen | |
Entity Address, Country | CN | |
Country Region | +86 | |
City Area Code | 755 | |
Local Phone Number | 85250400 | |
Contact Personnel Name | Mr. Xinliang Zhang |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 23,716,768 | $ 26,634,332 |
Accounts receivable | 4,043,473 | 433,002 |
Advances to suppliers, net | 1,382,172 | 231,230 |
Inventories, net | 344,823 | 432,955 |
Other current assets | 386,954 | 259,170 |
Total Current Assets | 29,874,190 | 27,990,689 |
Non-Current Assets: | ||
Property and equipment, net | 183,386 | 279,518 |
Right-of-use lease assets, | 227,603 | 19,833 |
Deferred Offering Costs | 9,893 | |
Goodwill | 7,700,569 | |
Total Non-Current Assets | 8,121,451 | 299,351 |
TOTAL ASSETS | 37,995,641 | 28,290,040 |
Current Liabilities: | ||
Short-term loan | 332,309 | 47,054 |
Accounts payable | 4,990,647 | 1,659,501 |
Contract liabilities | 747,093 | 1,153,717 |
Lease liabilities | 107,467 | 19,068 |
Tax Payable | 204,232 | |
Accrued expenses and other current liabilities | 1,964,469 | 928,072 |
Total Current Liabilities | 8,346,217 | 3,807,412 |
Non-Current Liabilities: | ||
Long-term loan | 218,722 | 414,072 |
Convertible notes | 5,550,607 | |
Lease liabilities | 144,163 | |
Total Non-Current Liabilities | 9,593,209 | 6,856,801 |
TOTAL LIABILITIES | 17,939,426 | 10,664,213 |
Commitment and Contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Ordinary shares, no par value, unlimited shares authorized; 60,945,313 and 32,968,755 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 38,571,534 | 23,385,695 |
Accumulated deficit | (17,081,329) | (6,009,313) |
Accumulated other comprehensive income (loss) | (1,281,864) | 253,736 |
Equity attributable to owners of the Company | 20,208,341 | 17,630,118 |
Non-controlling interests | (152,126) | (4,291) |
TOTAL STOCKHOLDERS’ EQUITY | 20,056,215 | 17,625,827 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 37,995,641 | 28,290,040 |
Related Party [Member] | ||
Non-Current Liabilities: | ||
Due to related parties | $ 3,679,717 | $ 6,442,729 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value | $ 0 | $ 0 |
Ordinary shares, shares authorized | Unlimited | Unlimited |
Ordinary shares, shares issued | 60,945,313 | 32,968,755 |
Ordinary shares, shares outstanding | 60,945,313 | 32,968,755 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | |||
Total revenue | $ 10,978,571 | $ 12,258,451 | $ 22,125,320 |
COST OF REVENUE | |||
Total cost of revenue | 9,803,883 | 9,418,606 | 17,967,593 |
GROSS PROFIT | 1,174,688 | 2,839,845 | 4,157,727 |
OPERATING EXPENSES | |||
Sales and Marketing Expenses | 1,081,567 | 1,473,719 | 3,994,966 |
General and Administrative Expenses | 2,802,132 | 2,015,215 | 1,872,107 |
Research and Development Expenses | 1,030,359 | 452,608 | 527,974 |
Total operating expenses | 4,914,058 | 3,941,542 | 6,395,047 |
LOSS FROM OPERATIONS | (3,739,370) | (1,101,697) | (2,237,320) |
Assets impairment loss | (6,736,684) | (144,520) | |
Gain on disposal of subsidiary | 14,002 | 26,049 | |
Other (loss) income, net | (546,655) | 102,582 | 19,258 |
LOSS BEFORE INCOME TAX | (11,008,707) | (1,117,586) | (2,218,062) |
Provision for Income Taxes | 211,144 | ||
NET LOSS | (11,219,851) | (1,117,586) | (2,218,062) |
Less: net loss attributable to non-controlling interest | (147,835) | (35,640) | |
NET LOSS ATTRIBUTABLE TO THE OWNERS’ COMPANY | (11,072,016) | (1,081,946) | (2,218,062) |
OTHER COMPREHENSIVE LOSS | |||
Foreign Currency Translation Adjustment | (1,535,600) | 402,273 | (205,785) |
TOTAL COMPREHENSIVE LOSS | $ (12,755,451) | $ (715,313) | $ (2,423,847) |
Loss per share - basic | $ (0.29) | $ (0.03) | $ (0.12) |
Loss per share - diluted | $ (0.29) | $ (0.03) | $ (0.12) |
Weighted average shares outstanding - basic | 44,445,636 | 25,851,456 | 20,191,781 |
Weighted average shares outstanding - diluted | 44,445,636 | 25,851,456 | 20,191,781 |
Product [Member] | |||
REVENUE | |||
Total revenue | $ 2,144,218 | $ 12,145,532 | $ 22,096,730 |
COST OF REVENUE | |||
Total cost of revenue | 1,905,037 | 9,343,477 | 17,967,581 |
Service [Member] | |||
REVENUE | |||
Total revenue | 8,834,353 | 112,919 | 28,590 |
COST OF REVENUE | |||
Total cost of revenue | $ 7,898,846 | $ 75,129 | $ 12 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2019 | $ 1,003,447 | $ (2,709,305) | $ 57,248 | $ (1,648,610) | ||
Balance, shares at Dec. 31, 2019 | 20,000,000 | |||||
Ordinary Shares issued | 20,810,388 | 20,810,388 | ||||
Ordinary Shares issued, shares | 5,000,000 | |||||
Capital Contributions | 163,847 | 163,847 | ||||
Net Loss | (2,218,062) | (2,218,062) | ||||
Foreign Currency Translation Adjustment | (205,785) | (205,785) | ||||
Balance at Dec. 31, 2020 | 21,977,682 | (4,927,367) | (148,537) | 16,901,778 | ||
Balance, shares at Dec. 31, 2020 | 25,000,000 | |||||
Capital Contributions | 1,408,013 | 1,408,013 | ||||
Net Loss | (1,081,946) | (35,640) | (1,117,586) | |||
Foreign Currency Translation Adjustment | 402,273 | 402,273 | ||||
Ordinary Shares issued for the acquisitions | ||||||
Ordinary Shares issued for the acquisitions, shares | 7,968,755 | |||||
Disposal of subsidiaries | 31,349 | 31,349 | ||||
Balance at Dec. 31, 2021 | 23,385,695 | (6,009,313) | 253,736 | (4,291) | 17,625,827 | |
Balance, shares at Dec. 31, 2021 | 32,968,755 | |||||
Capital Contributions | 53,839 | 53,839 | ||||
Net Loss | (11,072,016) | (147,835) | (11,219,851) | |||
Foreign Currency Translation Adjustment | (1,535,600) | (1,535,600) | ||||
Ordinary Shares issued for the acquisitions | 15,132,000 | 15,132,000 | ||||
Ordinary Shares issued for the acquisitions, shares | 27,976,558 | |||||
Balance at Dec. 31, 2022 | $ 38,571,534 | $ (17,081,329) | $ (1,281,864) | $ (152,126) | $ 20,056,215 | |
Balance, shares at Dec. 31, 2022 | 60,945,313 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net Loss | $ (11,219,851) | $ (1,117,586) | $ (2,218,062) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||
Depreciation and amortization | 87,973 | 388,319 | 307,563 |
Gains on withdrawal of Right-of-use lease assets | (53,816) | ||
Bad debt expense | 491,868 | 144,520 | |
Gain on disposal of subsidiaries | (14,002) | (26,049) | |
Impairment of goodwill | 6,244,555 | ||
Change in operating assets and liabilities: | |||
Account receivable, net | (4,102,339) | 17,009 | (415,749) |
Prepaid expenses | 123,896 | ||
Inventories, net | 88,132 | 1,124,567 | (1,195,104) |
Other current assets | (345,447) | (176,613) | (21,551) |
Advances to suppliers, net | (1,150,942) | 361,443 | (58,015) |
Rent deposit | 44,347 | ||
Deferred offering costs | (339,727) | ||
Accounts payable | 3,331,146 | (4,123,850) | 4,198,669 |
Contract liabilities | (406,624) | (4,251,510) | 3,570,025 |
Tax payable | 204,232 | 33,690 | (98,610) |
Lease liability | 232,562 | (256,432) | (227,221) |
Accrued expenses and other current liabilities | 1,036,397 | (799,545) | 1,225,660 |
Net cash (used in) provided by operating activities | (5,522,340) | (8,691,506) | 4,851,744 |
Cash flows from investing activities: | |||
Investment in loan receivable | (26,500,000) | ||
Proceeds from the investment in loan receivable | 26,500,000 | ||
Issuance of shares of common stock for the equity acquisition | 72,420 | ||
Purchase of plant and equipment | (25,916) | (81,197) | (27,705) |
Net cash (used in) provided by investing activities | (25,916) | 26,418,803 | (26,455,285) |
Cash flows from financing activities: | |||
(Payment to) Proceeds from related parties loans | (2,763,012) | (750,490) | 1,005,461 |
Proceeds from convertible promissory notes | 5,550,607 | ||
IPO proceeds due to related party | 4,999,550 | ||
Proceeds from borrowings | 285,255 | 455,756 | |
Proceeds from initial public offering | 21,500,450 | ||
Repayment of Bank loans | (195,350) | ||
Capital contributions | 1,408,013 | 166,565 | |
Net cash provided by financing activities | 2,877,500 | 1,113,279 | 27,672,026 |
Effect of changes of foreign exchange rate on cash | (246,808) | 765,792 | 413,155 |
Net (decrease) increase in cash | (2,917,564) | 19,606,368 | 6,481,670 |
Cash and cash equivalents at the Beginning of financial year | 26,634,332 | 7,027,964 | 546,294 |
Cash and cash equivalents at the end of financial year | 23,716,768 | 26,634,332 | 7,027,964 |
SUPPLEMENTARY CASH FLOW INFORMATION: | |||
Right of use assets obtained in exchange for operating lease liabilities | 302,631 | 37,270 | |
Deferred offering cost reduces additional paid-in capital | $ (9,893) | $ 652,871 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | 1. ORGANIZATION AND BUSINESS BACKGROUND Meiwu Technology Company Limited (“Meiwu” or the “Company”), formerly known as Wunong Net Technology Co., Ltd is a holding company incorporated under the laws of British Virgin Islands on December 4, 2018. Through contractually controlled and managed company, Meiwu Zhishi Technology (Shenzhen) Co., Ltd, formerly known as Wunong Technology (Shenzhen) Co., Ltd (“Meiwu Shenzhen”) and its subsidiaries, the Company operates an electronic online platform designed to provide primarily Clean Food to customers in China. On February 15, 2019, the Company acquired all shares of Shenzhen Vande Technology Co., Limited (“Vande”) pursuant to the Instrument of Transfer, Sold Note and Bought Note recorded with Registrar of Companies in Hong Kong Special Administration Region (SAR). Vande, incorporated on April 6, 2017 in Hong Kong, incorporated Guo Gang Tong (“WFOE”) in the People’s Republic of China with a registered capital of RMB 5,000,000 On March 2, 2019, WFOE entered into a series of contractual agreements with Meiwu Shenzhen, a company incorporated in the People’s Republic of China on June 16, 2015 with a registered capital of RMB 5,000,000 ● exercise effective control over Meiwu Shenzhen; ● receive substantially all of the economic benefits of Meiwu Shenzhen; and ● have an exclusive option to purchase all or part of the equity interests in Meiwu Shenzhen when and to the extent permitted by PRC law. As a result of these contractual arrangements, we have become the primary beneficiary of Meiwu Shenzhen, and we treat Meiwu Shenzhen as a Variable Interest Entity (“VIE”) in accordance with the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”, because the equity investments in Meiwu Shenzhen no longer have the characteristics of a controlling financial interest, and the Company, through WFOE, is the primary beneficiary of Meiwu Shenzhen. Accordingly, Meiwu Shenzhen has been consolidated. Since Meiwu Technology Company Limited and its subsidiaries are effectively controlled by the same controlling shareholders before and after the Reorganization, they are considered to be under common control. The above-mentioned transactions were accounted for as a recapitalization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS BACKGROUND (CONTINUED) On September 29, 2020, Meiwu Shenzhen, together with two individuals, Guoming Huang (“Huang”) and Yafang Liu (“Liu”), established a new Shanghai subsidiary, Wude Agricultural Technology (Shanghai) Co., Ltd (“Wude Shanghai”). Wude’s registered capital is RMB 20 3.1 51 25 24 51 51 On October 20, 2020, Meiwu Shenzhen entered into an Equity Transfer Agreement to acquire 51 5 781,466 51 30 19 100 30 4.6 On November 4, 2020, Meiwu Shenzhen incorporated a wholly-owned subsidiary, Wunong Technology (Liaoning) Co., Ltd (“Wunong Liaoning”). Wunong Liaoning’s registered capital is RMB 8.88 1.4 100 On December 10, 2020, Meiwu Shenzhen incorporated a wholly-owned subsidiary, Wunong Technology (Shaanxi) Co., Ltd (“Wunong Shaanxi”). Wunong Shaanxi’s registered capital is RMB 8.8 1.3 100 On December 17, 2020, the Company completed the initial public offering (“IPO”) of 5,000,000 5.00 25,000,000 999,910 4,999,550 29,999,550 On November 23, 2021, the Company entered into a Stock Purchase Agreement (“SPA”) with Boxinrui International Holdings Limited (the “Anxin BVI”) to acquire Beijing Anxin Jieda Logistics Co., Ltd. (“Anxin”). As of March 11, 2022, Anxin BVI failed to deliver the audited financial statements of Anxin for the year ended December 31, 2020 and 2019. The parties entered into a termination agreement, (the “Termination Agreement”) pursuant to terminate the transaction. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS BACKGROUND (CONTINUED) On December 28, 2021, Meiwu Shenzhen sold the 51 30 200,000 31,405 51 On March 31, 2022, the Company entered into a Stock Purchase Agreement (“SPA”) with Magnum International Holdings Limited (the “Yundian BVI”) to acquire Dalian Yundian Zhiteng Technology Company Limited (“Yundian”). Upon the closing, the Company shall deliver to the Yundian BVI total consideration of US$ 8.1 no 0.9 9,000,000 On May 12, 2022, Meiwu Shenzhen, together with Shenzhen Heme Enterprise Consulting Partnership (limited partnership) (“Heme Consulting”), established a new Shenzhen subsidiary, Heme Brand Chain Management (Shenzhen) Co., Ltd. (“Heme Shenzhen”). Heme Shenzhen’s registered capital is RMB 10 1.5 51 49 On June 23, 2022, the Company entered into a Stock Purchase Agreement (“SPA”) with Mahaotiaodong Information Technology Company Limited (the “Mahao BVI”) to acquire Mahaotiaodong (Xiamen) Technology Company Limited (“Mahao”). Upon the closing, the Company shall deliver to the Mahao BVI total consideration of US$ 6 no 0.6 10,000,000 On July 22, 2022, Heme Shenzhen established a new Shenzhen subsidiary, Heme Catering Management (Shenzhen) Co., Ltd (“Heme Catering”). Heme Catering’s registered capital is RMB 10 1.5 On October 31, 2022, the Company changed the name from “Wunong Technology (Shenzhen) Co,. Ltd” to Meiwu Zhishi Technology (Shenzhen) Co,. Ltd. On December 12, 2022, the Company entered into a Stock Purchase Agreement (“SPA”) with Xinfuxin International Holdings Limited (the “Yuanxing BVI”) to acquire Hunan Yuanxing Chanrong Technology Co., Ltd (“Yuanxing”). Upon the closing, the Company shall deliver to the Yuanxing BVI total consideration of US$ 9.6 no 0.8 12,000,000 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS BACKGROUND (CONTINUED) As of December 31, 2022, details of the subsidiaries of the Company are set out below: SCHEDULE OF SUBSIDIARIES AND ASSOCIATES Name of Entity Date of Incorporation Place of Incorporation % of Ownership Principal Activities Meiwu Technology Company Limited (“Meiwu” or the “Company”, formerly known as Wunong Net Technology Company Limited) December 4, 2018 British Virgin Islands Parent Holding Company Shenzhen Vande Technology Co., Limited (“Vande”) April 6, 2017 Hong Kong 100 Holding Company Magnum International Holdings Limited (“Yundian BVI”) July 30, 2021 British Virgin Islands 100 Holding Company Mahaotiaodong Information Technology Company Limited (“Mahao BVI”) December 29, 2021 British Virgin Islands 100 Holding Company Xinfuxin International Holdings Limited (“Yuanxing BVI”) June 27, 2018 British Virgin Islands 100 Holding Company Guo Gang Tong Trade (Shenzhen) Co., Ltd (“WFOE”) December 28, 2018 Shenzhen, China 100 Holding Company Yun Tent Technology Company Limited (“YunTent”) August 10, 2021 Hong Kong 100% owned by Yundian BVI Holding Company DELIMOND Limited (“DELIMOND”) January 3, 2019 Hong Kong 100% owned by Mahao BVI Holding Company MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS BACKGROUND (CONTINUED) Name of Entity Date of Incorporation Place of Incorporation % of Ownership Principal Activities Antai Medical Limited (“Antai”) January 20, 2017 Hong Kong 100% owned by Yuanxing BVI Holding Company Dalian Yundian Zhiteng Technology Company Limited (“Yundian”) April 8, 2020 Dalian, China 100% owned by YunTent Technology service Mahaotiaodong (Xiamen) Technology Company Limited (“Mahao”) May 21, 2020 Xiamen, China 100% owned by DELIMOND Short messages service Hunan Yuanxing Chanrong Technology Co., Ltd (“Yuanxing”) April 25, 2019 Chenzhou, China 100% owned by Antai Technology service, fruits and frozen products sales Meiwu Zhishi Technology (Shenzhen) Co., Ltd (“Meiwu Shenzhen”, formerly known as Wunong Technology (Shenzhen) Co., Ltd) June 16, 2015 Shenzhen, China VIE An electronic online platform designed to provide primarily Clean Food to customers in China Meiwu Catering Chain Management (Shenzhen) Co., Ltd (“Meiwu Catering”, formerly known as Wunong Catering Chain Management (Shenzhen) Co., Ltd) November 27, 2018 Shenzhen, China 100% owned by Meiwu Shenzhen Restaurant service, food sales Wude Agricultural Technology (Shanghai) Co., Ltd (“Wude Shanghai”) September 29, 2020 Shanghai, China 51% owned by Meiwu Shenzhen Food selling, agricultural products purchase and wholesale Wunong Technology (Shaanxi) Co., Ltd (“Wunong Shaanxi”) December 10, 2020 Shaanxi, China 100% owned by Meiwu Shenzhen Food selling, agricultural products purchase and wholesale Heme Brand Chain Management (Shenzhen) Co., Ltd. (“Heme Shenzhen”) May 12, 2022 Shenzhen, China 100% owned by Meiwu Shenzhen Drink sales Heme Catering Management (Shenzhen) Co., Ltd (“Heme Catering”) July 22, 2022 Shenzhen, China 100% owned by Heme Shenzhen Drink sales The Company believes that the contractual arrangements with its VIE and their respective shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the ownership structure, contractual arrangements and business of the Company, WFOE or Meiwu Shenzhen are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating the income or the income of WFOE and Meiwu Shenzhen, revoking the business licenses or operating licenses of WFOE or Meiwu Shenzhen, discontinuing or placing restrictions or onerous conditions on our operations, requiring the Company to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our offerings to finance the business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to the business operations and severely damage our reputation, which would in turn materially and adversely affect the business, financial condition and results of operations. If any of these occurrences results in the inability to direct the activities of Meiwu Shenzhen, and/or the failure to receive economic benefits from Meiwu Shenzhen, the Company may not be able to consolidate their results into the consolidated financial statements in accordance with U.S. GAAP. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity | |
