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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission File Number 333-252500

 

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

(Exact name of registrant issuer as specified in its charter)

 

Nevada   2870   61-1948707

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Number)

 

(IRS Employer

Identification Number)

 

No. 1104, Ren Min Nan Road No. 45,

Wuhou District, Chengdu, Sichuan Province, China 610000.

(Address of principal executive offices, including zip code)

 

(+86) 13981161812

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer Smaller reporting company
      Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

N/A

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name on each exchange on which registered
N/A   N/A   N/A

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at November 14, 2023
Common Stock, $0.0001 par value   101,400,000

 

 

 

   

 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1
     
  UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 F-1
     
  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 F-2
     
  UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 F-3
     
  UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 F-4
     
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS F-5 – F-15
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3-7
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8
     
ITEM 4. CONTROLS AND PROCEDURES 8
     
PART II OTHER INFORMATION  
     
ITEM 1 LEGAL PROCEEDINGS 10
     
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 10
     
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 10
     
ITEM 4 MINE SAFETY DISCLOSURES 10
     
ITEM 5 OTHER INFORMATION 10
     
ITEM 6 EXHIBITS 10
     
SIGNATURES 11

 

 -2- 

 

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
         
ASSETS          
Current assets          
Cash and cash equivalents  $6,127   $232,706 
Inventories   24,830    59,444 
Prepayment, deposits and other receivables   184,758    19,747 
Total current assets   215,715    311,897 
           
Non-current Assets          
Right-of-use assets, net  $46,705   $79,394 
Total non-current assets   46,705    79,394 
           
TOTAL ASSETS  $262,420   $391,291 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Other payables and accrued liabilities  $42,817   $94,214 
Deferred revenue   -    118,868 
Amount due to a director   493,241    321,933 
Lease liability – current portion   39,874    40,523 
Total current liabilities  $575,932   $575,538 
           
Non-current liabilities          
Lease liability – non-current portion   6,831    38,871 
Total non-current liabilities   6,831    38,871 
           
TOTAL LIABILITIES  $582,763   $614,409 
           
STOCKHOLDERS’ DEFICIT          
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; 0 issued and outstanding  $-   $- 
Common stock, $ 0.0001 par value; 800,000,000 shares authorized; 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively  10,140    10,140 
Additional paid-in capital   148,860    148,860 
Accumulated other comprehensive (loss)/income   (1,025)   7,869 
Accumulated deficit   (478,318)   (389,987)
           
TOTAL STOCKHOLDERS’ DEFICIT  $(320,343)  $(223,118)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $262,420   $391,291 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 F-1 

 

 

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

 

                     
   Three months ended
September 30,
   Nine months ended
September 30,
 
   2023   2022   2023   2022 
REVENUE  $67,593   $28,848   $223,564   $53,674 
                     
COST OF REVENUE   (5,290)   (5,566)   (39,007)   (19,813)
                     
GROSS PROFIT   62,303    23,282    184,557    33,861 
                     
OPERATING EXPENSES                    
Selling and distribution   -    -    

(495

)   - 
General and administrative   (128,552)   (42,061)   (275,520)   (114,460)
                     
LOSS FROM OPERATION BEFORE INCOME TAX   (66,249)   (18,779)   (91,458)   (80,599)
                     
OTHER INCOME/(EXPENSE)                    
Gain on disposal of subsidiary   

3,286

    -    

3,286

    - 
Interest income   15    3    79    10 
                     
LOSS BEFORE INCOME TAX   (62,948)   (18,776)   (88,093)   (80,589)
                     
INCOME TAX EXPENSES   -    -    (238)   - 
                     
NET LOSS   (62,948)   (18,776)   (88,331)   (80,589)
                     
Other comprehensive loss:                    
- Foreign currency translation loss   (745)   (5,567)   (8,894)   (10,666)
                     
TOTAL COMPREHENSIVE LOSS   (63,693)   (24,343)   (97,225)   (91,255)
                     
NET LOSS PER SHARE, BASIC AND DILUTED   (0.00)   (0.00)   (0.00)   (0.00)
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED   101,400,000    101,400,000    101,400,000    101,400,000 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 F-2 

 

 

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

 

  

NUMBER
OF

SHARES

   AMOUNT  

ADDITIONAL

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

ACCUMULATED COMPREHENSIVE

INCOME

  

STOCKHOLDERS’

EQUITY/(DEFICIT)

 
   COMMON STOCK               TOTAL 
  

NUMBER
OF

SHARES

   AMOUNT  

ADDITIONAL

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

ACCUMULATED COMPREHENSIVE

INCOME

  

STOCKHOLDERS’

EQUITY/(DEFICIT)

 
Balance as of December 31, 2021   101,400,000   $10,140   $148,860   $(315,537)  $17,703   $(138,834)
Net loss for the period   -    -    -    (25,742)   -    (25,742)
Foreign currency translation   -    -    -    -    275    275 
Balance as of March 31, 2022   101,400,000   $10,140   $148,860   $(341,279)  $17,978   $(164,301)
Net loss for the period   -    -    -    (36,071)   -    (36,071)
Foreign currency translation   -    -    -    -    (5,374)   (5,374)
Balance as of June 30, 2022   101,400,000   $10,140   $148,860   $(377,350)  $12,604   $(205,746)
Net loss for the period   -    -    -    (18,776)   -    (18,776)
Foreign currency translation   -    -    -    -    (5,567)   (5,567)
Balance as of September 30, 2022   101,400,000   $10,140   $148,860   $(396,126)  $7,037   $(230,089)

 

   COMMON STOCK               TOTAL 
  

NUMBER
OF

SHARES

   AMOUNT  

ADDITIONAL

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

ACCUMULATED COMPREHENSIVE

INCOME

  

STOCKHOLDERS’

EQUITY/(DEFICIT)

 
Balance as of December 31, 2022   101,400,000   $10,140   $148,860   $(389,987)  $7,869   $(223,118)
Net profit for the period   -    -    -    69,894    -    69,894 
Foreign currency translation   -    -    -    -    487    487 
Balance as of March 31, 2023   101,400,000   $10,140   $148,860   $(320,093)  $8,356   $(152,737)
Net loss for the period   -    -    -    (95,277)   -    (95,277)
Foreign currency translation   -    -    -    -    (8,636)   (8,636)
Balance as of June 30, 2023   101,400,000   $10,140   $148,860   $(415,370)  $(280)  $(256,650)
Net loss for the period   -    -    -    (62,948)   -    (62,948)
Foreign currency translation   -    -    -    -    (745)   (745)
Balance as of September 30, 2023   101,400,000   $10,140   $148,860   $(478,318)  $(1,025)  $(320,343)

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 F-3 

 

 

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

 

  

Nine Months Ended

September 30, 2023

  

Nine Months Ended

September 30, 2022

 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(88,331)  $(80,589)
           
Adjustments to reconcile net profit to net cash used in operating activities:          

Gain on the disposal of subsidiary

   

(3,286

)   - 
Depreciation and amortization   29,253    12,195 
           
Changes in operating assets and liabilities:          
Inventories   33,571    19,813 
Prepayment, deposits and other receivables   (174,957)   (7,452)
Other payables and accrued liabilities   (51,260)   (12,754)
Deferred revenue   (119,843)   - 
Change in lease liability   (29,591)   (12,195)
Receipt in advance   162    - 
           
Net cash used in operating activities  $(404,282)  $(80,982)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
           
Net cash used in investing activities  $-   $- 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Amount due to director   171,308    61,076 
           
Net cash provided by financing activities  $171,308   $61,076 
           
Effect of exchange rate changes on cash and cash equivalents  $6,395   $(600)
           
Net decrease in cash and cash equivalents  $(226,579)  $(20,506)
Cash and cash equivalents, beginning of year   232,706    33,038 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $6,127   $12,532 
           
SUPPLEMENTAL CASH FLOWS INFORMATION          
Cash paid for income taxes  $-   $- 
Cash paid for interest paid  $-   $- 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 F-4 

 

 

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

YCQH Agricultural Technology Co. Ltd., was incorporated on October 15, 2019 under the laws of the State of Nevada of which Ms. Wang Min was appointed the President, Secretary, Treasurer and sole director of our board.

 

The Company primarily operates in bio-carbon-based fertilizer (“BCBF”) trading business, including wholesale and retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China. The Company does not maintain and operate any production and manufacturing of BCBF facility or machine and equipment. On July 25, 2022, the Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth to customer mainly based in People Republic of China. On April 19, 2023, the Company ventures into beauty products trading business which includes retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China. The Company acts as the intermediary role and does not keep any form of inventory throughout the online retail transaction.

 

Company name   Place/date of incorporation   Principal activities

YCQH Holding Limited

(“YCQH Seychelles”)

  Seychelles / October 11, 2019   Investment holding
         

YCQH Agricultural Technology Co. Limited

(“YCQH HK”)

  Hong Kong / October 10, 2019   Investment holding
         
YCWB Agricultural Technology Co. Limited (“YCWB”)  

SiChuan Province, China

/December 10, 2019

 

Operates in bio-carbon-based

fertilizer trading business

         

SCQC Agriculture Co. Limited

(“SCQC”)

 

SiChuan Province, China

/November 1, 2019 (acquired on

June 15, 2020)

 

Operates in bio-carbon-based

fertilizer trading business

         

 

On December 16, 2019, the Company acquired YCQH Holding Limited, a company incorporated in Republic of Seychelles. In the same day YCQH Seychelles acquired YCQH Agricultural Technology Co. Limited, a company incorporated in Hong Kong.

 

On December 10, 2019, the YCQH HK incorporated YCWB Agricultural Technology Co. Limited, a wholly foreign owned enterprise, in SiChuan Province, China, with Ms. Wang Min as the legal representative.

 

On June 15, 2020, the Company through subsidiary YCWB Agricultural Technology Co. Limited acquired SCQC Agriculture Co. Limited, a company incorporated in SiChuan Province, China for a consideration of CNY 1,169,996 (approximate $165,605) with carrying value on book of CNY 1,168,554 (approximate $165,401) from a third party. The premium was accounted as expense for the year ended December 31, 2020.

 

On April 19, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited incorporated XMYC Trading Co. Limited, a company incorporated in XiaMen City, China with an investment capital of CNY 500,000 (approximate $68,931).

 

On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximate $0.01). After the disposal of XMYC, the Company will continue to operate the beauty products trading business.

 

The Company’s executive office is located at No. 1104, Ren Min Nan Road, No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000.

 

 F-5 

 

 

2. BASIS OF PRESENTATION

 

The accompanying consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of estimates

 

The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

 

Prepayment, Deposits and Other Receivables

 

Prepayments and deposits are mainly cash deposited or advance payments made to third parties for future purchases or future services such as rent or other general expenses. This amount is refundable and bears no interest. The Company will recognize an allowance account for doubtful accounts to the extent it is probable that a portion or all of a particular account will not be collected. Management reviews its prepayments and deposits on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. The Company’s management continues to evaluate the reasonableness of the allowance policy and update it if necessary. No allowance for doubtful accounts was made for the nine months ended September 30, 2023 and 2022.

 

Lease

 

The Company adopted the ASU No. 2016-02, on October 15, 2019 (date of inception). The Company leases office space for fixed periods with pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

 

As of September 30, 2023, the Company has one operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company adopted 4.75% as its incremental borrowing rate which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

 

 F-6 

 

 

Revenue Recognition

 

The Company generates two streams of revenue.

 

The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”) and beauty products. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.