LIQUIDITY | 2. LIQUIDITY The Company had cash of $ 23,716,768 and $ 26,634,332 as of December 31, 2022 and 2021, respectively. Net loss was approximately of $ 11.2 million and $ 1.1 million for years ended December 31, 2022 and 2021 respectively. The Company had working capital of $ 21.5 million and $ 24.2 million as of December 31, 2022 and 2021, respectively. The Company have funded working capital and other capital requirements primarily by equity contributions from shareholders. Cash is required to pay purchase costs for inventory, salaries, selling expenses, rental expenses, income taxes, and other operating expenses. In assessing liquidity, management monitors and analyses cash on hand, ability to generate sufficient revenue sources in the future, and operating and capital expenditure commitments. On April 28, 2022, the Company entered into certain Securities Purchase Agreement (the “SPA”) with five “accredited investors”, pursuant to which the Company agreed to sell to each of such purchasers an unsecured convertible note with an original principal amount of $ 1,100,000 1,600,000 5,000,000.00 868,029 217,045 43,496 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation and principles of consolidation These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The consolidated financial statements include the accounts of the Company, its subsidiaries, and the VIE. All intercompany balances and transactions between the Company, its subsidiaries and the VIE are eliminated upon consolidation. ● Consolidation of Variable Interest Entity A VIE is an entity that either has a total equity investment that is insufficient to finance its activities without additional subordinated financial support, or whose equity investments lack the characteristics of a controlling financial interest, such as through voting rights, and the right to receive the expected residual returns of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary of, and must consolidate, the VIE. Guo Gang Tong Trade (Shenzhen) Co., Ltd is deemed to have a controlling financial interest in and be the primary beneficiary of Meiwu Shenzhen because it has both of the following characteristics: (1) The power to direct activities at Meiwu Shenzhen that most significantly impact such entity’s economic performance, and (2) The right to receive benefits from Meiwu Shenzhen that could potentially be significant to such entity. Pursuant to the contractual arrangements with Meiwu Shenzhen, Meiwu Shenzhen pays service fees equal to all of its net profit after tax payments to WFOE. Such contractual arrangements are designed so that Meiwu Shenzhen operates for the benefit of Guo Gang Tong Trade (Shenzhen) Co. Ltd and ultimately, the Company. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Consolidation of Variable Interest Entity (continued) Accordingly, the accounts of the Meiwu Shenzhen and its subsidiaries are consolidated in our financial statements pursuant to ASC 810-10, Consolidation. In addition, their financial positions and results of operations are included in our financial statements. The carrying amount of this VIE’s assets and liabilities are as follows: SCHEDULE OF CONSOLIDATION OF VARIABLE INTEREST ENTITY December 31, December 31, 2022 2021 Current assets $ 702,484 $ 1,784,689 Property and equipment 180,072 279,518 Right of Use Lease Assets, net 227,603 19,833 Other non-current assets 115,186 - Total assets 1,225,345 2,084,040 Total current liabilities 6,127,461 3,680,183 Total non-current liabilities 362,885 1,254,807 2022 2021 2020 For the years ended December 31, 2022 2021 2020 Revenue $ 1,738,752 $ 12,258,451 $ 22,125,320 Cost of revenue 1,309,778 9,418,606 17,967,593 Operating expenses 2,667,254 3,923,748 6,141,443 Net loss (2,695,110 ) (1,099,792 ) (1,964,458 ) 2022 2021 2020 December 31, 2022 2021 2020 Net cash provided by (used in) operating activities $ 238,434 $ (8,500,703 ) $ 5,236,832 Net cash (used in) provided by investing activities - (81,197 ) 44,715 Net cash (used in) provided by financing activities (856,123 ) 1,826,612 809,078 Effect of changes of foreign exchange rate on cash 292,532 155,891 391,045 Net (decrease) increase in cash and cash equivalents (325,157 ) (6,599,397 ) 6,481,670 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, valuation of inventory, and recoverability of carrying amount and the estimated useful lives of fixed assets, and implicit interest rate of operating leases. ● Business combinations The Company accounted for its business combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements. When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. ● Cash Cash consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. ● Accounts receivable Accounts receivable mainly represent amounts due from clients and are recorded net of allowance for doubtful accounts. The Company mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of historical bad debts, creditworthiness and financial conditions of the clients, current economic trends and changes in client payment patterns. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote. The allowance was $ 400,262 nil nil ● Inventories, net The Company values its inventories at the lower of cost or net realizable value. The cost of inventories is calculated using the first in first out basis. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Any idle facility costs or excessive spoilage are recorded as current period charges. There was no inventory impairment for the years ended December 31, 2022, 2021 and 2020. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Advances to suppliers Advances to suppliers represent prepayments made to certain suppliers of Clean Food. To ensure continuous high-quality supplies and favorable purchase prices of Clean Food, the Company is required from time to time to make cash advances when placing its purchase orders. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund the advance. As of December 31, 2022, 2021 and 2020, the allowances was $ 68,511 144,520 nil ● Plant and Equipment Plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Depreciation is computed using the straight-line method over estimated useful lives listed below: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Estimated Useful Life Computers and accessories 3 Vehicle 5 Office Equipment 5 Leasehold improvement 5 When computers and accessories, vehicle, and office equipment are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred. Leasehold improvements are amortized using the straight-line method over the remaining lease term. Depreciation for equipment commences once it is placed in service and amortization of leasehold improvements commences once they are ready for our intended use. Construction in progress is related to office renovation that has not yet been completed for our intended use. Capitalization of the cost of renovation ceases and the construction in progress is transferred to leasehold improvement when substantially all the renovations are completed. Construction in progress is not depreciated until they are ready for our intended use. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Leased property under operating leases The Company early adopted ASU 2016-02, “Leases” on January 1st, 2017 and used modified retrospective method that requires application at the beginning of the earliest comparative year presented. The most significant impact upon adoption relates to the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s balance sheet for office space leases. Upon adoption, the Company recognized additional lease liabilities of $ 22,192 ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company has the opinion to assess qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit. over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted cash flow was determined using management’s estimates and assumptions. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill will be reassigned based on the relative fair value of each of the affected reporting units. As of December 31, 2022 and 2021, the Company recorded impairments for goodwill of $ 7,558,289 nil . ● Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition below are the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no indicators of impairments of these assets as of December 31, 2022 and 2021. ● Convertible notes Convertible notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. ● Revenue recognition On January 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (FASB ASC Topic 606) using the modified retrospective approach. The results of applying Topic 606 using the modified retrospective approach were insignificant and did not have a material impact on the Company’s consolidated financial condition, results of operations, cash flows, business process, controls or systems. The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. All of the Company’s contracts have one single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The initial payments received from pre-ordering are recorded in the advance from customers on the balance sheets and will not be recognized as revenue until transfer of goods. Shipping and handling are activities to fulfill the Company’s promise to transfer goods to customers, which are included in the sale price of the goods. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Revenue recognition (continued) Revenue is recognized or realizable and earned when all five of the following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or as) the Entity Satisfies a Performance Obligation. The Company recognizes revenue based upon gross sales minus sales returns and sales incentives that the Company offers to its customers, such as discounts. Revenue is reported net of all value added taxes. The Company generally does not permit customers to return products and historically, customer returns have been immaterial. Revenue expected to be recognized in any future periods related to remaining performance obligations is recorded in advances from customers. As of December 31, 2022 and 2021, the balance of advances from customers was $ 747,093 1,153,717 The following table sets forth the breakdown of our net revenue for the years ended December 31, 2022, 2021 and 2020. SCHEDULE OF NET REVENUE For the years ended December 31 2022 2021 2020 Net % of total Net % of total Net % of total Product category revenue revenue revenue revenue revenue Revenue Grains, oil, and spices $ 473,481 4.3 % $ 3,103,217 25.3 % $ 8,642,315 39.1 % Beverages, alcohol and tea $ 300,799 2.6 % $ 1,808,015 14.7 % $ 2,295,324 10.4 % Other food $ 726,158 6.6 % $ 1,070,054 8.7 % $ 1,166,115 5.2 % Meat, poultry and eggs $ 269,880 2.6 % $ 5,355,829 43.7 % $ 7,227,876 32.7 % Fresh fruits and vegetables $ 311,594 2.8 % $ 597,828 4.9 % $ 1,397,838 6.3 % Groceries $ 43,980 0.4 % $ 169,501 1.4 % $ 1,264,330 5.8 % Dried seafood $ 18,326 0.2 % $ 41,088 0.3 % $ 102,932 0.4 % Technology Services $ 8,834,353 80.5 % $ 112,919 1.0 % $ 28,590 0.1 % Total $ 10,978,571 100 % $ 12,258,451 100 % $ 22,125,320 100 % On January 1, 2017, the Company also adopted ASU 2016-08 Principle versus Agent Considerations (Reporting Revenue Gross versus Net), which amended the principal-versus-agent implementation guidance and illustrations in ASU 2014-09 to clarify how the principal-versus-agent indicators should be evaluated to support an entity’s conclusion that it controls a specified good or service before it is transferred to a customer. Under the new revenue standards, when a third party is involved in providing goods or services to a customer, the entity must determine whether its performance obligation is to provide the good or service itself (i.e., the entity is a principal) or to arrange for another party to provide the good or service (i.e., the entity is an agent). An entity makes this determination by evaluating the nature of its promise to the customer. An entity is a principal (and, therefore, records revenue on a gross basis) if it controls the promised good or service before transferring it to the customer. An entity is an agent (and records as revenue the net amount it retains as a commission) if its only role is to arrange for another entity to provide the goods or services. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Revenue recognition (continued) Sales on website The Company operates an online platform to sell Clean Food to retail customers and recognizes revenue on a gross basis. The Company is a principal because it controls the promised good or service before transferring it to a customer. This control is determined by the following indicators 1) The Company is the primary obligor in the sales transaction and responsible for providing products and service. 2) The Company bears the inventory risk. The Company will first indemnify customers for product damages and then request reimbursements from suppliers if the suppliers are determined to be responsible for the damages. 3) The Company selects suppliers and runs the entire sales process. 4) The Company sets the product price and has control over the entire transaction. Sales offline In the second half of 2020, the Company started the offline sales which mainly focused on the non-retail customers. For the offline sales, the customers order goods from the Company according to their own needs, then the company will order the corresponding products from the suppliers. The Company’s offline sales have the following categories: grains, fruits, vegetables and meat. Revenue is confirmed upon receipt of the goods. Payment will be made by the customer after the invoice is issued. The Company is a principal because it controls the promised goods or services before transferring them to a customer. This control is determined by the following indicators 1) The Company is the primary obligor in the sales transaction and responsible for providing products and services. 2) The Company bears the inventory risk. The Company will first indemnify customers for product damage and then request reimbursement from suppliers if the suppliers are determined to be responsible for the damage. 3) The Company selects suppliers and runs the entire sales process. 4) The Company sets the product price and has control over the entire transaction. Service revenue The Company generate substantially all of the Company’s services revenue from the following service: (1) Communication Platform-as-a-Service (“CPaaS”) which allows customers to send text messages using the Company’s cloud-based platform through the new acquired subsidiary Mahao; The Company account for revenue from customers’ usage of text message on the Company’s CPaaS platform as a separate performance obligation. The Company’s service fees are determined by applying the contractual unit price to the monthly usage volume of text messages sent and a contractual monthly fixed charge per subscriber multiplied by the number of subscribers recorded by the Company’s CPaaS platform where relevant. The cloud-based services to send text messages are sold separately to customers with observable standalone selling prices. In accordance with ASC 606, the Company recognize revenue upon the transfer of control of promised services provided to the Company’s customers, in the amount of consideration the Company expect to receive for those services (excluding sales taxes collected on behalf of government authorities). The Company’s revenue contracts generally do not include a right of return in relation to the delivered products or services. (2) Providing technical solutions to customers: The Company generates revenue from providing technical and maintenance services under separate contracts to customers as a principal. The terms of pricing stipulated in the contracts are fixed. One performance obligation is identified in the contracts with customers. Revenue is recognized upon the transfer of control of promised services provided to the Company’s customers, in the amount of consideration the Company expect to receive for those services (excluding sales taxes collected on behalf of government authorities). The Company’s revenue contracts generally do not include a right of return in relation to the delivered products or services. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year which need to be recognized as assets. ● Cost of revenues The shipping and handling costs as well as the cost of purchased Clean Food products listed for sale on the Company’s platform are included as part of cost of goods sold. The Company expenses shipping and handling costs in conjunction with sale of its products as incurred. ● Sales and marketing expense Advertising, sales and marketing costs consist primarily of costs for the promotion of business brand and product marketing. The Company expensed all marketing and advertising costs as incurred. ● Research and development expense Research and development expenditures include salaries, wages and other costs of personnel engaged in research and development. Costs of services performed by others for research and development on the Company’s behalf are expensed when incurred. The Company’s research and development expense primarily includes software development and testing. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Income taxes The Company is subject to the income tax laws of the PRC. No taxable income was generated outside the PRC for the years ended December 31, 2022, 2021 and 2020. The Company accounts for income taxes in accordance with ASC740, “Income Taxes”. The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carryback periods, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and the Company’s experience with similar operations. Existing favorable contracts and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitation has expired or the appropriate taxing authority has completed their examination even though the statute of limitations remains open. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized. There were no material uncertain tax positions as of December 31, 2022 and 2021. All tax returns since the Company’s inception are subject to examination by tax authorities. ● Value added taxes (“VAT”) Sales represents the invoiced value of goods, net of VAT. The VAT is based on gross sales price and VAT rates, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on inventory acquired. The Company recorded a VAT payable net of payments in the accompanying financial statements. All of the VAT returns of the Company have been and remain subject to examination by the tax authorities for five years from the date of filing. Before April 30, 2019, the Company’s product sales revenues were subject to VAT at a reduced rate of 3% and subject to surcharges at a reduced surcharge rate of 6% of the VAT payable since the company is qualified as a small-scale enterprise the Company is no longer qualified as a small-scale enterprise. The Company’s grains, oil, and spices products are subject to 9% VAT and the other products are subject to 13% VAT. All the Company’s products are subject to tax surcharges at 12% of the VAT payable MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Foreign currency transactions and translations An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company is the Renminbi (“RMB’), and PRC is the primary economic environment in which the Company operates. The reporting currency of these combined financial statements is the United States dollar (“US Dollars” or “$”). For financial reporting purposes, the financial statements of the Company, which are prepared using the RMB, are translated into the Company’s reporting currency, the United States Dollar. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates when capital transaction occurred. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net loss of the consolidated financial statements for the respective periods. The exchange rates used for foreign currency translation were as follows (US Dollars $1 = RMB): SCHEDULE OF FOREIGN CURRENCY TRANSLATION EXCHANGE RATES Year End Average 12/31/2022 6.8972 6.7290 12/31/2021 6.3757 6.4508 12/31/2020 6.5250 6.9042 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. ● Comprehensive loss Comprehensive loss is defined as the change in equity of the Company during a period from transactions and other events and circumstances excluding those resulting from investments by and distributions to shareholders. Accumulated other comprehensive income (loss), as presented on the accompanying consolidated balance sheets, only consists of cumulative foreign currency translation adjustment. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Fair value of financial instruments The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: ● Level 1 ● Level 2: ● Level 3 The carrying amounts reported in the balance sheets for cash, accounts receivable, loan receivable, advances to suppliers, other current assets, accounts payable, advance from customers, tax payable, other payables and accrued liabilities approximate th |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 4. ACQUISITIONS ● The acquisition of Yundian On March 31, 2022, the Company entered into a Share Purchase Agreement (“SPA”) with Magnum International Holdings Limited, a British Virgin Islands business company (the “Yundian BVI”), and all the shareholders of Yundian BVI, who collectively hold 100 100 100 $ 6,372,000 9,000,000 The following summarizes the identified assets acquired and liabilities assumed pursuant to the acquisition of Yundian as of April 19, 2022: SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Items Amount Assets Cash and cash equivalents $ 4,402 Other current assets 36,575 Accounts receivable Property and equipment, net Other non-current assets Advances to suppliers, net Goodwill 6,596,636 Liabilities Accounts payable (141 ) Advance from customer Accrued expenses and other current liabilities (265,472 ) Total net assets $ 6,372,000 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Yundian. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Yundian at the acquisition date. ● The acquisition of Mahao On June 23, 2022, the Company entered into a Stock Purchase Agreement (“SPA”) with Mahaotiaodong Information Technology Company Limited (the “Mahao BVI”) to acquire Mahaotiaodong (Xiamen) Technology Company Limited (“Mahao”). Upon the closing, the aggregate purchase price for Mahao was $ 6,120,000 10,000,000 The following summarizes the identified assets acquired and liabilities assumed pursuant to the acquisition of Yundian as of June 23, 2022: SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Items Amount Assets Cash and cash equivalents $ 21 Accounts receivable 613,198 Advances to suppliers, net 4,343,744 Other current assets 78,073 Goodwill 5,956,203 Liabilities Accounts payable (440,392 ) Advance from customer (4,410,090 ) Accrued expenses and other current liabilities (20,757 ) Total net assets $ 6,120,000 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Mahao . Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of at the acquisition date. ● The acquisition of Yuanxing On December 12, 2022, the Company entered into a Share Purchase Agreement (“SPA”) with Xinfuxin International Holdings Limited, a British Virgin Islands business company (the “Yuanxing BVI”), and all the shareholders of Yuanxing BVI, who collectively hold 100 100 100 $ 2,640,000 12,000,000 The following summarizes the identified assets acquired and liabilities assumed pursuant to the acquisition of Yuanxing as of December 23, 2022: SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Items Amount Assets Cash and cash equivalents $ 12,484 Accounts receivable 767,120 Advances to suppliers, net 216,927 Other current assets 231,687 Property and equipment, net 3,329 Other non-current assets 17,631 Goodwill 1,744,366 Liabilities Accounts payable (203,901 ) Advance from customer (21,487 ) Accrued expenses and other current liabilities (128,156 ) Total net assets $ 2,640,000 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Yuanxing . Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of at the acquisition date. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE | 5. ACCOUNTS RECEIVABLE As of December 31, 2022 and 2021, the Company has accounts receivable of $ 4,043,473 and $ 433,002 . The aging of account receivables were all less than 30 days. The allowance for doubtful accounts was $ 400,262 and nil as of December 31, 2022 and 2021. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | 6. OTHER CURRENT ASSETS The other current assets as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF OTHER CURRENT ASSETS December 31, December 31, 2022 2021 Staff advance $ 268,446 110,747 Deposit 65,659 33,713 VAT recoverable 18,861 61,697 Receivable for disposal 28,997 31,369 Others 4,991 21,644 Total of other current assets $ 386,954 259,170 |
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT | 7. PLANT AND EQUIPMENT Plant and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 2021 Computer and accessories $ 63,289 $ 68,466 Office Equipment 202,487 45,206 Vehicle 26,110 28,246 Leasehold improvement 234,744 416,071 Less: accumulated depreciation (343,244 ) (278,471 ) Plant and equipment, net $ 183,386 $ 279,518 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 87,973 , $ 109,362 and $ 74,321 , respectively. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 8. GOODWILL SCHEDULE OF GOODWILL Balance as of December 31, 2021 $ - Addition 14,297,205 Impairment loss (6,596,636 ) Balance as of December 31, 2022 $ 7,700,569 The goodwill associated with the acquisition of: (i) Yundian of $ 6,596,636 ; (ii) Mahao of $ 5,956,203 and (iii) Yuanxing of $ 1,744,366 , were initially recognized at the acquisition closing dates. As of December 31, 2022 and 2021, the goodwill amounted to $ 7,700,569 nil 6,596,636 352,081 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
BANK LOANS
BANK LOANS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
BANK LOANS | 9. BANK LOANS Bank loans represent the amounts due to various banks that are due within and over one year. As of December 31, 2022 and 2021, bank loans consisted of the following: SCHEDULE OF BANK LOANS December 31, December 31, Short-term bank loans: Loan from Bank of Jiangsu (1) $ 43,496 $ 47,054 Loan from China Construction Bank (3) 288,813 $ - Short-term bank loans 332,309 47,054 Long-term bank loan: Loan from Shenzhen Qianhai Weizhong Bank (2) 218,722 414,072 Long-term bank loan $ 551,031 $ 461,126 (1) On July 7, 2021, Meiwu Shenzhen entered into a loan agreement with Bank of Jiangsu to borrow $ 47,054 July 7, 2022 7.1775 43,496 July 30, 2023 7.134 (2) On September 16, 2021, Meiwu Shenzhen entered into a loan agreement with Shenzhen Qianhai Weizhong Bank to borrow $ 414,072 September 16, 2023 8.46 (3) On January 6, 2022, Meiwu Shenzhen entered into a loan agreement with China Construction Bank to borrow $ 217,045 January 6, 2023 4.0525 71,768 October 14, 2023 3.90 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | 10. ACCOUNTS PAYABLE The accounts payable as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE December 31, December 31, 2022 2021 Accounts payable to suppliers $ 1,614,871 1,659,501 Accounts payable for technical service 3,375,776 - Total of other current assets $ 4,990,647 1,659,501 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
RIGHTS-OF-USE LEASE ASSETS, NET
RIGHTS-OF-USE LEASE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Rights-of-use Lease Assets Net | |
RIGHTS-OF-USE LEASE ASSETS, NET | 11. RIGHTS-OF-USE LEASE ASSETS, NET The Company leases office and restaurant premises under non-cancelable operating lease agreements, with an option to renew the leases. Per the new lease standard ASC 842-10-55, these leases are treated as operating leases. Management determined the loan interest rate of 4.75 96,356 315,516 275,047 Rights-of-use lease assets, net consisted of the following: SCHEDULE OF RIGHTS-TO-USE LEASE ASSETS December 31, December 31, 2022 2021 Leased properties under operating lease $ 337,084 37,270 Less: accumulated amortization (109,481 ) (17,437 ) Right-to-use asset, net $ 227,603 19,833 The Company does not have any variable lease costs. Cash payment made under the lease agreements is $ 80,045 329,952 269,026 2.17 SCHEDULE OF FUTURE LEASE COMMITMENTS Future lease commitments 2023 $ 117,017 2024 127,066 2025 21,342 Total Lease Payments $ 265,425 Less: imputed interest $ (13,795 ) Present value of lease liabilities $ 251,630 Lease liabilities - Current $ 107,467 Lease liabilities – Non current 144,163 Amortization expense was recognized as lease expense in general and administrative expense. Non-cash portion of amortization expense was $ 278,957 14,436 6,021 The estimated amortization expenses for each of the five succeeding years is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES Year ending December 31, Amortization expense 2023 105,048 2024 105,048 2025 17,507 Total $ 227,603 On December 21, 2021, Meiwu Shenzhen signed the lease withdrawal agreements with Zhichuang Juzhen to end the lease terms of executive offices and restaurant at December 31, 2021. On February 23, 2022, Shenzhen Bao’an Industrial Investment Group Co., Ltd(“Bao’an Industrial Investment”) entered a lease with Meiwu Shenzhen to lease our executive offices to us for a lease term from March 1, 2022 to February 28, 2025, at a monthly net rent of RMB 49,743.65 7,802 52,230.83 8,192 54,844.64 8,602 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | 12. EQUITY Ordinary shares Meiwu Technology Company Limited is established under the laws of British Virgin Islands on December 4, 2018 with 50,000 1.00 16,666 16,666 1.00 66,666 1.00 66,666 20,000,000 The Company completed IPO of 5,000,000 999,910 5.00 29,999,550 26.5 3.5 On November 23, 2021, the Company entered into a Share Purchase Agreement (“SPA”) with Boxinrui International Holdings Limited, a British Virgin Islands business company (the “Anxin BVI”), and all the shareholders of Anxin BVI, who collectively hold 100 100 7,968,755 50 7,968,755 In March 2022, the Company adopted a share incentive plan, which is referred to as the 2022 Equity Incentive Plan 4,945,313 On March 31, 2022, the Company entered into a Share Purchase Agreement (“SPA”) with Magnum International Holdings Limited, a British Virgin Islands business company (the “Yundian BVI”), and all the shareholders of Yundian BVI, who collectively hold 100 100 100 8.1 no 0.9 9,000,000 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. EQUITY (CONTINUED) On June 23, 2022, the Company entered into a Share Purchase Agreement (“SPA”) with Mahaotiaodong Information Technology Company Limited, a British Virgin Islands business company (the “Mahao BVI”), and all the shareholders of Mahao BVI, who collectively hold 100 100 100 6 no 0.6 10,000,000 On December 12, 2022, the Company entered into a Share Purchase Agreement (“SPA”) with Xinfuxin International Holdings Limited, a British Virgin Islands business company (the “Yuanxing BVI”), and all the shareholders of Yuanxing BVI, who collectively hold 100 100 100 9.6 no 0.8 12,000,000 As of December 31, 2022 and 2021, 60,945,313 32,968,755 no Additional Paid-in Capital The additional paid-in capital at December 31, 2022 and 2021 was $ 38,571,534 23,385,695 15,185,839 1,408,013 163,847 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | 13. RELATED PARTY BALANCES AND TRANSACTIONS SCHEDULE OF RELATED PARTY TRANSACTIONS (1) Related parties with transactions and related party relationships Name of Related Party Relationship to the Company Hanwu Yang Shareholder of the Company Changbin Xia Shareholder of the Company Eternal Horizon International Company Limited As a shareholder of the Company before December 15, 2020 Yanping Guo Legal representative of Vande Mishan City Shenmi Dazhong Management Consulting Partnership (“ShenMi DaZhong”) Shareholder of the Company Haiyan Qin, Hui Wang and other 11 individuals Shareholders of ShenMi DaZhong Shan’xi Nongbei New Agriculture Technology Co.,Ltd and other 8 companies Associated with shareholders of ShenMi DaZhong MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13 . RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED) SCHEDULE OF DUE TO RELATED PARTIES (2) Due to related parties December 31, 2022 December 31, 2021 Eternal Horizon International Company Limited (1) $ 2,323,475 $ 4,999,550 Changbin Xia (2) 1,337,164 1,415,492 Peijiang Chen (2) - 27,448 Yanping Guo - 239 Other 19,078 - Total $ 3,679,717 $ 6,442,729 (1) During IPO, the underwriters purchased 999,910 4,999,550 he Company paid $2.6 million to the underwriters for the year ended December 31, 2022. (2) The Company borrowed loans as working capital from two shareholders Hanwu Yang and Changbin Xia as well as the legal representative of Vande, and Peijiang Chen as well as the director of Meiwu Shenzhen. The balance due to related parties is interest-free and due on demand. During the year ended December 31, 2022, 2021 and 2020, the Company purchased $ 29,190 42,692 33,529 14,647 52,025 56,625 151,477 118,966 The Company’s shareholder, ShenMi DaZhong, and ShenMi DaZhong’s limited partners have received sales commissions of $ 36,793 27,932 281,181 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes | |
CONVERTIBLE NOTES | 14. CONVERTIBLE NOTES SCHEDULE OF CONVERTIBLE NOTES December 31, 2022 December 31, 2021 Convertible notes-principal $ 5,500,000 $ - Convertible notes-discount (316,060 ) - Convertible notes-interest 366,667 - Total $ 5,550,607 $ - Convertible notes $ 5,550,607 $ - On January 6, 2022, the Company entered into a securities purchase agreement with five “accredited investors” (the “ Purchasers agreed to sell to each of such Purchasers an unsecured convertible note with an original principal amount of $ 1,100,000 Note Each of the Notes bears interest at a rate of 10% 100,000.00 4,000.00 0.50 80% Market Price MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXATION | 15. TAXATION Income Tax Meiwu Technology Company Limited was incorporated in the British Virgin Islands (“BVI”) as an offshore holding company. Under the current law of the BVI, Meiwu Technology Company Limited is not subject to tax on income or capital gains. Additionally, upon payments of dividends by Meiwu Technology Company Limited to its shareholders, no BVI withholding tax will be imposed. Meiwu Technology Company Limited’s subsidiary Shenzhen Vande Technology Co., Limited was incorporated in Hong Kong and does not conduct any substantial operations on its own. No provision for Hong Kong profits tax has been made in the financial statements as Shenzhen Vande Technology Co., Limited has no assessable profits. Additionally, upon payments of dividends by Shenzhen Vande Technology Co., Limited to its shareholders, no Hong Kong withholding tax will be imposed. M eiwu Zhishi Technology (Shenzhen) Co., Ltd, formerly known as Wunong Technology (Shenzhen) Co., Ltd 25 During the years ended December 31, 2022, 2021 and 2020, the Company and its subsidiary have incurred a net loss approximately of $ 11.2 1.1 2.2 In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above. For the years ended December 31, 2022, 2021 and 2020, the Company was subject to a 25 Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended December 31, SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE 2022 2021 2020 PRC statutory tax rate 25 % 25 % 25 % Net impact of exemption and favorable tax rate rendered by local tax authorities - % Foreign loss not recognized in PRC 2 % - % 3 % Permanent difference and others (4 )% (1 )% (6 )% Change in valuation allowance (23 )% (25 )% (22 )% Effective tax rate - - - Deferred Tax Realization of the net deferred tax assets is dependent on factors including future reversals of existing taxable temporary differences and adequate future taxable income, exclusive of reversing deductible temporary differences and tax loss or credit carry forwards. The Company evaluates the potential realization of deferred tax assets on an entity-by-entity basis. As of December 31, 2022 and 2021, valuation allowance was provided against deferred tax assets in entities where it was determined it was more likely than not that the benefits of the deferred tax assets will not be realized. The Company had deferred tax assets as of December 31, 2022 and 2021, which can be carried forward to offset future taxable income. The management determines it is more likely than not that deferred tax assets could not be recognized, so full allowances were provided as of December 31, 2022 and 2021. The operating loss generated from tax year ending December 31, 2018 carry forward incurred by the Company and subsidiary will expire in year 2024 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. TAXATION (CONTINUED) The Company’s deferred tax assets were as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Tax effect of net operating losses carried forward 3,968,729 1,411,062 Valuation allowance (3,968,729 ) (1,411,062 ) Deferred tax assets, net $ - $ - There were no |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 16. SEGMENT REPORTING ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products or services. Based on management’s assessment, the Company has determined that it has three operating segments as defined by ASC 280, including Clean Food platform, restaurant, and others. Adjustments and eliminations of inter-company transactions were not included in determining segment (loss) profit, as they are not used by the chief operating decision maker. The following table presents summary information by segment for the years ended December 2022, 2021 and 2020 respectively: SCHEDULE OF SEGMENT REPORTING Clean Food Platform Technology Service Total For the year ended December 31, 2022 Clean Food Platform T echnical Service Total Revenues $ 2,144,217 $ 8,834,354 - $ 10,978,571 Cost of goods sold 1,905,036 7,898,847 9,803,883 Gross profit 239,181 935,507 1,174,688 Depreciation and amortization 87,973 - 87,973 Capital expenditures 19,437 6,479 25,916 (Loss) Income from operations (3,543,160 ) (196,210 ) (3,739,370 ) Provision for income taxes 8,917 202,227 211,144 Segment loss (4,576,496 ) (6,643,355 ) (11,219,851 ) Segment assets $ 36,397,974 $ 1,455,387 - $ 37,853,361 Clean Food Platform Restaurant Others Total For the year ended December 31, 2021 Clean Food Platform Restaurant Others Total Revenues $ 12,145,531 $ 100,945 $ 11,975 $ 12,258,451 Cost of goods sold 9,343,635 74,949 22 9,418,606 Gross profit 2,801,896 25,996 11,953 2,839,845 Depreciation and amortization 237,366 124,215 26,738 388,319 Capital expenditures 49,772 2,912 28,513 81,197 Loss from operations (693,466 ) (259,274 ) (148,957 ) (1,101,697 ) Provision for income taxes - - - - Segment loss (712,163 ) (256,503 ) (148,920 ) (1,117,586 ) Segment assets $ 1,891,075 $ 123,940 $ 26,275,025 $ 28,290,040 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. SEGMENT REPORTING (CONTINUED) Clean Food Platform Restaurant Others Total For the year ended December 31, 2020 Clean Food Platform Restaurant Others Total Revenues $ 22,096,730 $ 28,590 $ - $ 22,125,320 Cost of goods sold 17,967,581 12 - 17,967,593 Gross profit 4,129,149 28,578 - 4,157,727 Depreciation and amortization 200,921 106,540 102 307,563 Capital expenditures 5,063 18,766 3,876 27,705 Loss from operations (1,841,174 ) (134,053 ) (262,093 ) (2,237,320 ) Provision for income taxes - - - - Segment loss (1,822,536 ) (133,433 ) (262,093 ) (2,218,062 ) Segment assets $ 10,853,114 $ 443,595 $ 26,166,168 $ 37,462,877 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 17. COMMITMENTS Non-cancellable operating leases The following table sets forth our contractual obligations as of December 31, 2022. SCHEDULE OF MATURITIES OF CONTRACTUAL OBLIGATIONS Payment due by December 31 Total 2023 2024 2025 2026 Operating lease commitments for property management expenses under lease agreements $ 83,876 $ 38,712 $ 38,712 $ 6,452 $ - Legal proceedings A labor dispute exists between the Company and Xiaogang Qin, who is the resigned employee of the Company. On February 25, 2022, Xiaogang Qin applied the labor dispute to the Shenzhen Bao’an District Labor and Personnel Dispute Arbitration Commission. According to the Civil Judgement issued by the Shenzhen Bao’an District Labor and Personnel Dispute Arbitration Commission on March 22, 2022, the Company was ordered to pay the mediation fee of RMB 273,340 39,631 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS On March 24, 2023, Wunong Shaanxi has stopped its business. These consolidated financial statements were approved by management and available for issuance on May 12, 2023. The Company has evaluated subsequent events through this date and concluded that there are no additional reportable subsequent events other than that disclosed in above. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | ● Basis of presentation and principles of consolidation These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The consolidated financial statements include the accounts of the Company, its subsidiaries, and the VIE. All intercompany balances and transactions between the Company, its subsidiaries and the VIE are eliminated upon consolidation. |
Consolidation of Variable Interest Entity | ● Consolidation of Variable Interest Entity A VIE is an entity that either has a total equity investment that is insufficient to finance its activities without additional subordinated financial support, or whose equity investments lack the characteristics of a controlling financial interest, such as through voting rights, and the right to receive the expected residual returns of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary of, and must consolidate, the VIE. Guo Gang Tong Trade (Shenzhen) Co., Ltd is deemed to have a controlling financial interest in and be the primary beneficiary of Meiwu Shenzhen because it has both of the following characteristics: (1) The power to direct activities at Meiwu Shenzhen that most significantly impact such entity’s economic performance, and (2) The right to receive benefits from Meiwu Shenzhen that could potentially be significant to such entity. Pursuant to the contractual arrangements with Meiwu Shenzhen, Meiwu Shenzhen pays service fees equal to all of its net profit after tax payments to WFOE. Such contractual arrangements are designed so that Meiwu Shenzhen operates for the benefit of Guo Gang Tong Trade (Shenzhen) Co. Ltd and ultimately, the Company. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Consolidation of Variable Interest Entity (continued) Accordingly, the accounts of the Meiwu Shenzhen and its subsidiaries are consolidated in our financial statements pursuant to ASC 810-10, Consolidation. In addition, their financial positions and results of operations are included in our financial statements. The carrying amount of this VIE’s assets and liabilities are as follows: SCHEDULE OF CONSOLIDATION OF VARIABLE INTEREST ENTITY December 31, December 31, 2022 2021 Current assets $ 702,484 $ 1,784,689 Property and equipment 180,072 279,518 Right of Use Lease Assets, net 227,603 19,833 Other non-current assets 115,186 - Total assets 1,225,345 2,084,040 Total current liabilities 6,127,461 3,680,183 Total non-current liabilities 362,885 1,254,807 2022 2021 2020 For the years ended December 31, 2022 2021 2020 Revenue $ 1,738,752 $ 12,258,451 $ 22,125,320 Cost of revenue 1,309,778 9,418,606 17,967,593 Operating expenses 2,667,254 3,923,748 6,141,443 Net loss (2,695,110 ) (1,099,792 ) (1,964,458 ) 2022 2021 2020 December 31, 2022 2021 2020 Net cash provided by (used in) operating activities $ 238,434 $ (8,500,703 ) $ 5,236,832 Net cash (used in) provided by investing activities - (81,197 ) 44,715 Net cash (used in) provided by financing activities (856,123 ) 1,826,612 809,078 Effect of changes of foreign exchange rate on cash 292,532 155,891 391,045 Net (decrease) increase in cash and cash equivalents (325,157 ) (6,599,397 ) 6,481,670 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Use of estimates | ● Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, valuation of inventory, and recoverability of carrying amount and the estimated useful lives of fixed assets, and implicit interest rate of operating leases. |
Business combinations | ● Business combinations The Company accounted for its business combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements. When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. |
Cash | ● Cash Cash consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. |
Accounts receivable | ● Accounts receivable Accounts receivable mainly represent amounts due from clients and are recorded net of allowance for doubtful accounts. The Company mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of historical bad debts, creditworthiness and financial conditions of the clients, current economic trends and changes in client payment patterns. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote. The allowance was $ 400,262 nil nil |
Inventories, net | ● Inventories, net The Company values its inventories at the lower of cost or net realizable value. The cost of inventories is calculated using the first in first out basis. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Any idle facility costs or excessive spoilage are recorded as current period charges. There was no inventory impairment for the years ended December 31, 2022, 2021 and 2020. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Advances to suppliers | ● Advances to suppliers Advances to suppliers represent prepayments made to certain suppliers of Clean Food. To ensure continuous high-quality supplies and favorable purchase prices of Clean Food, the Company is required from time to time to make cash advances when placing its purchase orders. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund the advance. As of December 31, 2022, 2021 and 2020, the allowances was $ 68,511 144,520 nil |
Plant and Equipment | ● Plant and Equipment Plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Depreciation is computed using the straight-line method over estimated useful lives listed below: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Estimated Useful Life Computers and accessories 3 Vehicle 5 Office Equipment 5 Leasehold improvement 5 When computers and accessories, vehicle, and office equipment are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred. Leasehold improvements are amortized using the straight-line method over the remaining lease term. Depreciation for equipment commences once it is placed in service and amortization of leasehold improvements commences once they are ready for our intended use. Construction in progress is related to office renovation that has not yet been completed for our intended use. Capitalization of the cost of renovation ceases and the construction in progress is transferred to leasehold improvement when substantially all the renovations are completed. Construction in progress is not depreciated until they are ready for our intended use. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Leased property under operating leases | ● Leased property under operating leases The Company early adopted ASU 2016-02, “Leases” on January 1st, 2017 and used modified retrospective method that requires application at the beginning of the earliest comparative year presented. The most significant impact upon adoption relates to the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s balance sheet for office space leases. Upon adoption, the Company recognized additional lease liabilities of $ 22,192 |
Goodwill | ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company has the opinion to assess qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit. over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted cash flow was determined using management’s estimates and assumptions. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill will be reassigned based on the relative fair value of each of the affected reporting units. As of December 31, 2022 and 2021, the Company recorded impairments for goodwill of $ 7,558,289 nil . |
Impairment of long-lived assets | ● Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition below are the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no indicators of impairments of these assets as of December 31, 2022 and 2021. |
Convertible notes | ● Convertible notes Convertible notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. |