 

The second stream of revenue is generated through online retailing business, adopting ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations. Under this policy, the Company should determine whether it is a principal or an agent when there is third party involved in providing goods and services to a customer. In our online retailing business, the Company was identified as an agent as the Company do not retain any form of inventory nor provides any form of after sales service and logistic but merely rely on supplier to fulfill such purposes. As such, revenue is being recognized on net basis, i.e. gross revenue received from customer deduct the cost of purchase to supplier.

 

Shipping, Storage and Handling costs

 

Costs for shipping, storage and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as selling and distribution expense and are expensed as incurred. The Company accrues costs for shipping, storage and handling activities that occur after control of the promised good has transferred to the customer.

 

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

Inventories

 

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary.

 

 F-7 

 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

Foreign Currency Translation

 

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 transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles, Hong Kong and PRC have functional currencies in United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Chinese Renminbi (“CNY¥”) respectively.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

  

For the nine

months ended

September 30, 2023

  

For the nine

months ended

September 30, 2022

 
Period-end HK$ : US$1 exchange rate   7.75    7.75 
Period-end CNY¥ : US$1 exchange rate   7.28    7.12 
Period-average HK$ : US$1 exchange rate   7.75    7.75 
Period-average CNY¥ : US$1 exchange rate   7.06    6.64 

 

 F-8 

 

 

Fair Value Measurement

 

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Recently issued accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s unaudited condensed consolidated financial statements.

 

Economic and political risks

 

Substantially all the Company’s services are conducted in the People’s Republic of China (“PRC”), of which operations in the PRC are subject to special considerations and significant risks not typically associated with companies in rest of the world. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

 

 F-9 

 

 

4. GOING CONCERN UNCERTAINTIES

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a loss of $88,331 for the nine months ended September 30, 2023 resulting in accumulated deficit of $478,318 and a working capital deficit of $360,217.

 

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

5. INVENTORIES

 

As of September 30, 2023, and December 31, 2022, the Company inventories consist of following:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Finished goods  $24,830   $59,444 
           
Total inventories  $24,830   $59,444 

 

No allowance has been provided for the nine months ended September 30, 2023.

 

6. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

 

As of September 30, 2023 and December 31, 2022, prepayment, deposits and other receivables consist of following:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Deposits for Hong Kong Company Secretary  $13   $13 
Staff Advancement & Prepaid Staff Cost   40,410    43 
Rental Deposit & Prepayment   13,690    14,416 
Supplier Deposit & Prepayment   127,150    1,730 
Prepaid transfer agent fee and OTCIQ renewal   3,495    3,545 
Total prepayment, deposits and other receivables  $184,758   $19,747 

 

7. OTHER PAYABLES AND ACCRUED LIABILITIES

 

As of September 30, 2023 and December 31, 2022, other payables and accrued liabilities consist of following:

 

   

As of

September 30, 2023

   

As of

December 31, 2022

 
Other payables   $ 31,817     $ 69,069  
Accrued audit fee     4,000       645  
Accrued professional fee     7,000       24,500  
Total other payables and accrued liabilities   $ 42,817     $ 94,214  

 

As of September 30, 2023, the Company has other payables of $31,817, which mainly consisted of accrued salary and payables to third parties.

 

8. AMOUNT DUE TO A DIRECTOR

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Amount due to a director  $493,241   $321,933 
           

 

As of September 30, 2023, the Company has an outstanding payable of $493,241 to our director, Ms. Wang Min, which is unsecured and non-interest bearing with no fixed terms of repayment. During the nine months ended September 30, 2023, the Company recorded an amount due to our director, Ms. Wang Min of $171,308.

 

 F-10 

 

 

9. STOCKHOLDERS’ EQUITY

 

As of September 30, 2023 and December 31, 2022, the Company has 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding, respectively.

 

During the nine months ended September 30, 2023, the Company has not issued any shares.

 

The Company has 800,000,000 shares of commons stock and 200,000,000 shares of preference stock authorized, no share of preference stock issued and outstanding.

 

10. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

 

On November 11, 2020, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited enter into a tenancy agreement to rent an office with an area of approximate 133 square meter for monthly rental of CNY9,200 (approximate $1,450) for a period of two years.

 

On December 01, 2022, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited enter into a tenancy agreement to rent an office with an area of approximate 232 square meter for monthly rental of CNY24,900 (approximate $3,604) for a period of two years.

 

The initial recognition of operating lease right and lease liability as follows:

 

Right-of-use assets, net as of December 31, 2021   $ 15,243  
New lease recognized for the year ended December 31, 2022     82,685  
Less: amortization     (17,712 )
Foreign exchange translation     (822 )
Right-of-use assets, net as of December 31, 2022     79,394  
         
Lease liability as of December 31, 2021   $ 15,243  
New lease recognized for the year ended December 31, 2022     82,685  
Add: imputed interest     598  
Less: principal repayment     (18,309 )
Foreign exchange translation     (823 )
Lease liability as of December 31, 2022   $ 79,394  

 

As of September 30, 2023, operating lease right-of-use assets as follows:

 

Right-of-use assets, net as of December 31, 2022   $ 79,394  
Amortization for the period ended September 30, 2023     (29,584 )
Foreign exchange translation     (3,105 )
Right-of-use assets, net as of September 30, 2023   $ 46,705  

 

As of September 30, 2023, operating lease liability as follows:

 

Lease liability as of December 31, 2022  $79,394 
Add: imputed interest for the period ended September 30, 2023   2,178 
Less: gross repayment for the period ended September 30, 2023   (31,762)
Foreign exchange translation   (3,105)
Lease liability as of September 30, 2023  $46,705 
      
Lease liability current portion  $39,874 
Lease liability non-current portion  $6,831 
      
Maturities of the loan for each of the five years and thereafter are as follows:     
2023  $9,792 
2024   36,913 

 

Other information:

 

  

Nine months ended

September 30

 
   2023 
Cash paid for amounts included in the measurement of lease liabilities:     
Operating cash flow to operating lease  $31,762 
Remaining lease term for operating lease (years)   1.17 
Weighted average discount rate for operating lease   4.75%

 

 F-11 

 

 

11. CONCENTRATION OF RISK

 

Customer Concentration

 

For the three months ended September 30, 2023, the Company generated total revenue of $67,593, of which seven customer accounted for more than 10% of the Company’s total revenue. For the three months ended September 30, 2022, the Company generated total revenue of $28,848, of which one customer accounted for more than 10% of the Company’s total revenue.

 

   For the three months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts

receivable, trade

 
                         
Customer A  $-   $8,192    -%   28%  $-   $- 
Customer H   8,500    -    13    -    -    - 
Customer I   8,499    -    13    -    -    - 
Customer J   8,489    -    12    -    -    - 
Customer K   8,499    -    13    -    -    - 
Customer L   8,499    -    13    -    -    - 
Customer M   8,482    -    12    -    -    - 
Customer N   10,281    -    15    -    -    - 
Others   6,344    20,656    9%   72%   -    - 
Total  $67,593   $28,848    100%   100%  $-   $- 

 

For the nine months ended September 30, 2023, the Company generated total revenue of $223,564, of which no customer accounted for more than 10% of the Company’s total revenue. For the nine months ended September 30, 2022, the Company generated total revenue of $53,674, of which two customers accounted for more than 10% of the Company’s total revenue.

 

   For the nine months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts

receivable, trade

 
                         
Customer A  $-   $13,603    -%   25%  $-   $- 
Customer B   -    10,338    -%   19%   -    - 
Others   223,564    29,733    100%   56%   -    - 
Total  $223,564   $53,674    100%   100%  $-   $- 

 

Vendor Concentration

 

For the three months ended September 30, 2023, the Company incurred cost of revenue of $5,290 solely accounted by a single vendor. For the three months ended September 30, 2022, the Company incurred cost of revenue of $5,566 solely accounted by a single vendor.

 

   For the three months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Vendor A  $-   $5,566    -%   100%  $-   $- 
Vendor B   5,290    -    100%   -%   -    - 
Total  $5,290   $5,566    100%   100%  $-   $- 

 

For the nine months ended September 30, 2023, the Company incurred cost of revenue of $39,007, accounted by two vendors. For the nine months ended September 30, 2022, the Company incurred cost of revenue of $19,813 solely accounted by a single vendor.

 

   For the nine months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Vendor A  $33,570   $19,813    86%   100%  $-   $- 
Vendor B   5,437    -    14%   -%   -    - 
Total  $39,007   $19,813    100%   100%  $-   $- 

 

 F-12 

 

 

12. INCOME TAXES

 

The Company being a United States entity is subject to the United States federal income tax at 21%. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the nine months ended September 30, 2023.

 

YCQH Holding Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.

 

YCQH Agricultural Technology Co. Limited was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. The first HK$ 2 million (equivalent US$ 258,000) of profits earned by the company will be taxed at half the current tax rate (i.e., 8.25%) whilst the remaining profits will continue to be taxed at the existing 16.5% tax rate.

 

YCWB Agricultural Technology Co. Limited and SCQC Agriculture Co. Limited were incorporated in the PRC and subject to the company income tax rate of 25%. On top of company tax, PRC domestic sales are subjected to Value Added Tax typically at 3% for a Small-Scale Taxpayer with PRC revenue less than CNY 5,000,000, which is levied on the invoiced value of sales and is payable by the purchaser for agricultural related product. YCWB Agricultural Technology Co. Limited enjoyed preferential VAT rate of 1%. The Company is required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

 

Effective and Statutory Rate Reconciliation

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

 

The following table summarizes a reconciliation of the Company’s income taxes expenses:

 

   2023   2022 
   For the Nine Months Ended September 30 
   2023   2022 
Computed expected expenses/(benefits)   (25)%   25%
Effect of foreign tax rate difference   2%   (2)%
Deferred tax assets not recognized   24%   (23)%
Temporary difference not recognized   (1)%   -%
Income tax expense   -%   -%

 

   2023   2022 
   For the Nine Months Ended September 30 
   2023   2022 
PRC statutory tax rate   25%   25%
Computed expected expenses/(benefits)  $(34,961)  $(20,147)
Effect of foreign tax rate difference   2,369    1,881 
Deferred tax assets not recognized   34,203    18,266 
Temporary difference not recognized   (1,373)   - 
Income tax expense  $238   $- 

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2023:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Deferred tax assets:          
           
Net operating loss carry forwards          
- United States of America  $66,095   $57,096 
- Hong Kong   732    606 
- People Republic China   49,871    26,345 
Deferred tax assets, net operating loss carryforwards          
Less: valuation allowance   (116,698)   (84,047)
Deferred tax assets  $-   $- 

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $116,698 as of September 30, 2023.

 

 F-13 

 

 

13. SEGMENT REPORTING

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has three reportable segments based on business unit, bio-carbon-based fertilizer (“BCBF”) trading business, online retailing business and beauty products trading business and two reportable segments based on country, United States and China.