Revenue recognition | ● Revenue recognition On January 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (FASB ASC Topic 606) using the modified retrospective approach. The results of applying Topic 606 using the modified retrospective approach were insignificant and did not have a material impact on the Company’s consolidated financial condition, results of operations, cash flows, business process, controls or systems. The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. All of the Company’s contracts have one single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The initial payments received from pre-ordering are recorded in the advance from customers on the balance sheets and will not be recognized as revenue until transfer of goods. Shipping and handling are activities to fulfill the Company’s promise to transfer goods to customers, which are included in the sale price of the goods. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Revenue recognition (continued) Revenue is recognized or realizable and earned when all five of the following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or as) the Entity Satisfies a Performance Obligation. The Company recognizes revenue based upon gross sales minus sales returns and sales incentives that the Company offers to its customers, such as discounts. Revenue is reported net of all value added taxes. The Company generally does not permit customers to return products and historically, customer returns have been immaterial. Revenue expected to be recognized in any future periods related to remaining performance obligations is recorded in advances from customers. As of December 31, 2022 and 2021, the balance of advances from customers was $ 747,093 1,153,717 The following table sets forth the breakdown of our net revenue for the years ended December 31, 2022, 2021 and 2020. SCHEDULE OF NET REVENUE For the years ended December 31 2022 2021 2020 Net % of total Net % of total Net % of total Product category revenue revenue revenue revenue revenue Revenue Grains, oil, and spices $ 473,481 4.3 % $ 3,103,217 25.3 % $ 8,642,315 39.1 % Beverages, alcohol and tea $ 300,799 2.6 % $ 1,808,015 14.7 % $ 2,295,324 10.4 % Other food $ 726,158 6.6 % $ 1,070,054 8.7 % $ 1,166,115 5.2 % Meat, poultry and eggs $ 269,880 2.6 % $ 5,355,829 43.7 % $ 7,227,876 32.7 % Fresh fruits and vegetables $ 311,594 2.8 % $ 597,828 4.9 % $ 1,397,838 6.3 % Groceries $ 43,980 0.4 % $ 169,501 1.4 % $ 1,264,330 5.8 % Dried seafood $ 18,326 0.2 % $ 41,088 0.3 % $ 102,932 0.4 % Technology Services $ 8,834,353 80.5 % $ 112,919 1.0 % $ 28,590 0.1 % Total $ 10,978,571 100 % $ 12,258,451 100 % $ 22,125,320 100 % On January 1, 2017, the Company also adopted ASU 2016-08 Principle versus Agent Considerations (Reporting Revenue Gross versus Net), which amended the principal-versus-agent implementation guidance and illustrations in ASU 2014-09 to clarify how the principal-versus-agent indicators should be evaluated to support an entity’s conclusion that it controls a specified good or service before it is transferred to a customer. Under the new revenue standards, when a third party is involved in providing goods or services to a customer, the entity must determine whether its performance obligation is to provide the good or service itself (i.e., the entity is a principal) or to arrange for another party to provide the good or service (i.e., the entity is an agent). An entity makes this determination by evaluating the nature of its promise to the customer. An entity is a principal (and, therefore, records revenue on a gross basis) if it controls the promised good or service before transferring it to the customer. An entity is an agent (and records as revenue the net amount it retains as a commission) if its only role is to arrange for another entity to provide the goods or services. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ● Revenue recognition (continued) Sales on website The Company operates an online platform to sell Clean Food to retail customers and recognizes revenue on a gross basis. The Company is a principal because it controls the promised good or service before transferring it to a customer. This control is determined by the following indicators 1) The Company is the primary obligor in the sales transaction and responsible for providing products and service. 2) The Company bears the inventory risk. The Company will first indemnify customers for product damages and then request reimbursements from suppliers if the suppliers are determined to be responsible for the damages. 3) The Company selects suppliers and runs the entire sales process. 4) The Company sets the product price and has control over the entire transaction. Sales offline In the second half of 2020, the Company started the offline sales which mainly focused on the non-retail customers. For the offline sales, the customers order goods from the Company according to their own needs, then the company will order the corresponding products from the suppliers. The Company’s offline sales have the following categories: grains, fruits, vegetables and meat. Revenue is confirmed upon receipt of the goods. Payment will be made by the customer after the invoice is issued. The Company is a principal because it controls the promised goods or services before transferring them to a customer. This control is determined by the following indicators 1) The Company is the primary obligor in the sales transaction and responsible for providing products and services. 2) The Company bears the inventory risk. The Company will first indemnify customers for product damage and then request reimbursement from suppliers if the suppliers are determined to be responsible for the damage. 3) The Company selects suppliers and runs the entire sales process. 4) The Company sets the product price and has control over the entire transaction. Service revenue The Company generate substantially all of the Company’s services revenue from the following service: (1) Communication Platform-as-a-Service (“CPaaS”) which allows customers to send text messages using the Company’s cloud-based platform through the new acquired subsidiary Mahao; The Company account for revenue from customers’ usage of text message on the Company’s CPaaS platform as a separate performance obligation. The Company’s service fees are determined by applying the contractual unit price to the monthly usage volume of text messages sent and a contractual monthly fixed charge per subscriber multiplied by the number of subscribers recorded by the Company’s CPaaS platform where relevant. The cloud-based services to send text messages are sold separately to customers with observable standalone selling prices. In accordance with ASC 606, the Company recognize revenue upon the transfer of control of promised services provided to the Company’s customers, in the amount of consideration the Company expect to receive for those services (excluding sales taxes collected on behalf of government authorities). The Company’s revenue contracts generally do not include a right of return in relation to the delivered products or services. (2) Providing technical solutions to customers: The Company generates revenue from providing technical and maintenance services under separate contracts to customers as a principal. The terms of pricing stipulated in the contracts are fixed. One performance obligation is identified in the contracts with customers. Revenue is recognized upon the transfer of control of promised services provided to the Company’s customers, in the amount of consideration the Company expect to receive for those services (excluding sales taxes collected on behalf of government authorities). The Company’s revenue contracts generally do not include a right of return in relation to the delivered products or services. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year which need to be recognized as assets. |
Cost of revenues | ● Cost of revenues The shipping and handling costs as well as the cost of purchased Clean Food products listed for sale on the Company’s platform are included as part of cost of goods sold. The Company expenses shipping and handling costs in conjunction with sale of its products as incurred. |
Sales and marketing expense | ● Sales and marketing expense Advertising, sales and marketing costs consist primarily of costs for the promotion of business brand and product marketing. The Company expensed all marketing and advertising costs as incurred. |
Research and development expense | ● Research and development expense Research and development expenditures include salaries, wages and other costs of personnel engaged in research and development. Costs of services performed by others for research and development on the Company’s behalf are expensed when incurred. The Company’s research and development expense primarily includes software development and testing. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Income taxes | ● Income taxes The Company is subject to the income tax laws of the PRC. No taxable income was generated outside the PRC for the years ended December 31, 2022, 2021 and 2020. The Company accounts for income taxes in accordance with ASC740, “Income Taxes”. The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carryback periods, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and the Company’s experience with similar operations. Existing favorable contracts and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitation has expired or the appropriate taxing authority has completed their examination even though the statute of limitations remains open. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized. There were no material uncertain tax positions as of December 31, 2022 and 2021. All tax returns since the Company’s inception are subject to examination by tax authorities. |
Value added taxes (“VAT”) | ● Value added taxes (“VAT”) Sales represents the invoiced value of goods, net of VAT. The VAT is based on gross sales price and VAT rates, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on inventory acquired. The Company recorded a VAT payable net of payments in the accompanying financial statements. All of the VAT returns of the Company have been and remain subject to examination by the tax authorities for five years from the date of filing. Before April 30, 2019, the Company’s product sales revenues were subject to VAT at a reduced rate of 3% and subject to surcharges at a reduced surcharge rate of 6% of the VAT payable since the company is qualified as a small-scale enterprise the Company is no longer qualified as a small-scale enterprise. The Company’s grains, oil, and spices products are subject to 9% VAT and the other products are subject to 13% VAT. All the Company’s products are subject to tax surcharges at 12% of the VAT payable MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Foreign currency transactions and translations | ● Foreign currency transactions and translations An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company is the Renminbi (“RMB’), and PRC is the primary economic environment in which the Company operates. The reporting currency of these combined financial statements is the United States dollar (“US Dollars” or “$”). For financial reporting purposes, the financial statements of the Company, which are prepared using the RMB, are translated into the Company’s reporting currency, the United States Dollar. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates when capital transaction occurred. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net loss of the consolidated financial statements for the respective periods. The exchange rates used for foreign currency translation were as follows (US Dollars $1 = RMB): SCHEDULE OF FOREIGN CURRENCY TRANSLATION EXCHANGE RATES Year End Average 12/31/2022 6.8972 6.7290 12/31/2021 6.3757 6.4508 12/31/2020 6.5250 6.9042 No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. |
Comprehensive loss | ● Comprehensive loss Comprehensive loss is defined as the change in equity of the Company during a period from transactions and other events and circumstances excluding those resulting from investments by and distributions to shareholders. Accumulated other comprehensive income (loss), as presented on the accompanying consolidated balance sheets, only consists of cumulative foreign currency translation adjustment. MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Fair value of financial instruments | ● Fair value of financial instruments The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: ● Level 1 ● Level 2: ● Level 3 The carrying amounts reported in the balance sheets for cash, accounts receivable, loan receivable, advances to suppliers, other current assets, accounts payable, advance from customers, tax payable, other payables and accrued liabilities approximate their fair value based on the short-term maturity of these instruments. |
Concentration risk | ● Concentration risk A majority of the Company’s transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. Under PRC regulations, each bank account is insured by People’s bank of China with the maximum amount of RMB 500,000 78,423 23,716,768 26,634,332 For the years ended December 31, 2022, 2021 and 2020, most of the Company’s assets were located in the PRC and all of the Company’s revenues were derived from the PRC. For the year ended December 31, 2022, four major suppliers accounted for approximately 22.3 19.5 15.9 11.4 8.3 9.7 29.4 28.7 14.4 33.1 20.7 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Impact of Covid-19 | ● Impact of Covid-19 In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in the U.S. and international markets. For the year ended December 31, 2021, the Company’s sales decreased by 45% compared to sales of last year, since the epidemic spread and the transportation was obstructed in some cities. It caused the supply of food products became more difficulty. However, the restaurant business was adversely affected due to the temporary lockdown. As government officials started to ease the restrictive measures, the impact of COVID-19 on labor workforce, availability of products and supplies used in operations are immaterial. |
Recent accounting pronouncements | ● Recent accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Group is currently evaluating the impact of the new guidance on the consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after 15 December 2023, including interim periods within those fiscal years. Early adoption is permitted. The Group does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF SUBSIDIARIES AND ASSOCIATES | As of December 31, 2022, details of the subsidiaries of the Company are set out below: SCHEDULE OF SUBSIDIARIES AND ASSOCIATES Name of Entity Date of Incorporation Place of Incorporation % of Ownership Principal Activities Meiwu Technology Company Limited (“Meiwu” or the “Company”, formerly known as Wunong Net Technology Company Limited) December 4, 2018 British Virgin Islands Parent Holding Company Shenzhen Vande Technology Co., Limited (“Vande”) April 6, 2017 Hong Kong 100 Holding Company Magnum International Holdings Limited (“Yundian BVI”) July 30, 2021 British Virgin Islands 100 Holding Company Mahaotiaodong Information Technology Company Limited (“Mahao BVI”) December 29, 2021 British Virgin Islands 100 Holding Company Xinfuxin International Holdings Limited (“Yuanxing BVI”) June 27, 2018 British Virgin Islands 100 Holding Company Guo Gang Tong Trade (Shenzhen) Co., Ltd (“WFOE”) December 28, 2018 Shenzhen, China 100 Holding Company Yun Tent Technology Company Limited (“YunTent”) August 10, 2021 Hong Kong 100% owned by Yundian BVI Holding Company DELIMOND Limited (“DELIMOND”) January 3, 2019 Hong Kong 100% owned by Mahao BVI Holding Company MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS BACKGROUND (CONTINUED) Name of Entity Date of Incorporation Place of Incorporation % of Ownership Principal Activities Antai Medical Limited (“Antai”) January 20, 2017 Hong Kong 100% owned by Yuanxing BVI Holding Company Dalian Yundian Zhiteng Technology Company Limited (“Yundian”) April 8, 2020 Dalian, China 100% owned by YunTent Technology service Mahaotiaodong (Xiamen) Technology Company Limited (“Mahao”) May 21, 2020 Xiamen, China 100% owned by DELIMOND Short messages service Hunan Yuanxing Chanrong Technology Co., Ltd (“Yuanxing”) April 25, 2019 Chenzhou, China 100% owned by Antai Technology service, fruits and frozen products sales Meiwu Zhishi Technology (Shenzhen) Co., Ltd (“Meiwu Shenzhen”, formerly known as Wunong Technology (Shenzhen) Co., Ltd) June 16, 2015 Shenzhen, China VIE An electronic online platform designed to provide primarily Clean Food to customers in China Meiwu Catering Chain Management (Shenzhen) Co., Ltd (“Meiwu Catering”, formerly known as Wunong Catering Chain Management (Shenzhen) Co., Ltd) November 27, 2018 Shenzhen, China 100% owned by Meiwu Shenzhen Restaurant service, food sales Wude Agricultural Technology (Shanghai) Co., Ltd (“Wude Shanghai”) September 29, 2020 Shanghai, China 51% owned by Meiwu Shenzhen Food selling, agricultural products purchase and wholesale Wunong Technology (Shaanxi) Co., Ltd (“Wunong Shaanxi”) December 10, 2020 Shaanxi, China 100% owned by Meiwu Shenzhen Food selling, agricultural products purchase and wholesale Heme Brand Chain Management (Shenzhen) Co., Ltd. (“Heme Shenzhen”) May 12, 2022 Shenzhen, China 100% owned by Meiwu Shenzhen Drink sales Heme Catering Management (Shenzhen) Co., Ltd (“Heme Catering”) July 22, 2022 Shenzhen, China 100% owned by Heme Shenzhen Drink sales |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONSOLIDATION OF VARIABLE INTEREST ENTITY | SCHEDULE OF CONSOLIDATION OF VARIABLE INTEREST ENTITY December 31, December 31, 2022 2021 Current assets $ 702,484 $ 1,784,689 Property and equipment 180,072 279,518 Right of Use Lease Assets, net 227,603 19,833 Other non-current assets 115,186 - Total assets 1,225,345 2,084,040 Total current liabilities 6,127,461 3,680,183 Total non-current liabilities 362,885 1,254,807 2022 2021 2020 For the years ended December 31, 2022 2021 2020 Revenue $ 1,738,752 $ 12,258,451 $ 22,125,320 Cost of revenue 1,309,778 9,418,606 17,967,593 Operating expenses 2,667,254 3,923,748 6,141,443 Net loss (2,695,110 ) (1,099,792 ) (1,964,458 ) 2022 2021 2020 December 31, 2022 2021 2020 Net cash provided by (used in) operating activities $ 238,434 $ (8,500,703 ) $ 5,236,832 Net cash (used in) provided by investing activities - (81,197 ) 44,715 Net cash (used in) provided by financing activities (856,123 ) 1,826,612 809,078 Effect of changes of foreign exchange rate on cash 292,532 155,891 391,045 Net (decrease) increase in cash and cash equivalents (325,157 ) (6,599,397 ) 6,481,670 |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Estimated Useful Life Computers and accessories 3 Vehicle 5 Office Equipment 5 Leasehold improvement 5 |