 

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

                     
  

For the Nine Months Ended and As of

September 30, 2023

 
By Business Unit  BCBF Trading Business   Online Retailing Business   Beauty Products Trading Business   Total 
Revenue  $57,622   $97,744   $68,198   $223,564 
                     
Cost of revenue   (33,571)   -    (5,436)   (39,007)
Selling and distribution expenses   (495)   -    -    (495)
General and administrative expenses   (139,759)   (21,229)   (114,532)   (275,520)
                     
Loss from operations   (116,203)   76,515    (51,770)   (91,458)
                     
Total assets  $262,420   $-   $-   $262,420 
Capital expenditure  $-   $-   $-   $- 

 

                
  

For the Nine Months Ended and As of

September 30, 2022

 
By Business Unit  BCBF Trading Business   Online Retailing Business   Total 
Revenue  $34,562   $19,112   $53,674 
                
Cost of revenue   (19,813)   -    (19,813)
General and administrative expenses   (114,460)   -    (114,460)
                
Loss from operations   (99,711)   19,112    (80,599)
                
Total assets  $82,610   $-   $82,610 
Capital expenditure  $-   $-   $- 

 

                
  

For the Nine Months Ended and As of

September 30, 2023

 
By Country 

United

States

   China   Total 
Revenue  $-   $223,564   $223,564 
                
Cost of revenue   -    (39,007)   (39,007)
Selling and distribution expenses   -    (495)   (495)
General and administrative expenses   (42,852)   (232,668)   (275,520)
                
Loss from operations   (42,852)   (48,606)   (91,458)
                
Total assets  $5,486   $256,934   $262,420 
Capital expenditure  $-   $-   $- 

  

F-14
 

 

           
   For the Nine Months Ended and As of
September 30, 2022
 
By Country  China   Total 
Revenue  $53,674   $53,674 
           
Cost of revenue   (19,813)   (19,813)
General and administrative expenses   (114,460)   (114,460)
           
Loss from operations   (80,599)   (80,599)
           
Total assets  $82,610   $82,610 
Capital expenditure  $-   $- 

 

14. Disposal of subsidiary

 

On September 22, 2023, YCWB Agricultural Technology Co. Limited (the “Company”) entered into a disposition agreement (the “Agreement”) with Cao Li Li (the “Buyer”).

 

Pursuant to the Agreement, the Company have agreed to sell to the Buyer an 100% equity stake in XMYC Trading Co. Limited in consideration of CNY 0.1 (approximate $0.01). The disposition was effective on September 22, 2023 and the exercise was completed on September 25, 2023.

 

As confirmed, the business line of XMYC, which operates in the beauty products trading industry, will continue to be operated by the company. Therefore, the disposal of XMYC will not result in any strategic shift, as the major line of business will still be retained and operated within the company. Conclusion, this disposal is not fall under discontinued operations.

  

On September 22, 2023, XMYC book consist of following assets and liabilities, and as a result of disposition the Company recognize a gain on disposition amounted $3,286.

 

      
Cash and cash equivalents  $4,111 
Deposits paid, prepayments and other receivables   10,901 
Property, plant and equipment, net   337 
Intangible asset   6,227 
Receipt in advance   (5,506)
Accrued liabilities, other payables and deposits received   (18,599)
Foreign currency translation loss   

(757

)
Shareholders’ Deficit of XMYC  $(3,286)
Fair value of consideration   (0.01)
Gain on disposition  $(3,286)

 

15. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023 up through the date the Company issued the financial statements. No subsequent events have occurred that would require recognition or disclosure in the financial statements.

 

 F-15 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated March 30, 2023, for the year ended December 31, 2022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on June 3, 2021, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

The Company has seen a business opportunity in wholesaling and retailing high quality, sustainable, environmentally friendly bio-carbon-based fertilizer (herein referred to as “BCBF”), which is capable of not only increasing the crop yield but also at the same time preserving the environment. The Company’s BCBF is sourced from, and produced by, a third party through heating straw in a closed container with little or no available air. This method is also known as thermal decomposition of organic material under limited supply of oxygen at relatively low temperature. In accordance with requirements imposed by the PRC Ministry of Agriculture, the Company’s Supplier of BCBF has registered with Sichuan Province Provincial Department of Agriculture and Rural Affairs, which has an effective period of 5 years, from December 2019 to December 2024. The Company does not maintain or operate any production and/or manufacturing of any BCBF facility, machine and/or equipment.

 

The Company is currently wholesaling and retailing BCBF through its wholly owned subsidiary SCQC. Management of the Company believes that the BCBF sold by the Company is capable of maintaining soil fertility, enhancing crop yield, improving soil structure, improving water and fertilizer retention capability and improving fertilizer utilization efficiency and effectiveness. This is achieved through balancing carbon and nitrogen content, neutralizing soil pH while at the same time creating soil particle structure that is conducive to plant growth.

 

The BCBF sold by the Company, produced through straw thermal decomposition, replaces the function of activated carbon. The combination of soil and BCBF is capable of absorbing and reducing pollution content such as heavy metals from agricultural residual wastes. Further, the combination of water and BCBF is capable of purifying water by producing carbohydrate and glucose, which could be absorbed by, and is conducive to the growth of, plants. Additionally, BCBF possesses outstanding water storage capacity, which can store up to 10 times the water content when compared to soil without BCBF, which in turn provides farmers greater flexibility during times of hardship such as a drought.

 

As such, the management of the Company believes that the Company’s BCBF is not only a superior option compared to conventional fertilizer in terms of environmentally sustainability, but also from an economic perspective due to the improvement in crop yield quality and quantity. The Company’s BCBF consists of roughly 45% organic matter, 20% bio-charcoal, 10% humic acid, 5% NPK and boats an effective microorganism count of 20,000,000 per gram.

 

On July 25, 2022, the Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth. Customer will place order through platform and make payment accordingly of which shall be collected by Company. Meanwhile Company shall place exact order towards supplier and supplier will deliver such ordered products directly to customer, settlement between Company and supplier will take place once a week. It is worth mentioning that the Company act as the intermediary role and do not keep any form of inventory throughout the transaction.

 

On April 19, 2023, the Company ventures into beauty products trading business which includes retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China.

 

On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximate $0.01). Even though XMYC has been disposed, the beauty products trading business will continue to be operated by the Company.

 

-3-
 

 

Results of operations

 

For the nine months ended September 30, 2023 and 2022, the Company has generated a revenue of $223,564 and $53,674, respectively. Breakdown of revenue as following:

 

  

Three months ended

September 30

  

Nine months ended

September 30

 
   2023   2022   2023   2022 
BCBF Business Sales Revenue  $-   $9,736   $57,622   $34,562 
Percentage towards Total Revenue   -%   34%   26%   64%
                     
Online Business Revenue  $667   $19,112   $97,744   $19,112 
Percentage towards Total Revenue   1%   66%   44%   36%
Beauty Products Business Sales Revenue   66,926    -   $68,198   $- 
Percentage towards Total Revenue   99%   -    30%   -%
Total Revenue   67,593    28,848   $223,564   $53,674 
                     
BCBF Business Cost of Sales   -    (5,566)   (33,571)   (19,813)
Beauty Products Business Cost of Sales   (5,290)   -    (5,436)   - 
Online Business Cost of Sales   -    -    -    - 
Total Cost of Sales  $(5,290)  $(5,566)  $(39,007)  $(19,813)
                     
BCBF Business Gross Profit   -    4,170    24,051    14,749 
Beauty Products Business Gross Profit   61,636    -    62,762    - 
Online Business Gross Profit   667    19,112    97,744    19,112 
Total Gross Profit  $62,303   $23,282   $184,557   $33,861 
                     
Gross Profit Margin   92%   81%   83%   63%
                     
BCBF Business Gross Profit Margin   -%   43%   42%   43%
Beauty Products Business Gross Profit Margin   92%   -    92%   - 

 

For the nine months ended September 30, 2023, the Company has experience significant improvement in total revenue due to the establishment of new business segments, which is the online retailing business through e-commerce platform and trading business of beauty products. For the nine months ended September 30, 2023, the revenue of BCBF trading business has been increased because the sales of BCBF have increased as a result of more customers buy our products. For the nine months ended September 30, 2023, the BCBF trading business segment, the online retailing business segment and the beauty products trading business segment contributed 26%, 44% and 30% of the total revenue respectively.

 

Three months ended September 30, 2023 and 2022

 

The Company generated revenue in the amount of $67,593 for the three months ended September 30, 2023 while the cost of revenue was $5,290, which resulted in gross profit of $62,303 and a gross margin of 92%. For the three months ended September 30, 2023, the Company generated net revenue from online retailing business in the amount of $667 as the business does not have cost of revenue, which resulted in gross profit of $667. For the three months ended September 30, 2023, the Company generated revenue from beauty products trading business in the amount of $66,926 while the cost of revenue was $5,290, which resulted in gross profit of $61,636 and a gross margin of 92%.

 

The Company generated revenue in the amount of $28,848 for the three months ended September 30, 2022 while the cost of revenue was $5,566, which resulted in gross profit of $23,282 and a gross margin of 81%. For the three months ended September 30, 2022, the Company generated revenue from BCBF trading business in the amount of $9,736 while the cost of revenue was $5,566, which resulted in gross profit of $4,170 and a gross margin of 43%. For the three months ended September 30, 2022, the Company generated revenue from online business in the amount of $19,112 while the cost of revenue was none, which resulted in gross profit of $19,112 and a gross margin of 100%.

 

The revenue of the Company has increased significantly from $28,848 for the three months ended September 30, 2022 to $67,593 for the three months ended September 30, 2023 mainly due to significant improvement from beauty products business.

 

The general and administrative expenses for the three months ended September 30, 2023 and 2022 were $128,552 and $42,061 respectively. The general and administrative expenses are primarily related to salary and social contribution, lease expenses, travelling expenses, advertising expenses, audit fees and consultancy fees. The general and administrative expenses have been increased because new office rental increased the lease expenses and the establishment of new business segment.

 

-4-
 

 

As a result, the Company incurred an operating loss of $66,249 and $18,779 for the three months ended September 30, 2023 and 2022, respectively.

 

Nine months ended September 30, 2023 and 2022

 

The Company generated revenue in the amount of $223,564 for the nine months ended September 30, 2023 while the cost of revenue for was $39,007, which resulted in gross profit of $184,557 and a gross margin of 83%. For the nine months ended September 30, 2023, the Company generated revenue from BCBF trading business in the amount of $57,622 while the cost of revenue for was $33,571, which resulted in gross profit of $24,051 and a gross margin of 42%. For the nine months ended September 30, 2023, the Company generated net revenue from online retailing business in the amount of $97,744 as the business does not have cost of revenue, which resulted in gross profit of $97,744. For the nine months ended September 30, 2023, the Company generated revenue from beauty products trading business in the amount of $68,198 while the cost of revenue for was $5,436, which resulted in gross profit of $62,762 and a gross margin of 92%.

 

The Company generated revenue in the amount of $223,564 for the nine months ended September 30, 2023 while the cost of revenue for was $39,007, which resulted in gross profit of $184,557 and a gross margin of 83%.

 

The Company has improved the revenue and the gross profit margin due to the establishment of new business segments, which are the online retailing business through e-commerce platform and beauty products trading business. Fluctuation in gross profit margin of BCBF trading business which caused by fluctuation in unit selling price, may vary amongst customers, depending on number of factors including customer historical purchase quantity and payment terms. The gross profit margin of online business and beauty products trading business may vary amongst customers due to the types of products required by the customers based on their consumption behaviors.

 

The selling and distribution expenses and the general and administrative expenses for the nine months ended September 30, 2023 were $495 and $275,520 respectively. The selling and distribution expenses and the general and administrative expenses for the nine months ended September 30, 2022 were $0 and $114,460 respectively. The general and administrative expenses are primarily related to salary and social contribution, lease expenses, travelling expenses, advertising expenses, audit fees and consultancy fees. The general and administrative expenses have been increased because new office rental increased the lease expenses, the maintenance fee of online business platform increased the sundry expenses and the establishment of new business segment.

 

As a result, the Company incurred an operating loss of $91,458 and $80,599 for the nine months ended September 30, 2023 and 2022, respectively.

 

Liquidity and Capital Resources

 

Nine months ended September 30, 2023 and 2022

 

Cash Used In Operating Activities

 

For the nine months ended September 30, 2023, the Company used $404,282 in operating activity, of which primarily consist of net loss, gain on the disposal subsidiary, increase in prepayment, deposits and other receivables, decrease in other payables and accrued liabilities, decrease in deferred revenue and reduction in lease liability contra by depreciation and amortization, decrease in inventories and increase in receipt in advance.

 

For the nine months ended September 30, 2022, the Company used $80,982 in operating activity, of which primarily consist of net loss, increase in prepayment, decrease in other payables and accrued liabilities and reduction in lease liability contra by amortization and decrease in inventories.

 

Cash Used In Investing Activities

 

For the nine months ended September 30, 2023, September 30, 2022, the Company did not generate nor used any cash in investing activities.

 

-5-
 

 

Cash Provided by Financing Activities

 

For the nine months ended September 30, 2023, the Company has received cash provided by director amounting to $171,308.

 

For the nine months ended September 30, 2022, the Company has received cash provided by director amounting to $61,076.

 

Foreign Currency

 

Most of our revenues and operating expenses are denominated in Renminbi. The Renminbi is currently freely convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. Under our current corporate structure, our company in the United States may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have.

 

Under existing PRC foreign exchange regulations, payments of current account items, including payment of dividends, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Our PRC subsidiaries may also retain foreign exchange in its current account, subject to a ceiling approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However, we cannot assure you that the relevant PRC governmental authorities will not limit or eliminate our ability to purchase and retain foreign currencies in the future.

 

Since a significant amount of our future revenues will be denominated in Renminbi, the existing and any future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies.

 

Foreign exchange transactions under the capital account are subject to limitations and require registration with or approval by the relevant PRC governmental authorities. In particular, any transfer of funds from us to any of our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, is subject to certain statutory limit requirements and registration or approval of the relevant PRC governmental authorities, including the relevant administration of foreign exchange and/or the relevant examining and approval authority. Our ability to use the U.S. dollar proceeds of the sale of our equity or debt to finance our business activities conducted through our PRC subsidiaries will depend on our ability to obtain these governmental registrations or approvals. In addition, because of the regulatory issues related to foreign currency loans to, and foreign investment in, domestic PRC enterprises, we may not be able to finance the operations of our PRC subsidiaries by loans or capital contributions. We cannot assure you that we can obtain these governmental registrations or approvals on a timely basis, if at all.

 

The amount of cash denominated in RMB is approximately CNY7,372 (Equivalent to USD 1,013) as of September 30, 2023.

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2023.

 

Contractual Obligations

 

As a smaller reporting company, we are not required to provide the aforementioned information.

 

-6-
 

 

Critical Accounting Policies

 

Revenue Recognition

 

The Company generates two streams of revenue.

 

The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”) and beauty products. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(F) identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.

 

The second stream of revenue is generated through online retailing business, adopting ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations. Under this policy, the Company should determine whether it is a principal or an agent when there is third party involved in providing goods and services to a customer. In our online retailing business, the Company was identified as an agent as the Company do not retain any form of inventory nor provides any form of after sales service and logistic but merely rely on supplier to fulfill such purposes. As such, revenue is being recognized on net basis, i.e. gross revenue received from customer deduct the cost of purchase to supplier.

 

Going Concern Uncertainties

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a loss of $88,331 for the nine months ended September 30, 2023 resulting in accumulated deficit of $478,318 and a working capital deficit of $360,217.

 

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.

 

-7-
 

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4 Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (iv) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of September 30, 2023.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

 

  1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
     
  2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
     
  3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

-8-
 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

 

As of September 30, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

 

Management’s Remediation Initiatives

 

Since 2021, we engaged Dude Business Consultants Limited as an external consultant to assist with the identification and address of complex and proper accounting issues. Dude Business Consultants Limited has extensive experience on US listing and company reporting, including GAAP conversion, account consolidation and drafting of notes to accounts. Their professional team focus on national stock exchanges and OTC Markets listing, from corporate restructuring, supervision of listing timeline to strategy planning.

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we also plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:

 

1. hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S. GAAP and SEC reporting experience and qualifications;
   
2. make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels of accounting knowledge and experience;
   
3. streamline our accounting department structure and enhance our staff’s U.S. GAAP and SEC reporting requirements on a continuous basis through internal training provided by the Internal Finance manager;
   
4. participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S. GAAP / SEC reporting requirements updates; and
   
5. engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance together with the establishment of our internal audit function.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2023.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the nine months ending September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

-9-
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEM 6. Exhibits

 

31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
     
32.1   Section 1350 Certification of principal executive officer
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-10-
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  YCQH Agricultural Technology Co. Ltd
  (Name of Registrant)
     
Date: November 14, 2023    
   
  By: /s/ Wang Min
  Title:

Chief Executive Officer, President, Secretary,

Treasurer, and Director

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

-11-

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, WANG MIN, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of YCQH Agricultural Technology Co. Ltd (the “Company”) for the quarter ended September 30, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2023 By: /s/ WANG MIN
    WANG MIN
   

Chief Executive Officer, President, Secretary,

Treasurer, Director

    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION

PURSUANT TO 18

U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

 

In connection with the quarterly report of YCQH Agricultural Technology Co. Ltd (the “Company”) on Form 10-Q for the period ending September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 14, 2023 By: /s/ WANG MIN
    WANG MIN
   

Chief Executive Officer, President, Secretary,

Treasurer, Director

    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 333-252500  
Entity Registrant Name YCQH AGRICULTURAL TECHNOLOGY CO. LTD  
Entity Central Index Key 0001794276  
Entity Tax Identification Number 61-1948707  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One No. 1104  
Entity Address, Address Line Two Ren Min Nan Road No. 45  
Entity Address, Address Line Three Wuhou District, Chengdu  
Entity Address, City or Town Sichuan Province  
Entity Address, Country CN  
Entity Address, Postal Zip Code 610000.  
City Area Code +86  
Local Phone Number 13981161812  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   101,400,000
v3.23.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 6,127 $ 232,706
Inventories 24,830 59,444
Prepayment, deposits and other receivables 184,758 19,747
Total current assets 215,715 311,897
Non-current Assets    
Right-of-use assets, net 46,705 79,394
Total non-current assets 46,705 79,394
TOTAL ASSETS 262,420 391,291
Current liabilities    
Other payables and accrued liabilities 42,817 94,214
Deferred revenue 118,868
Amount due to a director 493,241 321,933
Lease liability – current portion 39,874 40,523
Total current liabilities 575,932 575,538
Non-current liabilities    
Lease liability – non-current portion 6,831 38,871
Total non-current liabilities 6,831 38,871
TOTAL LIABILITIES 582,763 614,409
STOCKHOLDERS’ DEFICIT    
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; 0 issued and outstanding
Common stock, $ 0.0001 par value; 800,000,000 shares authorized; 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 10,140 10,140
Additional paid-in capital 148,860 148,860
Accumulated other comprehensive (loss)/income (1,025) 7,869
Accumulated deficit (478,318) (389,987)
TOTAL STOCKHOLDERS’ DEFICIT (320,343) (223,118)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 262,420 $ 391,291
v3.23.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 800,000,000 800,000,000
Common stock, shares outstanding 101,400,000 101,400,000
Common stock, shares issue 101,400,000 101,400,000
v3.23.3
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
REVENUE $ 67,593 $ 28,848 $ 223,564 $ 53,674
COST OF REVENUE (5,290) (5,566) (39,007) (19,813)
GROSS PROFIT 62,303 23,282 184,557 33,861
OPERATING EXPENSES        
Selling and distribution (495)
General and administrative (128,552) (42,061) (275,520) (114,460)
LOSS FROM OPERATION BEFORE INCOME TAX (66,249) (18,779) (91,458) (80,599)
OTHER INCOME/(EXPENSE)        
Gain on disposal of subsidiary 3,286 3,286
Interest income 15 3 79 10
LOSS BEFORE INCOME TAX (62,948) (18,776) (88,093) (80,589)
INCOME TAX EXPENSES (238)
NET LOSS (62,948) (18,776) (88,331) (80,589)
Other comprehensive loss:        
- Foreign currency translation loss (745) (5,567) (8,894) (10,666)
TOTAL COMPREHENSIVE LOSS $ (63,693) $ (24,343) $ (97,225) $ (91,255)
NET LOSS PER SHARE, BASIC $ (0.00) $ (0.00) $ (0.00) $ (0.00)
NET LOSS PER SHARE, DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC 101,400,000 101,400,000 101,400,000 101,400,000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, DILUTED 101,400,000 101,400,000 101,400,000 101,400,000
v3.23.3
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Balance at Dec. 31, 2021 $ 10,140 $ 148,860 $ (315,537) $ 17,703 $ (138,834)
Balance, shares at Dec. 31, 2021 101,400,000        
Net profit (loss) (25,742) (25,742)
Foreign currency translation 275 275
Balance at Mar. 31, 2022 $ 10,140 148,860 (341,279) 17,978 (164,301)
Balance, shares at Mar. 31, 2022 101,400,000        
Balance at Dec. 31, 2021 $ 10,140 148,860 (315,537) 17,703 (138,834)
Balance, shares at Dec. 31, 2021 101,400,000        
Net profit (loss)         (80,589)
Balance at Sep. 30, 2022 $ 10,140 148,860 (396,126) 7,037 (230,089)
Balance, shares at Sep. 30, 2022 101,400,000        
Balance at Mar. 31, 2022 $ 10,140 148,860 (341,279) 17,978 (164,301)
Balance, shares at Mar. 31, 2022 101,400,000        
Net profit (loss) (36,071) (36,071)
Foreign currency translation (5,374) (5,374)
Balance at Jun. 30, 2022 $ 10,140 148,860 (377,350) 12,604 (205,746)
Balance, shares at Jun. 30, 2022 101,400,000        
Net profit (loss) (18,776) (18,776)
Foreign currency translation (5,567) (5,567)
Balance at Sep. 30, 2022 $ 10,140 148,860 (396,126) 7,037 (230,089)
Balance, shares at Sep. 30, 2022 101,400,000        
Balance at Dec. 31, 2022 $ 10,140 148,860 (389,987) 7,869 (223,118)
Balance, shares at Dec. 31, 2022 101,400,000        
Net profit (loss) 69,894 69,894
Foreign currency translation 487 487
Balance at Mar. 31, 2023 $ 10,140 148,860 (320,093) 8,356 (152,737)
Balance, shares at Mar. 31, 2023 101,400,000        
Balance at Dec. 31, 2022 $ 10,140 148,860 (389,987) 7,869 (223,118)
Balance, shares at Dec. 31, 2022 101,400,000        
Net profit (loss)         (88,331)
Balance at Sep. 30, 2023 $ 10,140 148,860 (478,318) (1,025) (320,343)
Balance, shares at Sep. 30, 2023 101,400,000        
Balance at Mar. 31, 2023 $ 10,140 148,860 (320,093) 8,356 (152,737)
Balance, shares at Mar. 31, 2023 101,400,000        
Net profit (loss) (95,277) (95,277)
Foreign currency translation (8,636) (8,636)
Balance at Jun. 30, 2023 $ 10,140 148,860 (415,370) (280) (256,650)
Balance, shares at Jun. 30, 2023 101,400,000        
Net profit (loss) (62,948) (62,948)
Foreign currency translation (745) (745)
Balance at Sep. 30, 2023 $ 10,140 $ 148,860 $ (478,318) $ (1,025) $ (320,343)
Balance, shares at Sep. 30, 2023 101,400,000        
v3.23.3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (88,331) $ (80,589)
Adjustments to reconcile net profit to net cash used in operating activities:    
Gain on the disposal of subsidiary (3,286)
Depreciation and amortization 29,253 12,195
Changes in operating assets and liabilities:    
Inventories 33,571 19,813
Prepayment, deposits and other receivables (174,957) (7,452)
Other payables and accrued liabilities (51,260) (12,754)
Deferred revenue (119,843)
Change in lease liability (29,591) (12,195)
Receipt in advance 162
Net cash used in operating activities (404,282) (80,982)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:    
Amount due to director 171,308 61,076
Net cash provided by financing activities 171,308 61,076
Effect of exchange rate changes on cash and cash equivalents 6,395 (600)
Net decrease in cash and cash equivalents (226,579) (20,506)
Cash and cash equivalents, beginning of year 232,706 33,038
CASH AND CASH EQUIVALENTS, END OF PERIOD 6,127 12,532
SUPPLEMENTAL CASH FLOWS INFORMATION    
Cash paid for income taxes
Cash paid for interest paid
v3.23.3
ORGANIZATION AND BUSINESS BACKGROUND
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

1. ORGANIZATION AND BUSINESS BACKGROUND

 

YCQH Agricultural Technology Co. Ltd., was incorporated on October 15, 2019 under the laws of the State of Nevada of which Ms. Wang Min was appointed the President, Secretary, Treasurer and sole director of our board.