SCHEDULE OF NET REVENUE | The following table sets forth the breakdown of our net revenue for the years ended December 31, 2022, 2021 and 2020. SCHEDULE OF NET REVENUE For the years ended December 31 2022 2021 2020 Net % of total Net % of total Net % of total Product category revenue revenue revenue revenue revenue Revenue Grains, oil, and spices $ 473,481 4.3 % $ 3,103,217 25.3 % $ 8,642,315 39.1 % Beverages, alcohol and tea $ 300,799 2.6 % $ 1,808,015 14.7 % $ 2,295,324 10.4 % Other food $ 726,158 6.6 % $ 1,070,054 8.7 % $ 1,166,115 5.2 % Meat, poultry and eggs $ 269,880 2.6 % $ 5,355,829 43.7 % $ 7,227,876 32.7 % Fresh fruits and vegetables $ 311,594 2.8 % $ 597,828 4.9 % $ 1,397,838 6.3 % Groceries $ 43,980 0.4 % $ 169,501 1.4 % $ 1,264,330 5.8 % Dried seafood $ 18,326 0.2 % $ 41,088 0.3 % $ 102,932 0.4 % Technology Services $ 8,834,353 80.5 % $ 112,919 1.0 % $ 28,590 0.1 % Total $ 10,978,571 100 % $ 12,258,451 100 % $ 22,125,320 100 % |
SCHEDULE OF FOREIGN CURRENCY TRANSLATION EXCHANGE RATES | The exchange rates used for foreign currency translation were as follows (US Dollars $1 = RMB): SCHEDULE OF FOREIGN CURRENCY TRANSLATION EXCHANGE RATES Year End Average 12/31/2022 6.8972 6.7290 12/31/2021 6.3757 6.4508 12/31/2020 6.5250 6.9042 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Yundian [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES | The following summarizes the identified assets acquired and liabilities assumed pursuant to the acquisition of Yundian as of April 19, 2022: SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Items Amount Assets Cash and cash equivalents $ 4,402 Other current assets 36,575 Accounts receivable Property and equipment, net Other non-current assets Advances to suppliers, net Goodwill 6,596,636 Liabilities Accounts payable (141 ) Advance from customer Accrued expenses and other current liabilities (265,472 ) Total net assets $ 6,372,000 |
Mahao [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES | The following summarizes the identified assets acquired and liabilities assumed pursuant to the acquisition of Yundian as of June 23, 2022: SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Items Amount Assets Cash and cash equivalents $ 21 Accounts receivable 613,198 Advances to suppliers, net 4,343,744 Other current assets 78,073 Goodwill 5,956,203 Liabilities Accounts payable (440,392 ) Advance from customer (4,410,090 ) Accrued expenses and other current liabilities (20,757 ) Total net assets $ 6,120,000 |
Yuanxing [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES | The following summarizes the identified assets acquired and liabilities assumed pursuant to the acquisition of Yuanxing as of December 23, 2022: SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Items Amount Assets Cash and cash equivalents $ 12,484 Accounts receivable 767,120 Advances to suppliers, net 216,927 Other current assets 231,687 Property and equipment, net 3,329 Other non-current assets 17,631 Goodwill 1,744,366 Liabilities Accounts payable (203,901 ) Advance from customer (21,487 ) Accrued expenses and other current liabilities (128,156 ) Total net assets $ 2,640,000 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | The other current assets as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF OTHER CURRENT ASSETS December 31, December 31, 2022 2021 Staff advance $ 268,446 110,747 Deposit 65,659 33,713 VAT recoverable 18,861 61,697 Receivable for disposal 28,997 31,369 Others 4,991 21,644 Total of other current assets $ 386,954 259,170 |
PLANT AND EQUIPMENT (Tables)
PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Plant and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 2021 Computer and accessories $ 63,289 $ 68,466 Office Equipment 202,487 45,206 Vehicle 26,110 28,246 Leasehold improvement 234,744 416,071 Less: accumulated depreciation (343,244 ) (278,471 ) Plant and equipment, net $ 183,386 $ 279,518 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL Balance as of December 31, 2021 $ - Addition 14,297,205 Impairment loss (6,596,636 ) Balance as of December 31, 2022 $ 7,700,569 |
BANK LOANS (Tables)
BANK LOANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF BANK LOANS | Bank loans represent the amounts due to various banks that are due within and over one year. As of December 31, 2022 and 2021, bank loans consisted of the following: SCHEDULE OF BANK LOANS December 31, December 31, Short-term bank loans: Loan from Bank of Jiangsu (1) $ 43,496 $ 47,054 Loan from China Construction Bank (3) 288,813 $ - Short-term bank loans 332,309 47,054 Long-term bank loan: Loan from Shenzhen Qianhai Weizhong Bank (2) 218,722 414,072 Long-term bank loan $ 551,031 $ 461,126 (1) On July 7, 2021, Meiwu Shenzhen entered into a loan agreement with Bank of Jiangsu to borrow $ 47,054 July 7, 2022 7.1775 43,496 July 30, 2023 7.134 (2) On September 16, 2021, Meiwu Shenzhen entered into a loan agreement with Shenzhen Qianhai Weizhong Bank to borrow $ 414,072 September 16, 2023 8.46 (3) On January 6, 2022, Meiwu Shenzhen entered into a loan agreement with China Construction Bank to borrow $ 217,045 January 6, 2023 4.0525 71,768 October 14, 2023 3.90 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE | The accounts payable as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE December 31, December 31, 2022 2021 Accounts payable to suppliers $ 1,614,871 1,659,501 Accounts payable for technical service 3,375,776 - Total of other current assets $ 4,990,647 1,659,501 |
RIGHTS-OF-USE LEASE ASSETS, N_2
RIGHTS-OF-USE LEASE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Rights-of-use Lease Assets Net | |
SCHEDULE OF RIGHTS-TO-USE LEASE ASSETS | Rights-of-use lease assets, net consisted of the following: SCHEDULE OF RIGHTS-TO-USE LEASE ASSETS December 31, December 31, 2022 2021 Leased properties under operating lease $ 337,084 37,270 Less: accumulated amortization (109,481 ) (17,437 ) Right-to-use asset, net $ 227,603 19,833 |
SCHEDULE OF FUTURE LEASE COMMITMENTS | SCHEDULE OF FUTURE LEASE COMMITMENTS Future lease commitments 2023 $ 117,017 2024 127,066 2025 21,342 Total Lease Payments $ 265,425 Less: imputed interest $ (13,795 ) Present value of lease liabilities $ 251,630 Lease liabilities - Current $ 107,467 Lease liabilities – Non current 144,163 |
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES | The estimated amortization expenses for each of the five succeeding years is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES Year ending December 31, Amortization expense 2023 105,048 2024 105,048 2025 17,507 Total $ 227,603 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS (1) Related parties with transactions and related party relationships Name of Related Party Relationship to the Company Hanwu Yang Shareholder of the Company Changbin Xia Shareholder of the Company Eternal Horizon International Company Limited As a shareholder of the Company before December 15, 2020 Yanping Guo Legal representative of Vande Mishan City Shenmi Dazhong Management Consulting Partnership (“ShenMi DaZhong”) Shareholder of the Company Haiyan Qin, Hui Wang and other 11 individuals Shareholders of ShenMi DaZhong Shan’xi Nongbei New Agriculture Technology Co.,Ltd and other 8 companies Associated with shareholders of ShenMi DaZhong |
SCHEDULE OF DUE TO RELATED PARTIES | SCHEDULE OF DUE TO RELATED PARTIES (2) Due to related parties December 31, 2022 December 31, 2021 Eternal Horizon International Company Limited (1) $ 2,323,475 $ 4,999,550 Changbin Xia (2) 1,337,164 1,415,492 Peijiang Chen (2) - 27,448 Yanping Guo - 239 Other 19,078 - Total $ 3,679,717 $ 6,442,729 (1) During IPO, the underwriters purchased 999,910 4,999,550 he Company paid $2.6 million to the underwriters for the year ended December 31, 2022. (2) The Company borrowed loans as working capital from two shareholders Hanwu Yang and Changbin Xia as well as the legal representative of Vande, and Peijiang Chen as well as the director of Meiwu Shenzhen. The balance due to related parties is interest-free and due on demand. |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes | |
SCHEDULE OF CONVERTIBLE NOTES | SCHEDULE OF CONVERTIBLE NOTES December 31, 2022 December 31, 2021 Convertible notes-principal $ 5,500,000 $ - Convertible notes-discount (316,060 ) - Convertible notes-interest 366,667 - Total $ 5,550,607 $ - Convertible notes $ 5,550,607 $ - |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE | Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended December 31, SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE 2022 2021 2020 PRC statutory tax rate 25 % 25 % 25 % Net impact of exemption and favorable tax rate rendered by local tax authorities - % Foreign loss not recognized in PRC 2 % - % 3 % Permanent difference and others (4 )% (1 )% (6 )% Change in valuation allowance (23 )% (25 )% (22 )% Effective tax rate - - - |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred tax assets were as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Tax effect of net operating losses carried forward 3,968,729 1,411,062 Valuation allowance (3,968,729 ) (1,411,062 ) Deferred tax assets, net $ - $ - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING | SCHEDULE OF SEGMENT REPORTING Clean Food Platform Technology Service Total For the year ended December 31, 2022 Clean Food Platform T echnical Service Total Revenues $ 2,144,217 $ 8,834,354 - $ 10,978,571 Cost of goods sold 1,905,036 7,898,847 9,803,883 Gross profit 239,181 935,507 1,174,688 Depreciation and amortization 87,973 - 87,973 Capital expenditures 19,437 6,479 25,916 (Loss) Income from operations (3,543,160 ) (196,210 ) (3,739,370 ) Provision for income taxes 8,917 202,227 211,144 Segment loss (4,576,496 ) (6,643,355 ) (11,219,851 ) Segment assets $ 36,397,974 $ 1,455,387 - $ 37,853,361 Clean Food Platform Restaurant Others Total For the year ended December 31, 2021 Clean Food Platform Restaurant Others Total Revenues $ 12,145,531 $ 100,945 $ 11,975 $ 12,258,451 Cost of goods sold 9,343,635 74,949 22 9,418,606 Gross profit 2,801,896 25,996 11,953 2,839,845 Depreciation and amortization 237,366 124,215 26,738 388,319 Capital expenditures 49,772 2,912 28,513 81,197 Loss from operations (693,466 ) (259,274 ) (148,957 ) (1,101,697 ) Provision for income taxes - - - - Segment loss (712,163 ) (256,503 ) (148,920 ) (1,117,586 ) Segment assets $ 1,891,075 $ 123,940 $ 26,275,025 $ 28,290,040 MEIWU TECHNOLOGY COMPANY LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. SEGMENT REPORTING (CONTINUED) Clean Food Platform Restaurant Others Total For the year ended December 31, 2020 Clean Food Platform Restaurant Others Total Revenues $ 22,096,730 $ 28,590 $ - $ 22,125,320 Cost of goods sold 17,967,581 12 - 17,967,593 Gross profit 4,129,149 28,578 - 4,157,727 Depreciation and amortization 200,921 106,540 102 307,563 Capital expenditures 5,063 18,766 3,876 27,705 Loss from operations (1,841,174 ) (134,053 ) (262,093 ) (2,237,320 ) Provision for income taxes - - - - Segment loss (1,822,536 ) (133,433 ) (262,093 ) (2,218,062 ) Segment assets $ 10,853,114 $ 443,595 $ 26,166,168 $ 37,462,877 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF CONTRACTUAL OBLIGATIONS | The following table sets forth our contractual obligations as of December 31, 2022. SCHEDULE OF MATURITIES OF CONTRACTUAL OBLIGATIONS Payment due by December 31 Total 2023 2024 2025 2026 Operating lease commitments for property management expenses under lease agreements $ 83,876 $ 38,712 $ 38,712 $ 6,452 $ - |
SCHEDULE OF SUBSIDIARIES AND AS
SCHEDULE OF SUBSIDIARIES AND ASSOCIATES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Wunong Net Technology Company Limited [Member] | |
Date of Incorporation | December 4, 2018 |
Place of Incorporation | British Virgin Islands |
% of Ownership description | Parent |
Principal Activities | Holding Company |
Shenzhen Vande Technology Co., Limited [Member] | |
Date of Incorporation | April 6, 2017 |
Place of Incorporation | Hong Kong |
% of Ownership description | 100 |
Principal Activities | Holding Company |
Magnum International Holdings Limited [Member] | |
Date of Incorporation | July 30, 2021 |
Place of Incorporation | British Virgin Islands |
% of Ownership description | 100 |
Principal Activities | Holding Company |
Mahaotiaodong Information Technology Company Limited [Member] | |
Date of Incorporation | December 29, 2021 |
Place of Incorporation | British Virgin Islands |
% of Ownership description | 100 |
Principal Activities | Holding Company |
Xinfuxin International Holdings Limited [Member] | |
Date of Incorporation | June 27, 2018 |
Place of Incorporation | British Virgin Islands |
% of Ownership description | 100 |
Principal Activities | Holding Company |
Guo Gang Tong Trade (Shenzhen) Co., Ltd [Member] | |
Date of Incorporation | December 28, 2018 |
Place of Incorporation | Shenzhen, China |
% of Ownership description | 100 |
Principal Activities | Holding Company |
Yun Tent Technology Company Limited [Member] | |
Date of Incorporation | August 10, 2021 |
Place of Incorporation | Hong Kong |
% of Ownership description | 100% owned by Yundian BVI |
Principal Activities | Holding Company |
DELIMOND Limited [Member] | |
Date of Incorporation | January 3, 2019 |
Place of Incorporation | Hong Kong |
% of Ownership description | 100% owned by Mahao BVI |
Principal Activities | Holding Company |
Antai Medical Limited [Member] | |
Date of Incorporation | January 20, 2017 |
Place of Incorporation | Hong Kong |
% of Ownership description | 100% owned by Yuanxing BVI |
Principal Activities | Holding Company |
Dalian Yundian Zhiteng Technology Company Limited [Member] | |
Date of Incorporation | April 8, 2020 |
Place of Incorporation | Dalian, China |
% of Ownership description | 100% owned by YunTent |
Principal Activities | Technology service |
Mahaotiaodong Technology Company Limited [Member] | |
Date of Incorporation | May 21, 2020 |
Place of Incorporation | Xiamen, China |
% of Ownership description | 100% owned by DELIMOND |
Principal Activities | Short messages service |
Hunan Yuanxing Chanrong Technology Co Ltd [Member] | |
Date of Incorporation | April 25, 2019 |
Place of Incorporation | Chenzhou, China |
% of Ownership description | 100% owned by Antai |
Principal Activities | Technology service, fruits and frozen products sales |
Meiwu Zhishi Technology [Member] | |
Date of Incorporation | June 16, 2015 |
Place of Incorporation | Shenzhen, China |
% of Ownership description | VIE |
Principal Activities | An electronic online platform designed to provide primarily Clean Food to customers in China |
Wunong Catering Chain Management (Shenzhen) Co., Ltd [Member] | |
Date of Incorporation | November 27, 2018 |
Place of Incorporation | Shenzhen, China |
% of Ownership description | 100% owned by Meiwu Shenzhen |
Principal Activities | Restaurant service, food sales |
Wude Agricultural Technology Shanghai Co Ltd [Member] | |
Date of Incorporation | September 29, 2020 |
Place of Incorporation | Shanghai, China |
% of Ownership description | 51% owned by Meiwu Shenzhen |
Principal Activities | Food selling, agricultural products purchase and wholesale |
Wunong Technology (Shaanxi) Co., Ltd [Member] | |
Date of Incorporation | December 10, 2020 |
Place of Incorporation | Shaanxi, China |
% of Ownership description | 100% owned by Meiwu Shenzhen |
Principal Activities | Food selling, agricultural products purchase and wholesale |
Heme Brand Chain Management Co Ltd [Member] | |
Date of Incorporation | May 12, 2022 |
Place of Incorporation | Shenzhen, China |
% of Ownership description | 100% owned by Meiwu Shenzhen |
Principal Activities | Drink sales |
Heme Catering Management Co Ltd [Member] | |
Date of Incorporation | July 22, 2022 |
Place of Incorporation | Shenzhen, China |
% of Ownership description | 100% owned by Heme Shenzhen |
Principal Activities | Drink sales |
ORGANIZATION AND BUSINESS BAC_3