 

The Company primarily operates in bio-carbon-based fertilizer (“BCBF”) trading business, including wholesale and retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China. The Company does not maintain and operate any production and manufacturing of BCBF facility or machine and equipment. On July 25, 2022, the Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth to customer mainly based in People Republic of China. On April 19, 2023, the Company ventures into beauty products trading business which includes retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China. The Company acts as the intermediary role and does not keep any form of inventory throughout the online retail transaction.

 

Company name   Place/date of incorporation   Principal activities

YCQH Holding Limited

(“YCQH Seychelles”)

  Seychelles / October 11, 2019   Investment holding
         

YCQH Agricultural Technology Co. Limited

(“YCQH HK”)

  Hong Kong / October 10, 2019   Investment holding
         
YCWB Agricultural Technology Co. Limited (“YCWB”)  

SiChuan Province, China

/December 10, 2019

 

Operates in bio-carbon-based

fertilizer trading business

         

SCQC Agriculture Co. Limited

(“SCQC”)

 

SiChuan Province, China

/November 1, 2019 (acquired on

June 15, 2020)

 

Operates in bio-carbon-based

fertilizer trading business

         

 

On December 16, 2019, the Company acquired YCQH Holding Limited, a company incorporated in Republic of Seychelles. In the same day YCQH Seychelles acquired YCQH Agricultural Technology Co. Limited, a company incorporated in Hong Kong.

 

On December 10, 2019, the YCQH HK incorporated YCWB Agricultural Technology Co. Limited, a wholly foreign owned enterprise, in SiChuan Province, China, with Ms. Wang Min as the legal representative.

 

On June 15, 2020, the Company through subsidiary YCWB Agricultural Technology Co. Limited acquired SCQC Agriculture Co. Limited, a company incorporated in SiChuan Province, China for a consideration of CNY 1,169,996 (approximate $165,605) with carrying value on book of CNY 1,168,554 (approximate $165,401) from a third party. The premium was accounted as expense for the year ended December 31, 2020.

 

On April 19, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited incorporated XMYC Trading Co. Limited, a company incorporated in XiaMen City, China with an investment capital of CNY 500,000 (approximate $68,931).

 

On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximate $0.01). After the disposal of XMYC, the Company will continue to operate the beauty products trading business.

 

The Company’s executive office is located at No. 1104, Ren Min Nan Road, No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000.

 

 

v3.23.3
BASIS OF PRESENTATION
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

 

The accompanying consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.

 

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of estimates

 

The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

 

Prepayment, Deposits and Other Receivables

 

Prepayments and deposits are mainly cash deposited or advance payments made to third parties for future purchases or future services such as rent or other general expenses. This amount is refundable and bears no interest. The Company will recognize an allowance account for doubtful accounts to the extent it is probable that a portion or all of a particular account will not be collected. Management reviews its prepayments and deposits on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. The Company’s management continues to evaluate the reasonableness of the allowance policy and update it if necessary. No allowance for doubtful accounts was made for the nine months ended September 30, 2023 and 2022.

 

Lease

 

The Company adopted the ASU No. 2016-02, on October 15, 2019 (date of inception). The Company leases office space for fixed periods with pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

 

As of September 30, 2023, the Company has one operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company adopted 4.75% as its incremental borrowing rate which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

 

 

Revenue Recognition

 

The Company generates two streams of revenue.

 

The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”) and beauty products. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.

 

The second stream of revenue is generated through online retailing business, adopting ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations. Under this policy, the Company should determine whether it is a principal or an agent when there is third party involved in providing goods and services to a customer. In our online retailing business, the Company was identified as an agent as the Company do not retain any form of inventory nor provides any form of after sales service and logistic but merely rely on supplier to fulfill such purposes. As such, revenue is being recognized on net basis, i.e. gross revenue received from customer deduct the cost of purchase to supplier.

 

Shipping, Storage and Handling costs

 

Costs for shipping, storage and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as selling and distribution expense and are expensed as incurred. The Company accrues costs for shipping, storage and handling activities that occur after control of the promised good has transferred to the customer.

 

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

Inventories

 

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary.

 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

Foreign Currency Translation

 

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 transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles, Hong Kong and PRC have functional currencies in United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Chinese Renminbi (“CNY¥”) respectively.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

  

For the nine

months ended

September 30, 2023

  

For the nine

months ended

September 30, 2022

 
Period-end HK$ : US$1 exchange rate   7.75    7.75 
Period-end CNY¥ : US$1 exchange rate   7.28    7.12 
Period-average HK$ : US$1 exchange rate   7.75    7.75 
Period-average CNY¥ : US$1 exchange rate   7.06    6.64 

 

 

Fair Value Measurement

 

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Recently issued accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s unaudited condensed consolidated financial statements.

 

Economic and political risks

 

Substantially all the Company’s services are conducted in the People’s Republic of China (“PRC”), of which operations in the PRC are subject to special considerations and significant risks not typically associated with companies in rest of the world. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

 

 

v3.23.3
GOING CONCERN UNCERTAINTIES
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN UNCERTAINTIES

4. GOING CONCERN UNCERTAINTIES

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a loss of $88,331 for the nine months ended September 30, 2023 resulting in accumulated deficit of $478,318 and a working capital deficit of $360,217.

 

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

v3.23.3
INVENTORIES
9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES

5. INVENTORIES

 

As of September 30, 2023, and December 31, 2022, the Company inventories consist of following:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Finished goods  $24,830   $59,444 
           
Total inventories  $24,830   $59,444 

 

No allowance has been provided for the nine months ended September 30, 2023.

 

v3.23.3
PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
9 Months Ended
Sep. 30, 2023
Prepayment Deposits And Other Receivables  
PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

6. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

 

As of September 30, 2023 and December 31, 2022, prepayment, deposits and other receivables consist of following:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Deposits for Hong Kong Company Secretary  $13   $13 
Staff Advancement & Prepaid Staff Cost   40,410    43 
Rental Deposit & Prepayment   13,690    14,416 
Supplier Deposit & Prepayment   127,150    1,730 
Prepaid transfer agent fee and OTCIQ renewal   3,495    3,545 
Total prepayment, deposits and other receivables  $184,758   $19,747 

 

v3.23.3
OTHER PAYABLES AND ACCRUED LIABILITIES
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
OTHER PAYABLES AND ACCRUED LIABILITIES

7. OTHER PAYABLES AND ACCRUED LIABILITIES

 

As of September 30, 2023 and December 31, 2022, other payables and accrued liabilities consist of following:

 

   

As of

September 30, 2023

   

As of

December 31, 2022

 
Other payables   $ 31,817     $ 69,069  
Accrued audit fee     4,000       645  
Accrued professional fee     7,000       24,500  
Total other payables and accrued liabilities   $ 42,817     $ 94,214  

 

As of September 30, 2023, the Company has other payables of $31,817, which mainly consisted of accrued salary and payables to third parties.

 

v3.23.3
AMOUNT DUE TO A DIRECTOR
9 Months Ended
Sep. 30, 2023
Amount Due To Director  
AMOUNT DUE TO A DIRECTOR

8. AMOUNT DUE TO A DIRECTOR

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Amount due to a director  $493,241   $321,933 
           

 

As of September 30, 2023, the Company has an outstanding payable of $493,241 to our director, Ms. Wang Min, which is unsecured and non-interest bearing with no fixed terms of repayment. During the nine months ended September 30, 2023, the Company recorded an amount due to our director, Ms. Wang Min of $171,308.

 

 

v3.23.3
STOCKHOLDERS’ EQUITY
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

9. STOCKHOLDERS’ EQUITY

 

As of September 30, 2023 and December 31, 2022, the Company has 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding, respectively.

 

During the nine months ended September 30, 2023, the Company has not issued any shares.

 

The Company has 800,000,000 shares of commons stock and 200,000,000 shares of preference stock authorized, no share of preference stock issued and outstanding.

 

v3.23.3
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
9 Months Ended
Sep. 30, 2023
Lease Right-of-use Asset And Lease Liabilities  
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

10. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

 

On November 11, 2020, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited enter into a tenancy agreement to rent an office with an area of approximate 133 square meter for monthly rental of CNY9,200 (approximate $1,450) for a period of two years.

 

On December 01, 2022, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited enter into a tenancy agreement to rent an office with an area of approximate 232 square meter for monthly rental of CNY24,900 (approximate $3,604) for a period of two years.

 

The initial recognition of operating lease right and lease liability as follows:

 

Right-of-use assets, net as of December 31, 2021   $ 15,243  
New lease recognized for the year ended December 31, 2022     82,685  
Less: amortization     (17,712 )
Foreign exchange translation     (822 )
Right-of-use assets, net as of December 31, 2022     79,394  
         
Lease liability as of December 31, 2021   $ 15,243  
New lease recognized for the year ended December 31, 2022     82,685  
Add: imputed interest     598  
Less: principal repayment     (18,309 )
Foreign exchange translation     (823 )
Lease liability as of December 31, 2022   $ 79,394  

 

As of September 30, 2023, operating lease right-of-use assets as follows:

 

Right-of-use assets, net as of December 31, 2022   $ 79,394  
Amortization for the period ended September 30, 2023     (29,584 )
Foreign exchange translation     (3,105 )
Right-of-use assets, net as of September 30, 2023   $ 46,705  

 

As of September 30, 2023, operating lease liability as follows:

 

Lease liability as of December 31, 2022  $79,394 
Add: imputed interest for the period ended September 30, 2023   2,178 
Less: gross repayment for the period ended September 30, 2023   (31,762)
Foreign exchange translation   (3,105)
Lease liability as of September 30, 2023  $46,705 
      
Lease liability current portion  $39,874 
Lease liability non-current portion  $6,831 
      
Maturities of the loan for each of the five years and thereafter are as follows:     
2023  $9,792 
2024   36,913 

 

Other information:

 

  

Nine months ended

September 30

 
   2023 
Cash paid for amounts included in the measurement of lease liabilities:     
Operating cash flow to operating lease  $31,762 
Remaining lease term for operating lease (years)   1.17 
Weighted average discount rate for operating lease   4.75%

 

 

v3.23.3
CONCENTRATION OF RISK
9 Months Ended
Sep. 30, 2023
Risks and Uncertainties [Abstract]  
CONCENTRATION OF RISK

11. CONCENTRATION OF RISK

 

Customer Concentration

 

For the three months ended September 30, 2023, the Company generated total revenue of $67,593, of which seven customer accounted for more than 10% of the Company’s total revenue. For the three months ended September 30, 2022, the Company generated total revenue of $28,848, of which one customer accounted for more than 10% of the Company’s total revenue.