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) | 12 Months Ended | ||||||||||||||||||||||||||||||
Dec. 12, 2022 USD ($) $ / shares shares | Jun. 23, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 28, 2021 USD ($) | Dec. 28, 2021 CNY (¥) | Apr. 29, 2021 USD ($) | Apr. 29, 2021 CNY (¥) | Dec. 17, 2020 USD ($) $ / shares shares | Nov. 15, 2019 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) shares | Jul. 22, 2022 USD ($) | Jul. 22, 2022 CNY (¥) | May 12, 2022 USD ($) | May 12, 2022 CNY (¥) | Jan. 28, 2021 | Dec. 15, 2020 | Dec. 14, 2020 | Dec. 11, 2020 | Dec. 10, 2020 USD ($) | Dec. 10, 2020 CNY (¥) | Nov. 04, 2020 USD ($) | Nov. 04, 2020 CNY (¥) | Oct. 20, 2020 USD ($) | Oct. 20, 2020 CNY (¥) | Sep. 29, 2020 USD ($) | Sep. 29, 2020 CNY (¥) | Dec. 28, 2018 CNY (¥) | Dec. 04, 2018 $ / shares | Jun. 16, 2015 CNY (¥) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | ¥ | ¥ 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued | shares | 16,666 | ||||||||||||||||||||||||||||||
Share issued price per share | $ / shares | $ 1 | ||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 21,500,450 | ||||||||||||||||||||||||||||||
Total consideration | $ 16,666 | $ 20,810,388 | |||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0 | $ 0 | $ 1 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | shares | 5,000,000 | ||||||||||||||||||||||||||||||
Total consideration | |||||||||||||||||||||||||||||||
Baode Supply Chain (Shenzhen) Co., Ltd [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Total consideration | ¥ | ¥ 200,000 | ||||||||||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | shares | 5,000,000 | ||||||||||||||||||||||||||||||
Share issued price per share | $ / shares | $ 5 | ||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 25,000,000 | ||||||||||||||||||||||||||||||
Underwriters [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 29,999,550 | ||||||||||||||||||||||||||||||
Purchase of ordinary shares | shares | 999,910 | ||||||||||||||||||||||||||||||
Purchase value of ordinary shares | $ 4,999,550 | ||||||||||||||||||||||||||||||
Wunong Shenzhen [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 51% | 51% | |||||||||||||||||||||||||||||
Liu [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 25% | 25% | |||||||||||||||||||||||||||||
Huang [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 24% | 24% | |||||||||||||||||||||||||||||
Ze Yu [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 100% | ||||||||||||||||||||||||||||||
Haiyan Qin [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 100% | ||||||||||||||||||||||||||||||
Baode Supply Chain (Shenzhen) Co., Ltd [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 30% | 30% | |||||||||||||||||||||||||||||
Baode Supply Chain (Shenzhen) Co., Ltd [Member] | Mr. Shiliang Ma [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 51% | 51% | |||||||||||||||||||||||||||||
Meiwu Shenzhen [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 51% | 51% | |||||||||||||||||||||||||||||
Heme Consulting [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 49% | 49% | |||||||||||||||||||||||||||||
Equity Transfer Agreement [Member] | Wunong Shenzhen [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 51% | ||||||||||||||||||||||||||||||
Equity Transfer Agreement [Member] | Wunong Technology Shenzhen Co Ltd [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 51% | 51% | 51% | 51% | |||||||||||||||||||||||||||
Equity Transfer Agreement [Member] | Shiliang Ma [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 30% | 30% | |||||||||||||||||||||||||||||
Equity Transfer Agreement [Member] | Yongqiang He [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 19% | 19% | |||||||||||||||||||||||||||||
Equity Transfer Agreement [Member] | Yafang Liu [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 100% | ||||||||||||||||||||||||||||||
Wunong Technology Shenzhen Co Ltd [Member] | Contractual Agreement [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | ¥ | ¥ 5,000,000 | ||||||||||||||||||||||||||||||
Wunong Technology Shenzhen Co Ltd [Member] | Equity Transfer Agreement [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | $ 781,466 | ¥ 5,000,000 | |||||||||||||||||||||||||||||
Wude Agricultural Technology Shanghai Co Ltd [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | $ 3,100,000 | ¥ 20,000,000 | |||||||||||||||||||||||||||||
Baode Supply Chain (Shenzhen) Co., Ltd [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Total consideration | $ 31,405 | ||||||||||||||||||||||||||||||
Baode Supply Chain (Shenzhen) Co., Ltd [Member] | Equity Transfer Agreement [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Increased in capital | $ 4,600,000 | ¥ 30,000,000 | |||||||||||||||||||||||||||||
Wunong Technology (Liaoning) Co., Ltd [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | $ 1,400,000 | ¥ 8,880,000 | |||||||||||||||||||||||||||||
Wunong Technology (Shaanxi) Co., Ltd [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | $ 1,300,000 | ¥ 8,800,000 | |||||||||||||||||||||||||||||
Yundian BVI [Member] | Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | shares | 9,000,000 | ||||||||||||||||||||||||||||||
Total consideration | $ 8,100,000 | ||||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.9 | ||||||||||||||||||||||||||||||
Heme Shenzhen [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | $ 1,500,000 | ¥ 10,000,000 | |||||||||||||||||||||||||||||
Mahao BVI [Member] | Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | shares | 10,000,000 | ||||||||||||||||||||||||||||||
Total consideration | $ 6,000,000 | ||||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.6 | ||||||||||||||||||||||||||||||
Heme Catering [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Capital | $ 1,500,000 | ¥ 10,000,000 | |||||||||||||||||||||||||||||
Yuanxing BVI [Member] | Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | shares | 12,000,000 | ||||||||||||||||||||||||||||||
Total consideration | $ 9,600,000 | ||||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.8 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 12 Months Ended | |||
Apr. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cash | $ 23,716,768 | $ 26,634,332 | ||
Profit loss | 11,219,851 | 1,117,586 | $ 2,218,062 | |
Working capital | 21,500,000 | 24,200,000 | ||
Shareholders equity | 20,208,341 | 17,630,118 | ||
Short term loan | 332,309 | $ 47,054 | ||
China Construction Bank [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Short term loan | 217,045 | |||
Jiangsu Bank [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Short term loan | 43,496 | |||
Major Shareholders [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shareholders equity | $ 868,029 | |||
Securities Purchase Agreement [Member] | Five Accredited Investors [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Convertible note original principal amount | $ 1,100,000 | |||
Number of warrants to purchase ordinary shares | 1,600,000 | |||
Gross proceeds from issuance of warrants | $ 5,000,000 |
SCHEDULE OF CONSOLIDATION OF VA
SCHEDULE OF CONSOLIDATION OF VARIABLE INTEREST ENTITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | $ 29,874,190 | $ 27,990,689 | |
Property and equipment | 183,386 | 279,518 | |
Right of Use Lease Assets, net | 227,603 | 19,833 | |
Total assets | 37,995,641 | 28,290,040 | |
Total current liabilities | 8,346,217 | 3,807,412 | |
Total non-current liabilities | 9,593,209 | 6,856,801 | |
Revenue | 10,978,571 | 12,258,451 | $ 22,125,320 |
Cost of revenue | 9,803,883 | 9,418,606 | 17,967,593 |
Operating expenses | 4,914,058 | 3,941,542 | 6,395,047 |
Net loss | (11,219,851) | (1,117,586) | (2,218,062) |
Net cash provided by (used in) operating activities | (5,522,340) | (8,691,506) | 4,851,744 |
Net cash (used in) provided by investing activities | (25,916) | 26,418,803 | (26,455,285) |
Net cash (used in) provided by financing activities | 2,877,500 | 1,113,279 | 27,672,026 |
Effect of changes of foreign exchange rate on cash | (246,808) | 765,792 | 413,155 |
Net (decrease) increase in cash and cash equivalents | (2,917,564) | 19,606,368 | 6,481,670 |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Current assets | 702,484 | 1,784,689 | |
Property and equipment | 180,072 | 279,518 | |
Right of Use Lease Assets, net | 227,603 | 19,833 | |
Other non-current assets | 115,186 | ||
Total assets | 1,225,345 | 2,084,040 | |
Total current liabilities | 6,127,461 | 3,680,183 | |
Total non-current liabilities | 362,885 | 1,254,807 | |
Revenue | 1,738,752 | 12,258,451 | 22,125,320 |
Cost of revenue | 1,309,778 | 9,418,606 | 17,967,593 |
Operating expenses | 2,667,254 | 3,923,748 | 6,141,443 |
Net loss | (2,695,110) | (1,099,792) | (1,964,458) |
Net cash provided by (used in) operating activities | 238,434 | (8,500,703) | 5,236,832 |
Net cash (used in) provided by investing activities | (81,197) | 44,715 | |
Net cash (used in) provided by financing activities | (856,123) | 1,826,612 | 809,078 |
Effect of changes of foreign exchange rate on cash | 292,532 | 155,891 | 391,045 |
Net (decrease) increase in cash and cash equivalents | $ (325,157) | $ (6,599,397) | $ 6,481,670 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2022 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
SCHEDULE OF NET REVENUE (Detail
SCHEDULE OF NET REVENUE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Total net revenue | $ 10,978,571 | $ 12,258,451 | $ 22,125,320 |
Total net revenue percentage | 100% | 100% | 100% |
Grains, Oil, and Spices [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 473,481 | $ 3,103,217 | $ 8,642,315 |
Total net revenue percentage | 4.30% | 25.30% | 39.10% |
Beverages, Alcohol and Tea [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 300,799 | $ 1,808,015 | $ 2,295,324 |
Total net revenue percentage | 2.60% | 14.70% | 10.40% |
Other Food [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 726,158 | $ 1,070,054 | $ 1,166,115 |
Total net revenue percentage | 6.60% | 8.70% | 5.20% |
Meat, Poultry and Eggs [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 269,880 | $ 5,355,829 | $ 7,227,876 |
Total net revenue percentage | 2.60% | 43.70% | 32.70% |
Fresh Fruits and Vegetables [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 311,594 | $ 597,828 | $ 1,397,838 |
Total net revenue percentage | 2.80% | 4.90% | 6.30% |
Groceries [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 43,980 | $ 169,501 | $ 1,264,330 |
Total net revenue percentage | 0.40% | 1.40% | 5.80% |
Dried Seafood [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 18,326 | $ 41,088 | $ 102,932 |
Total net revenue percentage | 0.20% | 0.30% | 0.40% |
Technology Services [Member] | |||
Product Information [Line Items] | |||
Total net revenue | $ 8,834,353 | $ 112,919 | $ 28,590 |
Total net revenue percentage | 80.50% | 1% | 0.10% |
SCHEDULE OF FOREIGN CURRENCY TR
SCHEDULE OF FOREIGN CURRENCY TRANSLATION EXCHANGE RATES (Details) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Year End [Member] | |||
Debt Instrument [Line Items] | |||
Foreign currency exchange rate, translation | 6.8972 | 6.3757 | 6.5250 |
Average [Member] | |||
Debt Instrument [Line Items] | |||
Foreign currency exchange rate, translation | 6.7290 | 6.4508 | 6.9042 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | ||||||
May 01, 2019 | Apr. 30, 2019 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 CNY (¥) | Jan. 01, 2017 USD ($) | |
Product Information [Line Items] | |||||||
Allowance for accounts receivable | $ 400,262 | ||||||
Advance to suppliers | 68,511 | 144,520 | |||||
Additional lease liability | 107,467 | 19,068 | |||||
Goodwill | 7,700,569 | ||||||
Advances from customers | 747,093 | 1,153,717 | |||||
Value added tax description | the Company is no longer qualified as a small-scale enterprise. The Company’s grains, oil, and spices products are subject to 9% VAT and the other products are subject to 13% VAT. All the Company’s products are subject to tax surcharges at 12% of the VAT payable | the Company’s product sales revenues were subject to VAT at a reduced rate of 3% and subject to surcharges at a reduced surcharge rate of 6% of the VAT payable since the company is qualified as a small-scale enterprise | |||||
Cash insured amount | 78,423 | ¥ 500,000 | |||||
Cash | $ 23,716,768 | $ 26,634,332 | |||||
Supplier Concentration Risk [Member] | Purchases Risk [Member] | Supplier One [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 22.30% | ||||||
Supplier Concentration Risk [Member] | Purchases Risk [Member] | Supplier Two [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 19.50% | ||||||
Supplier Concentration Risk [Member] | Purchases Risk [Member] | Supplier Three [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 15.90% | ||||||
Supplier Concentration Risk [Member] | Purchases Risk [Member] | Supplier Four [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 11.40% | ||||||
Supplier Concentration Risk [Member] | Purchases Risk [Member] | One Major Supplier [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 8.30% | 9.70% | |||||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Supplier One [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 29.40% | ||||||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Supplier Two [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 28.70% | ||||||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Supplier Three [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 14.40% | ||||||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | One Major Supplier [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 33.10% | 20.70% | |||||
PRC Bank [Member] | |||||||
Product Information [Line Items] | |||||||
Cash | $ 23,716,768 | $ 26,634,332 | |||||
Goodwill [Member] | |||||||
Product Information [Line Items] | |||||||
Goodwill | $ 7,558,289 | ||||||
Accounting Standards Update 2016-02 [Member] | |||||||
Product Information [Line Items] | |||||||
Additional lease liability | $ 22,192 |
SCHEDULE OF IDENTIFIED ASSETS A
SCHEDULE OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 23, 2022 | Jun. 23, 2022 | Apr. 19, 2022 | Dec. 31, 2021 |
Assets | |||||
Goodwill | $ 7,700,569 | ||||
Yundian [Member] | |||||
Assets | |||||
Cash and cash equivalents | $ 4,402 | ||||
Other current assets | 36,575 | ||||
Goodwill | 6,596,636 | ||||
Liabilities | |||||
Accounts payable | (141) | ||||
Accrued expenses and other current liabilities | (265,472) | ||||
Total net assets | $ 6,372,000 | ||||
Mahao [Member] | |||||
Assets | |||||
Cash and cash equivalents | $ 21 | ||||
Other current assets | 78,073 | ||||
Accounts receivable | 613,198 | ||||
Advances to suppliers, net | 4,343,744 | ||||
Goodwill | 5,956,203 | ||||
Liabilities | |||||
Accounts payable | (440,392) | ||||
Advance from customer | (4,410,090) | ||||
Accrued expenses and other current liabilities | (20,757) | ||||
Total net assets | $ 6,120,000 | ||||
Yuanxing [Member] | |||||
Assets | |||||
Cash and cash equivalents | $ 12,484 | ||||
Other current assets | 231,687 | ||||
Accounts receivable | 767,120 | ||||
Property and equipment, net | 3,329 | ||||
Other non-current assets | 17,631 | ||||
Advances to suppliers, net | 216,927 | ||||
Goodwill | 1,744,366 | ||||
Liabilities | |||||
Accounts payable | (203,901) | ||||
Advance from customer | (21,487) | ||||
Accrued expenses and other current liabilities | (128,156) | ||||
Total net assets | $ 2,640,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Dec. 12, 2022 | Jun. 23, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 6,372,000 | ||
Ordinary shares | 9,000,000 | ||
Yundian [Member] | |||
Business Acquisition [Line Items] | |||
Holding percentage of issued and outstanding | 100% | ||
Yundian [Member] | Yundian BVI [Member] | |||
Business Acquisition [Line Items] | |||
Indirectly percentage of issued and outstanding | 100% | ||
Mahao [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 6,120,000 | ||
Ordinary shares | 10,000,000 | ||
Yuanxing [Member] | |||
Business Acquisition [Line Items] | |||
Holding percentage of issued and outstanding | 100% | ||
Aggregate purchase price | $ 2,640,000 | ||
Ordinary shares | 12,000,000 | ||
Yuanxing [Member] | Yundian BVI [Member] | |||
Business Acquisition [Line Items] | |||
Indirectly percentage of issued and outstanding | 100% |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 4,043,473 | $ 433,002 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 400,262 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Staff advance | $ 268,446 | $ 110,747 |
Deposit | 65,659 | 33,713 |
VAT recoverable | 18,861 | 61,697 |
Receivable for disposal | 28,997 | 31,369 |
Others | 4,991 | 21,644 |
Total of other current assets | $ 386,954 | $ 259,170 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (343,244) | $ (278,471) |