 

   For the three months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts

receivable, trade

 
                         
Customer A  $-   $8,192    -%   28%  $-   $- 
Customer H   8,500    -    13    -    -    - 
Customer I   8,499    -    13    -    -    - 
Customer J   8,489    -    12    -    -    - 
Customer K   8,499    -    13    -    -    - 
Customer L   8,499    -    13    -    -    - 
Customer M   8,482    -    12    -    -    - 
Customer N   10,281    -    15    -    -    - 
Others   6,344    20,656    9%   72%   -    - 
Total  $67,593   $28,848    100%   100%  $-   $- 

 

For the nine months ended September 30, 2023, the Company generated total revenue of $223,564, of which no customer accounted for more than 10% of the Company’s total revenue. For the nine months ended September 30, 2022, the Company generated total revenue of $53,674, of which two customers accounted for more than 10% of the Company’s total revenue.

 

   For the nine months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts

receivable, trade

 
                         
Customer A  $-   $13,603    -%   25%  $-   $- 
Customer B   -    10,338    -%   19%   -    - 
Others   223,564    29,733    100%   56%   -    - 
Total  $223,564   $53,674    100%   100%  $-   $- 

 

Vendor Concentration

 

For the three months ended September 30, 2023, the Company incurred cost of revenue of $5,290 solely accounted by a single vendor. For the three months ended September 30, 2022, the Company incurred cost of revenue of $5,566 solely accounted by a single vendor.

 

   For the three months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Vendor A  $-   $5,566    -%   100%  $-   $- 
Vendor B   5,290    -    100%   -%   -    - 
Total  $5,290   $5,566    100%   100%  $-   $- 

 

For the nine months ended September 30, 2023, the Company incurred cost of revenue of $39,007, accounted by two vendors. For the nine months ended September 30, 2022, the Company incurred cost of revenue of $19,813 solely accounted by a single vendor.

 

   For the nine months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Vendor A  $33,570   $19,813    86%   100%  $-   $- 
Vendor B   5,437    -    14%   -%   -    - 
Total  $39,007   $19,813    100%   100%  $-   $- 

 

 

v3.23.3
INCOME TAXES
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

12. INCOME TAXES

 

The Company being a United States entity is subject to the United States federal income tax at 21%. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the nine months ended September 30, 2023.

 

YCQH Holding Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.

 

YCQH Agricultural Technology Co. Limited was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. The first HK$ 2 million (equivalent US$ 258,000) of profits earned by the company will be taxed at half the current tax rate (i.e., 8.25%) whilst the remaining profits will continue to be taxed at the existing 16.5% tax rate.

 

YCWB Agricultural Technology Co. Limited and SCQC Agriculture Co. Limited were incorporated in the PRC and subject to the company income tax rate of 25%. On top of company tax, PRC domestic sales are subjected to Value Added Tax typically at 3% for a Small-Scale Taxpayer with PRC revenue less than CNY 5,000,000, which is levied on the invoiced value of sales and is payable by the purchaser for agricultural related product. YCWB Agricultural Technology Co. Limited enjoyed preferential VAT rate of 1%. The Company is required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

 

Effective and Statutory Rate Reconciliation

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

 

The following table summarizes a reconciliation of the Company’s income taxes expenses:

 

   2023   2022 
   For the Nine Months Ended September 30 
   2023   2022 
Computed expected expenses/(benefits)   (25)%   25%
Effect of foreign tax rate difference   2%   (2)%
Deferred tax assets not recognized   24%   (23)%
Temporary difference not recognized   (1)%   -%
Income tax expense   -%   -%

 

   2023   2022 
   For the Nine Months Ended September 30 
   2023   2022 
PRC statutory tax rate   25%   25%
Computed expected expenses/(benefits)  $(34,961)  $(20,147)
Effect of foreign tax rate difference   2,369    1,881 
Deferred tax assets not recognized   34,203    18,266 
Temporary difference not recognized   (1,373)   - 
Income tax expense  $238   $- 

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2023:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Deferred tax assets:          
           
Net operating loss carry forwards          
- United States of America  $66,095   $57,096 
- Hong Kong   732    606 
- People Republic China   49,871    26,345 
Deferred tax assets, net operating loss carryforwards          
Less: valuation allowance   (116,698)   (84,047)
Deferred tax assets  $-   $- 

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $116,698 as of September 30, 2023.

 

 

v3.23.3
SEGMENT REPORTING
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
SEGMENT REPORTING

13. SEGMENT REPORTING

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has three reportable segments based on business unit, bio-carbon-based fertilizer (“BCBF”) trading business, online retailing business and beauty products trading business and two reportable segments based on country, United States and China.

 

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

                     
  

For the Nine Months Ended and As of

September 30, 2023

 
By Business Unit  BCBF Trading Business   Online Retailing Business   Beauty Products Trading Business   Total 
Revenue  $57,622   $97,744   $68,198   $223,564 
                     
Cost of revenue   (33,571)   -    (5,436)   (39,007)
Selling and distribution expenses   (495)   -    -    (495)
General and administrative expenses   (139,759)   (21,229)   (114,532)   (275,520)
                     
Loss from operations   (116,203)   76,515    (51,770)   (91,458)
                     
Total assets  $262,420   $-   $-   $262,420 
Capital expenditure  $-   $-   $-   $- 

 

                
  

For the Nine Months Ended and As of

September 30, 2022

 
By Business Unit  BCBF Trading Business   Online Retailing Business   Total 
Revenue  $34,562   $19,112   $53,674 
                
Cost of revenue   (19,813)   -    (19,813)
General and administrative expenses   (114,460)   -    (114,460)
                
Loss from operations   (99,711)   19,112    (80,599)
                
Total assets  $82,610   $-   $82,610 
Capital expenditure  $-   $-   $- 

 

                
  

For the Nine Months Ended and As of

September 30, 2023

 
By Country 

United

States

   China   Total 
Revenue  $-   $223,564   $223,564 
                
Cost of revenue   -    (39,007)   (39,007)
Selling and distribution expenses   -    (495)   (495)
General and administrative expenses   (42,852)   (232,668)   (275,520)
                
Loss from operations   (42,852)   (48,606)   (91,458)
                
Total assets  $5,486   $256,934   $262,420 
Capital expenditure  $-   $-   $- 

  

 

           
   For the Nine Months Ended and As of
September 30, 2022
 
By Country  China   Total 
Revenue  $53,674   $53,674 
           
Cost of revenue   (19,813)   (19,813)
General and administrative expenses   (114,460)   (114,460)
           
Loss from operations   (80,599)   (80,599)
           
Total assets  $82,610   $82,610 
Capital expenditure  $-   $- 

 

v3.23.3
Disposal of subsidiary
9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Disposal of subsidiary

14. Disposal of subsidiary

 

On September 22, 2023, YCWB Agricultural Technology Co. Limited (the “Company”) entered into a disposition agreement (the “Agreement”) with Cao Li Li (the “Buyer”).

 

Pursuant to the Agreement, the Company have agreed to sell to the Buyer an 100% equity stake in XMYC Trading Co. Limited in consideration of CNY 0.1 (approximate $0.01). The disposition was effective on September 22, 2023 and the exercise was completed on September 25, 2023.

 

As confirmed, the business line of XMYC, which operates in the beauty products trading industry, will continue to be operated by the company. Therefore, the disposal of XMYC will not result in any strategic shift, as the major line of business will still be retained and operated within the company. Conclusion, this disposal is not fall under discontinued operations.

  

On September 22, 2023, XMYC book consist of following assets and liabilities, and as a result of disposition the Company recognize a gain on disposition amounted $3,286.

 

      
Cash and cash equivalents  $4,111 
Deposits paid, prepayments and other receivables   10,901 
Property, plant and equipment, net   337 
Intangible asset   6,227 
Receipt in advance   (5,506)
Accrued liabilities, other payables and deposits received   (18,599)
Foreign currency translation loss   

(757

)
Shareholders’ Deficit of XMYC  $(3,286)
Fair value of consideration   (0.01)
Gain on disposition  $(3,286)

 

v3.23.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023 up through the date the Company issued the financial statements. No subsequent events have occurred that would require recognition or disclosure in the financial statements.

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Use of estimates

Use of estimates

 

The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

 

Prepayment, Deposits and Other Receivables

Prepayment, Deposits and Other Receivables

 

Prepayments and deposits are mainly cash deposited or advance payments made to third parties for future purchases or future services such as rent or other general expenses. This amount is refundable and bears no interest. The Company will recognize an allowance account for doubtful accounts to the extent it is probable that a portion or all of a particular account will not be collected. Management reviews its prepayments and deposits on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. The Company’s management continues to evaluate the reasonableness of the allowance policy and update it if necessary. No allowance for doubtful accounts was made for the nine months ended September 30, 2023 and 2022.

 

Lease

Lease

 

The Company adopted the ASU No. 2016-02, on October 15, 2019 (date of inception). The Company leases office space for fixed periods with pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

 

As of September 30, 2023, the Company has one operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company adopted 4.75% as its incremental borrowing rate which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

 

 

Revenue Recognition

Revenue Recognition

 

The Company generates two streams of revenue.

 

The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”) and beauty products. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.

 

The second stream of revenue is generated through online retailing business, adopting ASU 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations. Under this policy, the Company should determine whether it is a principal or an agent when there is third party involved in providing goods and services to a customer. In our online retailing business, the Company was identified as an agent as the Company do not retain any form of inventory nor provides any form of after sales service and logistic but merely rely on supplier to fulfill such purposes. As such, revenue is being recognized on net basis, i.e. gross revenue received from customer deduct the cost of purchase to supplier.

 

Shipping, Storage and Handling costs

Shipping, Storage and Handling costs

 

Costs for shipping, storage and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as selling and distribution expense and are expensed as incurred. The Company accrues costs for shipping, storage and handling activities that occur after control of the promised good has transferred to the customer.

 

Earnings Per Share

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

Inventories

Inventories

 

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary.

 

 

Related parties

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Income Taxes

Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

Foreign Currency Translation

Foreign Currency Translation

 

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 transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles, Hong Kong and PRC have functional currencies in United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Chinese Renminbi (“CNY¥”) respectively.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

  

For the nine

months ended

September 30, 2023

  

For the nine

months ended

September 30, 2022

 
Period-end HK$ : US$1 exchange rate   7.75    7.75 
Period-end CNY¥ : US$1 exchange rate   7.28    7.12 
Period-average HK$ : US$1 exchange rate   7.75    7.75 
Period-average CNY¥ : US$1 exchange rate   7.06    6.64 

 

 

Fair Value Measurement

Fair Value Measurement

 

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Recently issued accounting pronouncements

Recently issued accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s unaudited condensed consolidated financial statements.

 

Economic and political risks

Economic and political risks

 

Substantially all the Company’s services are conducted in the People’s Republic of China (“PRC”), of which operations in the PRC are subject to special considerations and significant risks not typically associated with companies in rest of the world. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 

  

For the nine

months ended

September 30, 2023

  

For the nine

months ended

September 30, 2022

 
Period-end HK$ : US$1 exchange rate   7.75    7.75 
Period-end CNY¥ : US$1 exchange rate   7.28    7.12 
Period-average HK$ : US$1 exchange rate   7.75    7.75 
Period-average CNY¥ : US$1 exchange rate   7.06    6.64 
v3.23.3
INVENTORIES (Tables)
9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORIES

As of September 30, 2023, and December 31, 2022, the Company inventories consist of following:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Finished goods  $24,830   $59,444 
           
Total inventories  $24,830   $59,444 
v3.23.3
PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES (Tables)
9 Months Ended
Sep. 30, 2023
Prepayment Deposits And Other Receivables  
SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

As of September 30, 2023 and December 31, 2022, prepayment, deposits and other receivables consist of following:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Deposits for Hong Kong Company Secretary  $13   $13 
Staff Advancement & Prepaid Staff Cost   40,410    43 
Rental Deposit & Prepayment   13,690    14,416 
Supplier Deposit & Prepayment   127,150    1,730 
Prepaid transfer agent fee and OTCIQ renewal   3,495    3,545 
Total prepayment, deposits and other receivables  $184,758   $19,747 
v3.23.3
OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

As of September 30, 2023 and December 31, 2022, other payables and accrued liabilities consist of following:

 

   

As of

September 30, 2023

   

As of

December 31, 2022

 
Other payables   $ 31,817     $ 69,069  
Accrued audit fee     4,000       645  
Accrued professional fee     7,000       24,500  
Total other payables and accrued liabilities   $ 42,817     $ 94,214  
v3.23.3
AMOUNT DUE TO A DIRECTOR (Tables)
9 Months Ended
Sep. 30, 2023
Amount Due To Director  
SCHEDULE OF RELATED PARTY TRANSACTION

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Amount due to a director  $493,241   $321,933 
           
v3.23.3
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Tables)
9 Months Ended
Sep. 30, 2023
Lease Right-of-use Asset And Lease Liabilities  
SCHEDULE OF OPERATING LEASE RIGHT AND LEASE LIABILITY

The initial recognition of operating lease right and lease liability as follows:

 

Right-of-use assets, net as of December 31, 2021   $ 15,243  
New lease recognized for the year ended December 31, 2022     82,685  
Less: amortization     (17,712 )
Foreign exchange translation     (822 )
Right-of-use assets, net as of December 31, 2022     79,394  
         
Lease liability as of December 31, 2021   $ 15,243  
New lease recognized for the year ended December 31, 2022     82,685  
Add: imputed interest     598  
Less: principal repayment     (18,309 )
Foreign exchange translation     (823 )
Lease liability as of December 31, 2022   $ 79,394  

 

As of September 30, 2023, operating lease right-of-use assets as follows:

 

Right-of-use assets, net as of December 31, 2022   $ 79,394  
Amortization for the period ended September 30, 2023     (29,584 )
Foreign exchange translation     (3,105 )
Right-of-use assets, net as of September 30, 2023   $ 46,705  

 

As of September 30, 2023, operating lease liability as follows:

 

Lease liability as of December 31, 2022  $79,394 
Add: imputed interest for the period ended September 30, 2023   2,178 
Less: gross repayment for the period ended September 30, 2023   (31,762)
Foreign exchange translation   (3,105)
Lease liability as of September 30, 2023  $46,705 
      
Lease liability current portion  $39,874 
Lease liability non-current portion  $6,831 
      
Maturities of the loan for each of the five years and thereafter are as follows:     
2023  $9,792 
2024   36,913 
SCHEDULE OF COMPONENTS OF LEASE EXPENSE

Other information:

 

  

Nine months ended

September 30

 
   2023 
Cash paid for amounts included in the measurement of lease liabilities:     
Operating cash flow to operating lease  $31,762 
Remaining lease term for operating lease (years)   1.17 
Weighted average discount rate for operating lease   4.75%
v3.23.3
CONCENTRATION OF RISK (Tables)
9 Months Ended
Sep. 30, 2023
Risks and Uncertainties [Abstract]  
SCHEDULE OF CUSTOMER CONCENTRATION RISK

   For the three months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts

receivable, trade

 
                         
Customer A  $-   $8,192    -%   28%  $-   $- 
Customer H   8,500    -    13    -    -    - 
Customer I   8,499    -    13    -    -    - 
Customer J   8,489    -    12    -    -    - 
Customer K   8,499    -    13    -    -    - 
Customer L   8,499    -    13    -    -    - 
Customer M   8,482    -    12    -    -    - 
Customer N   10,281    -    15    -    -    - 
Others   6,344    20,656    9%   72%   -    - 
Total  $67,593   $28,848    100%   100%  $-   $- 

 

For the nine months ended September 30, 2023, the Company generated total revenue of $223,564, of which no customer accounted for more than 10% of the Company’s total revenue. For the nine months ended September 30, 2022, the Company generated total revenue of $53,674, of which two customers accounted for more than 10% of the Company’s total revenue.

 

   For the nine months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts

receivable, trade

 
                         
Customer A  $-   $13,603    -%   25%  $-   $- 
Customer B   -    10,338    -%   19%   -    - 
Others   223,564    29,733    100%   56%   -    - 
Total  $223,564   $53,674    100%   100%  $-   $- 
SCHEDULE OF VENDOR CONCENTRATION RISK

   For the three months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Vendor A  $-   $5,566    -%   100%  $-   $- 
Vendor B   5,290    -    100%   -%   -    - 
Total  $5,290   $5,566    100%   100%  $-   $- 

 

For the nine months ended September 30, 2023, the Company incurred cost of revenue of $39,007, accounted by two vendors. For the nine months ended September 30, 2022, the Company incurred cost of revenue of $19,813 solely accounted by a single vendor.

 

   For the nine months ended September 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Vendor A  $33,570   $19,813    86%   100%  $-   $- 
Vendor B   5,437    -    14%   -%   -    - 
Total  $39,007   $19,813    100%   100%  $-   $- 
v3.23.3
INCOME TAXES (Tables)
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

The following table summarizes a reconciliation of the Company’s income taxes expenses:

 

   2023   2022 
   For the Nine Months Ended September 30 
   2023   2022 
Computed expected expenses/(benefits)   (25)%   25%
Effect of foreign tax rate difference   2%   (2)%
Deferred tax assets not recognized   24%   (23)%
Temporary difference not recognized   (1)%   -%
Income tax expense   -%   -%

 

   2023   2022 
   For the Nine Months Ended September 30 
   2023   2022 
PRC statutory tax rate   25%   25%
Computed expected expenses/(benefits)  $(34,961)  $(20,147)
Effect of foreign tax rate difference   2,369    1,881 
Deferred tax assets not recognized   34,203    18,266 
Temporary difference not recognized   (1,373)   - 
Income tax expense  $238   $- 
SCHEDULE OF DEFERRED TAX ASSETS

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2023:

 

  

As of

September 30, 2023

  

As of

December 31, 2022

 
Deferred tax assets:          
           
Net operating loss carry forwards          
- United States of America  $66,095   $57,096 
- Hong Kong   732    606 
- People Republic China   49,871    26,345 
Deferred tax assets, net operating loss carryforwards          
Less: valuation allowance   (116,698)   (84,047)
Deferred tax assets  $-   $- 
v3.23.3
SEGMENT REPORTING (Tables)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT REPORTING

                     
  

For the Nine Months Ended and As of

September 30, 2023

 
By Business Unit  BCBF Trading Business   Online Retailing Business   Beauty Products Trading Business   Total 
Revenue  $57,622   $97,744   $68,198   $223,564 
                     
Cost of revenue   (33,571)   -    (5,436)   (39,007)
Selling and distribution expenses   (495)   -    -    (495)
General and administrative expenses   (139,759)   (21,229)   (114,532)   (275,520)
                     
Loss from operations   (116,203)   76,515    (51,770)   (91,458)
                     
Total assets  $262,420   $-   $-   $262,420 
Capital expenditure  $-   $-   $-   $- 

 

                
  

For the Nine Months Ended and As of

September 30, 2022

 
By Business Unit  BCBF Trading Business   Online Retailing Business   Total 
Revenue  $34,562   $19,112   $53,674 
                
Cost of revenue   (19,813)   -    (19,813)
General and administrative expenses   (114,460)   -    (114,460)
                
Loss from operations   (99,711)   19,112    (80,599)
                
Total assets  $82,610   $-   $82,610 
Capital expenditure  $-   $-   $- 

 

                
  

For the Nine Months Ended and As of

September 30, 2023

 
By Country 

United

States

   China   Total 
Revenue  $-   $223,564   $223,564 
                
Cost of revenue   -    (39,007)   (39,007)
Selling and distribution expenses   -    (495)   (495)
General and administrative expenses   (42,852)   (232,668)   (275,520)
                
Loss from operations   (42,852)   (48,606)   (91,458)
                
Total assets  $5,486   $256,934   $262,420 
Capital expenditure  $-   $-   $- 

  

 

           
   For the Nine Months Ended and As of
September 30, 2022
 
By Country  China   Total 
Revenue  $53,674   $53,674 
           
Cost of revenue   (19,813)   (19,813)
General and administrative expenses   (114,460)   (114,460)
           
Loss from operations   (80,599)   (80,599)
           
Total assets  $82,610   $82,610 
Capital expenditure  $-   $- 
v3.23.3
Disposal of subsidiary (Tables)
9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
SCHEDULE OF GAIN ON DISPOSITION

      
Cash and cash equivalents  $4,111 
Deposits paid, prepayments and other receivables   10,901 
Property, plant and equipment, net   337 
Intangible asset   6,227 
Receipt in advance   (5,506)
Accrued liabilities, other payables and deposits received   (18,599)
Foreign currency translation loss   