Plant and equipment, net | 183,386 | 279,518 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvement | 63,289 | 68,466 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvement | 202,487 | 45,206 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvement | 26,110 | 28,246 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvement | $ 234,744 | $ 416,071 |
PLANT AND EQUIPMENT (Details Na
PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 87,973 | $ 109,362 | $ 74,321 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2021 | |
Addition | 14,297,205 |
Impairment loss | (6,596,636) |
Balance as of December 31, 2022 | $ 7,700,569 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Acquisition [Line Items] | |||
Impairment loss | $ 6,244,555 | ||
Goodwill | 7,700,569 | ||
Impairment losses | 6,596,636 | ||
Currency translation | 352,081 | ||
Yundian [Member] | |||
Asset Acquisition [Line Items] | |||
Impairment loss | 6,596,636 | ||
Mahao [Member] | |||
Asset Acquisition [Line Items] | |||
Impairment loss | 5,956,203 | ||
Yuanxing [Member] | |||
Asset Acquisition [Line Items] | |||
Impairment loss | $ 1,744,366 |
SCHEDULE OF BANK LOANS (Details
SCHEDULE OF BANK LOANS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-term bank loans | $ 332,309 | $ 47,054 | |
Loan from Shenzhen Qianhai Weizhong Bank | [1] | 218,722 | 414,072 |
Long-term bank loan | 551,031 | 461,126 | |
Bank Of Jiangsu [Member] | |||
Short-term bank loans | [2] | 43,496 | 47,054 |
China Construction Bank [Member] | |||
Short-term bank loans | [3] | $ 288,813 | |
[1]On September 16, 2021, Meiwu Shenzhen entered into a loan agreement with Shenzhen Qianhai Weizhong Bank to borrow $ 414,072 September 16, 2023 8.46 47,054 July 7, 2022 7.1775 43,496 July 30, 2023 7.134 217,045 January 6, 2023 4.0525 71,768 October 14, 2023 3.90 |
SCHEDULE OF BANK LOANS (Detai_2
SCHEDULE OF BANK LOANS (Details) (Paranthetical) - USD ($) | Oct. 14, 2022 | Jul. 30, 2022 | Jan. 06, 2022 | Sep. 16, 2021 | Jul. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Short-term bank loans | $ 332,309 | $ 47,054 | ||||||
Long-term bank loan | [1] | 218,722 | 414,072 | |||||
Bank Of Jiangsu [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Short-term bank loans | [2] | 43,496 | 47,054 | |||||
China Construction Bank [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Short-term bank loans | [3] | $ 288,813 | ||||||
Loan Agreement [Member] | Bank Of Jiangsu [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Short-term bank loans | $ 43,496 | $ 47,054 | ||||||
Long-term bank loan | Jul. 30, 2023 | Jul. 07, 2022 | ||||||
Interest rate | 7.134% | 7.1775% | ||||||
Loan Agreement [Member] | Shenzhen Qianhai Weizhong Bank [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Long-term bank loan | Sep. 16, 2023 | |||||||
Interest rate | 8.46% | |||||||
Long-term bank loan | $ 414,072 | |||||||
Loan Agreement [Member] | China Construction Bank [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Long-term bank loan | Oct. 14, 2023 | Jan. 06, 2023 | ||||||
Interest rate | 3.90% | 4.0525% | ||||||
Long-term bank loan | $ 71,768 | $ 217,045 | ||||||
[1]On September 16, 2021, Meiwu Shenzhen entered into a loan agreement with Shenzhen Qianhai Weizhong Bank to borrow $ 414,072 September 16, 2023 8.46 47,054 July 7, 2022 7.1775 43,496 July 30, 2023 7.134 217,045 January 6, 2023 4.0525 71,768 October 14, 2023 3.90 |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total of other current assets | $ 4,990,647 | $ 1,659,501 |
Technical Service [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total of other current assets | 3,375,776 | |
Suppliers [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total of other current assets | $ 1,614,871 | $ 1,659,501 |
SCHEDULE OF RIGHTS-TO-USE LEASE
SCHEDULE OF RIGHTS-TO-USE LEASE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Rights-of-use Lease Assets Net | ||
Leased properties under operating lease | $ 337,084 | $ 37,270 |
Less: accumulated amortization | (109,481) | (17,437) |
Right-to-use asset, net | $ 227,603 | $ 19,833 |
SCHEDULE OF FUTURE LEASE COMMIT
SCHEDULE OF FUTURE LEASE COMMITMENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Rights-of-use Lease Assets Net | ||
2023 | $ 117,017 | |
2024 | 127,066 | |
2025 | 21,342 | |
Total Lease Payments | 265,425 | |
Less: imputed interest | (13,795) | |
Present value of lease liabilities | 251,630 | |
Lease liabilities - Current | 107,467 | $ 19,068 |
Lease liabilities – Non current | $ 144,163 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Rights-of-use Lease Assets Net | ||
2023 | $ 105,048 | |
2024 | 105,048 | |
2025 | 17,507 | |
Right-to-use asset, net | $ 227,603 | $ 19,833 |
RIGHTS-OF-USE LEASE ASSETS, N_3
RIGHTS-OF-USE LEASE ASSETS, NET (Details Narrative) | 12 Months Ended | |||||
Feb. 23, 2022 USD ($) | Feb. 23, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Loan interest rate | 4.75% | |||||
Monthly rent | $ 96,356 | $ 315,516 | $ 275,047 | |||
Weighted average remaining lease term | 2 years 2 months 1 day | |||||
Amortization expense non-cash | $ 278,957 | 14,436 | 6,021 | |||
Shenzhen Bao'an Industrial Investment Group Co., Ltd [Member] | March 1, 2022 to February 28, 2025 [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Monthly rent | $ 7,802 | ¥ 49,743.65 | ||||
Shenzhen Bao'an Industrial Investment Group Co., Ltd [Member] | March 1, 2022 to February 28, 2023 [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Monthly rent | 8,192 | 52,230.83 | ||||
Shenzhen Bao'an Industrial Investment Group Co., Ltd [Member] | March 1, 2023 to February 29, 2024 [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Monthly rent | $ 8,602 | ¥ 54,844.64 | ||||
Lease Agreements [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cash payment | $ 80,045 | $ 329,952 | $ 269,026 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Dec. 12, 2022 | Jun. 23, 2022 | Mar. 31, 2022 | Nov. 23, 2021 | Dec. 17, 2020 | Nov. 27, 2019 | Nov. 15, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 04, 2018 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ordinary shares authorized | 50,000 | |||||||||||
Common stock par value | $ 0 | $ 0 | $ 1 | |||||||||
Shares issued | 16,666 | |||||||||||
Total consideration | $ 16,666 | $ 20,810,388 | ||||||||||
Share price per share | $ 1 | |||||||||||
Number of ordinary shares issued | 66,666 | |||||||||||
Proceeds from public offering | 21,500,450 | |||||||||||
Ordinary shares, shares outstanding | 60,945,313 | 32,968,755 | ||||||||||
Ordinary shares, shares issued | 60,945,313 | 32,968,755 | ||||||||||
Ordinary shares, no par value | $ 0 | $ 0 | ||||||||||
Additional paid-in capital | $ 38,571,534 | $ 23,385,695 | ||||||||||
Increase in additional paid-in capital | 53,839 | 1,408,013 | $ 163,847 | |||||||||
Twenty Twenty Two Plan [Member] | Maximum [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued under plan | 4,945,313 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued | 5,000,000 | |||||||||||
Total consideration | ||||||||||||
Increase in additional paid-in capital | ||||||||||||
Shares Purchase Agreement [Member] | Anxin Jieda Co Limited [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued | 7,968,755 | |||||||||||
Share Consideration paid, percentage | 50% | 50% | ||||||||||
Shares Purchase Agreement [Member] | Boxinrui International Holdings Limited [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Shares Purchase Agreement [Member] | Beijing Anxin Jieda Logistics [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Stock Purchase Agreement [Member] | Yundian BVI [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock par value | $ 0 | |||||||||||
Shares issued | 9,000,000 | |||||||||||
Total consideration | $ 8,100,000 | |||||||||||
Share price | $ 0.9 | |||||||||||
Stock Purchase Agreement [Member] | Mahao BVI [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock par value | $ 0 | |||||||||||
Shares issued | 10,000,000 | |||||||||||
Total consideration | $ 6,000,000 | |||||||||||
Share price | $ 0.6 | |||||||||||
Stock Purchase Agreement [Member] | Yuanxing BVI [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock par value | $ 0 | |||||||||||
Shares issued | 12,000,000 | |||||||||||
Total consideration | $ 9,600,000 | |||||||||||
Share price | $ 0.8 | |||||||||||
Stock Purchase Agreement [Member] | Yundian BVI [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Stock Purchase Agreement [Member] | Yundian BVI [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Stock Purchase Agreement [Member] | Mahao BVI [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Stock Purchase Agreement [Member] | Mahao BVI [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Stock Purchase Agreement [Member] | Yuanxing BVI [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Stock Purchase Agreement [Member] | Yuanxing BVI [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
IPO [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued | 5,000,000 | |||||||||||
Share price per share | $ 5 | |||||||||||
Proceeds from public offering | $ 25,000,000 | |||||||||||
Increase in additional paid-in capital | $ 15,185,839 | $ 1,408,013 | $ 163,847 | |||||||||
Board of Directors [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ordinary shares authorized | 66,666 | |||||||||||
Common stock par value | $ 1 | |||||||||||
Divided pro-rata shares | 20,000,000 | |||||||||||
Board of Directors [Member] | IPO [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued | 5,000,000 | |||||||||||
Share price per share | $ 5 | |||||||||||
Ordinary shares offered | 999,910 | |||||||||||
Proceeds from public offering | $ 29,999,550 | |||||||||||
Proceeds from public offering before deduction | 26,500,000 | |||||||||||
Underwriter's fee and expenses | $ 3,500,000 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Hanwu Yang [Member] | |
Related Party Transaction [Line Items] | |
Relationship to the company | Shareholder of the Company |
Changbin Xia [Member] | |
Related Party Transaction [Line Items] | |
Relationship to the company | Shareholder of the Company |
Eternal Horizon International Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Relationship to the company | As a shareholder of the Company before December 15, 2020 |
Yanping Guo [Member] | |
Related Party Transaction [Line Items] | |
Relationship to the company | Legal representative of Vande |
Mishan City Shenmi Dazhong Management Consulting Partnership ("ShenMi DaZhong") [Member] | |
Related Party Transaction [Line Items] | |
Relationship to the company | Shareholder of the Company |
Haiyan Qin, Hui Wang and Other 11 Individuals [Member] | |
Related Party Transaction [Line Items] | |
Relationship to the company | Shareholders of ShenMi DaZhong |
Shan'xi Nongbei New Agriculture Technology Co.,Ltd and Other 8 Companies [Member] | |
Related Party Transaction [Line Items] | |
Relationship to the company | Associated with shareholders of ShenMi DaZhong |
SCHEDULE OF DUE TO RELATED PART
SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Total | $ 3,679,717 | $ 6,442,729 | |
Eternal Horizon International Company Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [1] | 2,323,475 | 4,999,550 |
Changbin Xia [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 1,337,164 | 1,415,492 |
Peijiang Chen [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 27,448 | |
Yanping Guo [Member] | |||
Related Party Transaction [Line Items] | |||
Total | 239 | ||
Other [Member] | |||
Related Party Transaction [Line Items] | |||
Total | $ 19,078 | ||
[1]During IPO, the underwriters purchased 999,910 4,999,550 he Company paid $2.6 million to the underwriters for the year ended December 31, 2022. |
SCHEDULE OF DUE TO RELATED PA_2
SCHEDULE OF DUE TO RELATED PARTIES (Details) (Parenthetical) - Eternal Horizon International Company Limited [Member] - IPO [Member] - Underwriters [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Related Party Transaction [Line Items] | |
Sale of stock | shares | 999,910 |
Sale of stock value | $ | $ 4,999,550 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Purchased food products from related parties | $ 28,997 | $ 31,369 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Purchased food products from related parties | 29,190 | 42,692 | $ 33,529 |
Account payable to related parties | 14,647 | 52,025 | |
Sales to related parties | 56,625 | 151,477 | 118,966 |
Shareholder, ShenMi DaZhong and Limited Partners [Member] | |||
Related Party Transaction [Line Items] | |||
Sales commissions | $ 36,793 | $ 27,932 | $ 281,181 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Convertible notes | $ 5,550,607 | |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes-principal | 5,500,000 | |
Convertible notes-discount | (316,060) | |
Convertible notes-interest | 366,667 | |
Convertible notes | $ 5,550,607 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - Securities Purchase Agreement [Member] - Five Accredited Investors [Member] - USD ($) | Jan. 06, 2022 | Apr. 28, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Principal amount | $ 1,100,000 | |
Unsecured Convertible Note [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Principal amount | $ 1,100,000 | |
Interest rate | 10% | |
Debt discount | $ 100,000 | |
Purchaser's fees | $ 4,000 | |
Debt Instrument conversion price | $ 0.50 | |
Percentage of the lowest daily volume-weighted average price | 80% |
SCHEDULE OF RECONCILIATION OF E
SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
PRC statutory tax rate | 25% | 25% | 25% |
Net impact of exemption and favorable tax rate rendered by local tax authorities | |||
Foreign loss not recognized in PRC | 2% | 3% | |
Permanent difference and others | (4.00%) | (1.00%) | (6.00%) |
Change in valuation allowance | (23.00%) | (25.00%) | (22.00%) |
Effective tax rate |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Tax effect of net operating losses carried forward | $ 3,968,729 | $ 1,411,062 |
Valuation allowance | (3,968,729) | (1,411,062) |
Deferred tax assets, net |
TAXATION (Details Narrative)
TAXATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Effective tax percent differential | 2% | 3% | |
Net loss | $ 11,219,851 | $ 1,117,586 | $ 2,218,062 |
Effective tax percent statutory | 25% | 25% | 25% |
Income tax expiration year description | will expire in year 2024 | ||
Uncertain tax positions | $ 0 | $ 0 | |
PRC Enterprise Income Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Effective tax percent differential | 25% |
SCHEDULE OF SEGMENT REPORTING (
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 10,978,571 | $ 12,258,451 | $ 22,125,320 |
Cost of goods sold | 9,803,883 | 9,418,606 | 17,967,593 |
Gross profit | 1,174,688 | 2,839,845 | 4,157,727 |
Depreciation and amortization | 87,973 | 388,319 | 307,563 |
Capital expenditures | 25,916 | 81,197 | 27,705 |
Loss from operations | (3,739,370) | (1,101,697) | (2,237,320) |
Provision for income taxes | 211,144 | ||
Segment loss | (11,219,851) | (1,117,586) | (2,218,062) |
Segment assets | 37,853,361 | 28,290,040 | 37,462,877 |
Clean Food Platform [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 2,144,217 | 12,145,531 | 22,096,730 |
Cost of goods sold | 1,905,036 | 9,343,635 | 17,967,581 |
Gross profit | 239,181 | 2,801,896 | 4,129,149 |
Depreciation and amortization | 87,973 | 237,366 | 200,921 |
Capital expenditures | 19,437 | 49,772 | 5,063 |
Loss from operations | (3,543,160) | (693,466) | (1,841,174) |
Provision for income taxes | 8,917 | ||
Segment loss | (4,576,496) | (712,163) | (1,822,536) |
Segment assets | 36,397,974 | 1,891,075 | 10,853,114 |
Restaurant [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 8,834,354 | 100,945 | 28,590 |
Cost of goods sold | 7,898,847 | 74,949 | 12 |
Gross profit | 935,507 | 25,996 | 28,578 |
Depreciation and amortization | 124,215 | 106,540 | |
Capital expenditures | 6,479 | 2,912 | 18,766 |
Loss from operations | (196,210) | (259,274) | (134,053) |
Provision for income taxes | 202,227 | ||
Segment loss | (6,643,355) | (256,503) | (133,433) |
Segment assets | 1,455,387 | 123,940 | 443,595 |
Other Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 11,975 | ||
Cost of goods sold | 22 | ||
Gross profit | 11,953 | ||
Depreciation and amortization | 26,738 | 102 | |
Capital expenditures | 28,513 | 3,876 | |
Loss from operations | (148,957) | (262,093) | |
Provision for income taxes | |||
Segment loss | (148,920) | (262,093) | |
Segment assets | $ 26,275,025 | $ 26,166,168 |
SCHEDULE OF MATURITIES OF CONTR
SCHEDULE OF MATURITIES OF CONTRACTUAL OBLIGATIONS (Details) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation | $ 83,876 |
Contractual Obligation, to be Paid, Year One | 38,712 |
Contractual Obligation, to be Paid, Year Two | 38,712 |
Contractual Obligation, to be Paid, Year Three | 6,452 |
Contractual Obligation, to be Paid, Year Four |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - Mar. 22, 2022 | USD ($) | CNY (¥) |
Commitments and Contingencies Disclosure [Abstract] | ||
Mediation fee | $ 39,631 | ¥ 273,340 |