(757

)
Shareholders’ Deficit of XMYC  $(3,286)
Fair value of consideration   (0.01)
Gain on disposition  $(3,286)
v3.23.3
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative)
Apr. 19, 2023
USD ($)
Apr. 19, 2023
CNY (¥)
Jun. 15, 2020
USD ($)
Jun. 15, 2020
CNY (¥)
Sep. 25, 2023
$ / shares
Sep. 25, 2023
¥ / shares
Sep. 22, 2023
USD ($)
$ / shares
Sep. 22, 2023
¥ / shares
Jun. 15, 2020
CNY (¥)
SCQC Agriculture Co Limited [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Fair value of consideration paid     $ 165,605 ¥ 1,169,996          
Total net book value     $ 165,401           ¥ 1,168,554
XMYC Trading Co Limited [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Fair value of consideration paid $ 68,931 ¥ 500,000              
Total net book value             $ (3,286)    
Per share price | (per share)         $ 0.01 ¥ 0.1 $ 0.01 ¥ 0.1  
v3.23.3
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION (Details)
Sep. 30, 2023
Sep. 30, 2022
Period-End HK$ : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Period-average CNY¥ : US$1 exchange rate 7.75 7.75
Period-End CNY¥ : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Period-average CNY¥ : US$1 exchange rate 7.28 7.12
Period-AverageHK$ : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Period-average CNY¥ : US$1 exchange rate 7.75 7.75
Period-Average CNY¥ : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Period-average CNY¥ : US$1 exchange rate 7.06 6.64
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
9 Months Ended
Sep. 30, 2023
Lease
Accounting Policies [Abstract]  
Number of operating lease 1
v3.23.3
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]                  
Net Income (Loss) Attributable to Parent $ 62,948 $ 95,277 $ (69,894) $ 18,776 $ 36,071 $ 25,742 $ 88,331 $ 80,589  
Retained Earnings (Accumulated Deficit) 478,318           478,318   $ 389,987
working capital deficit $ 360,217           $ 360,217    
v3.23.3
SCHEDULE OF INVENTORIES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Finished goods $ 24,830 $ 59,444
Total inventories $ 24,830 $ 59,444
v3.23.3
INVENTORIES (Details Narrative)
Sep. 30, 2023
USD ($)
Inventory Disclosure [Abstract]  
Inventories allowance $ 0
v3.23.3
SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Prepayment Deposits And Other Receivables    
Deposits for Hong Kong Company Secretary $ 13 $ 13
Staff Advancement & Prepaid Staff Cost 40,410 43
Rental Deposit & Prepayment 13,690 14,416
Supplier Deposit & Prepayment 127,150 1,730
Prepaid transfer agent fee and OTCIQ renewal 3,495 3,545
Total prepayment, deposits and other receivables $ 184,758 $ 19,747
v3.23.3
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Other payables $ 31,817 $ 69,069
Accrued audit fee 4,000 645
Accrued professional fee 7,000 24,500
Total other payables and accrued liabilities $ 42,817 $ 94,214
v3.23.3
OTHER PAYABLES AND ACCRUED LIABILITIES (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Other payables $ 31,817 $ 69,069
v3.23.3
SCHEDULE OF RELATED PARTY TRANSACTION (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Amount Due To Director    
Amount due to a director $ 493,241 $ 321,933
v3.23.3
AMOUNT DUE TO A DIRECTOR (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Outstanding payable $ 493,241   $ 321,933
Amount to related party 171,308 $ 61,076  
Director [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Outstanding payable 493,241    
Amount to related party $ 171,308    
v3.23.3
STOCKHOLDERS’ EQUITY (Details Narrative) - shares
Sep. 30, 2023
Dec. 31, 2022
Equity [Abstract]    
Common stock, shares issued 101,400,000 101,400,000
Common stock, shares outstanding 101,400,000 101,400,000
Common stock, shares authorized 800,000,000 800,000,000
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.23.3
SCHEDULE OF OPERATING LEASE RIGHT AND LEASE LIABILITY (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Lease Right-of-use Asset And Lease Liabilities    
Right-of-use assets, beginning balance $ 79,394 $ 15,243
New lease recognized   82,685
Amortization (29,584) (17,712)
Foreign exchange translation (3,105) (822)
Right-of-use assets, ending balance 46,705 79,394
Lease liability, beginning balance 79,394 15,243
New lease recognized   82,685
Add: imputed interest 2,178 598
Less: gross repayment (31,762) (18,309)
Foreign exchange translation (3,105) (823)
Lease liability, ending balance 46,705 79,394
Lease liability current portion 39,874 40,523
Lease liability non-current portion 6,831 $ 38,871
2023 9,792  
2024 $ 36,913  
v3.23.3
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Lease Right-of-use Asset And Lease Liabilities    
Operating cash flow to operating lease $ 31,762 $ 18,309
Remaining lease term for operating lease (years) 1 year 2 months 1 day  
Weighted average discount rate for operating lease 4.75%  
v3.23.3
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Details Narrative) - Tenancy Agreement [Member] - SCQC Agriculture Co Limited [Member]
Dec. 01, 2022
USD ($)
Dec. 01, 2022
CNY (¥)
Nov. 11, 2020
USD ($)
Nov. 11, 2020
CNY (¥)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Area of land 232 232 133 133
Payments for rent $ 3,604 ¥ 24,900 $ 1,450 ¥ 9,200
Lease term 2 years 2 years 2 years 2 years
v3.23.3
SCHEDULE OF CUSTOMER CONCENTRATION RISK (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Concentration Risk [Line Items]        
Percentage of revenue 100.00% 100.00% 100.00% 100.00%
Customer A [Member]        
Concentration Risk [Line Items]        
Revenues $ 8,192 $ 13,603
Percentage of revenue 28.00% 25.00%
Accounts receivable, trade
Customer H [Member]        
Concentration Risk [Line Items]        
Revenues $ 8,500    
Percentage of revenue 13.00%    
Accounts receivable, trade
Customer I [Member]        
Concentration Risk [Line Items]        
Revenues $ 8,499    
Percentage of revenue 13.00%    
Accounts receivable, trade
Customer J [Member]        
Concentration Risk [Line Items]        
Revenues $ 8,489    
Percentage of revenue 12.00%    
Accounts receivable, trade
Customer K [Member]        
Concentration Risk [Line Items]        
Revenues $ 8,499    
Percentage of revenue 13.00%      
Accounts receivable, trade
Customer L [Member]        
Concentration Risk [Line Items]        
Revenues $ 8,499    
Percentage of revenue 13.00%    
Accounts receivable, trade
Customer M [Member]        
Concentration Risk [Line Items]        
Revenues $ 8,482    
Percentage of revenue 12.00%    
Accounts receivable, trade
Customer N [Member]        
Concentration Risk [Line Items]        
Revenues $ 10,281    
Percentage of revenue 15.00%    
Accounts receivable, trade
Other Customer [Member]        
Concentration Risk [Line Items]        
Revenues $ 6,344 $ 20,656 $ 223,564 $ 29,733
Percentage of revenue 9.00% 72.00% 100.00% 56.00%
Accounts receivable, trade
Customers [Member]        
Concentration Risk [Line Items]        
Revenues $ 67,593 $ 28,848 $ 223,564 $ 53,674
Percentage of revenue 100.00% 100.00% 100.00% 100.00%
Accounts receivable, trade
Customer B [Member]        
Concentration Risk [Line Items]        
Revenues     $ 10,338
Percentage of revenue     19.00%
Accounts receivable, trade
v3.23.3
SCHEDULE OF VENDOR CONCENTRATION RISK (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Concentration Risk [Line Items]        
Cost of revenues     $ 39,007 $ 19,813
Product Concentration Risk [Member] | Revenue Benchmark [Member]        
Concentration Risk [Line Items]        
Cost of revenues $ 5,290 $ 5,566 $ 39,007 $ 19,813
Percentage of cost of revenue 100.00% 100.00% 100.00% 100.00%
Accounts payable trade
Product Concentration Risk [Member] | Vendor A [Member] | Revenue Benchmark [Member]        
Concentration Risk [Line Items]        
Cost of revenues $ 5,566 $ 33,570 $ 19,813
Percentage of cost of revenue 100.00% 86.00% 100.00%
Accounts payable trade
Product Concentration Risk [Member] | Vendor B [Member] | Revenue Benchmark [Member]        
Concentration Risk [Line Items]        
Cost of revenues $ 5,290 $ 5,437
Percentage of cost of revenue 100.00% 14.00%
Accounts payable trade
v3.23.3
CONCENTRATION OF RISK (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Concentration Risk [Line Items]        
Cost of Revenue     $ 39,007 $ 19,813
Revenue Benchmark [Member] | Product Concentration Risk [Member]        
Concentration Risk [Line Items]        
Cost of Revenue $ 5,290 $ 5,566 39,007 19,813
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Seven Customers [Member]        
Concentration Risk [Line Items]        
Total Revenue 67,593      
Revenue Benchmark [Member] | Product Concentration Risk [Member] | One Customer [Member]        
Concentration Risk [Line Items]        
Total Revenue   28,848    
Revenue Benchmark [Member] | Product Concentration Risk [Member] | No Customer [Member]        
Concentration Risk [Line Items]        
Total Revenue     223,564  
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Two Customers [Member]        
Concentration Risk [Line Items]        
Total Revenue       53,674
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Single Vendor [Member]        
Concentration Risk [Line Items]        
Cost of Revenue $ 5,290 $ 5,566    
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Two Vendor [Member]        
Concentration Risk [Line Items]        
Cost of Revenue     $ 39,007 $ 19,813
v3.23.3
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]        
Computed expected expenses/(benefits)     (25.00%) 25.00%
Effect of foreign tax rate difference     2.00% (2.00%)
Deferred tax assets not recognized     24.00% (23.00%)
Temporary difference not recognized     (1.00%)
Income tax expense    
PRC statutory tax rate     25.00% 25.00%
Computed expected expenses/(benefits)     $ (34,961) $ (20,147)
Effect of foreign tax rate difference     2,369 1,881
Deferred tax assets not recognized     34,203 18,266
Temporary difference not recognized     (1,373)
Income tax expense $ 238
v3.23.3
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Less: valuation allowance $ (116,698) $ (84,047)
Deferred tax assets
UNITED STATES    
Deferred tax assets, net operating loss carryforwards 66,095 57,096
HONG KONG    
Deferred tax assets, net operating loss carryforwards 732 606
CHINA    
Deferred tax assets, net operating loss carryforwards $ 49,871 $ 26,345
v3.23.3
INCOME TAXES (Details Narrative)
$ in Millions
9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2023
CNY (¥)
Sep. 30, 2023
HKD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Current tax rate 25.00% 25.00% 25.00% 25.00%  
Foreign income tax rate (2.00%) (2.00%) (2.00%) 2.00%  
Tax amount $ 1,373      
Income tax rate  
Deferred tax assets, valuation allowance $ 116,698       $ 84,047
UNITED STATES          
Current tax rate 21.00% 21.00% 21.00%    
HONG KONG          
Current tax rate 8.25% 8.25% 8.25%    
Foreign income tax rate 16.50% 16.50% 16.50%    
Tax amount $ 258,000   $ 2    
CHINA          
Income tax rate 25.00% 25.00% 25.00%    
Value added tax rate differential 3.00% 3.00% 3.00%    
PRC revenue | ¥   ¥ 5,000,000      
Value added tax, percentage 1.00% 1.00% 1.00%    
v3.23.3
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Segment Reporting Information [Line Items]          
Revenue $ 67,593 $ 28,848 $ 223,564 $ 53,674  
Cost of revenue     (39,007) (19,813)  
Selling and distribution expenses (495)  
General and administrative expenses (128,552) (42,061) (275,520) (114,460)  
Loss from operations (66,249) (18,779) (91,458) (80,599)  
Total assets 262,420 82,610 262,420 82,610 $ 391,291
Capital expenditure  
UNITED STATES          
Segment Reporting Information [Line Items]          
Revenue        
Cost of revenue        
Selling and distribution expenses        
General and administrative expenses     (42,852)    
Loss from operations     (42,852)    
Total assets 5,486   5,486    
Capital expenditure      
CHINA          
Segment Reporting Information [Line Items]          
Revenue     223,564 53,674  
Cost of revenue     (39,007) (19,813)  
Selling and distribution expenses     (495)    
General and administrative expenses     (232,668) (114,460)  
Loss from operations     (48,606) (80,599)  
Total assets 256,934 82,610 256,934 82,610  
Capital expenditure  
BCBF Trading Business [Member]          
Segment Reporting Information [Line Items]          
Revenue     57,622 34,562  
Cost of revenue     (33,571) (19,813)  
Selling and distribution expenses     (495)    
General and administrative expenses     (139,759) (114,460)  
Loss from operations     (116,203) (99,711)  
Total assets 262,420 82,610 262,420 82,610  
Capital expenditure  
Online Retailing Business [Member]          
Segment Reporting Information [Line Items]          
Revenue     97,744 19,112  
Cost of revenue      
Selling and distribution expenses        
General and administrative expenses     (21,229)  
Loss from operations     76,515 19,112  
Total assets  
Capital expenditure  
Beauty Products Trading Business [Member]          
Segment Reporting Information [Line Items]          
Revenue     68,198    
Cost of revenue     (5,436)    
Selling and distribution expenses        
General and administrative expenses     (114,532)    
Loss from operations     (51,770)    
Total assets      
Capital expenditure      
v3.23.3
SEGMENT REPORTING (Details Narrative)
9 Months Ended
Sep. 30, 2023
Integer
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.23.3
SCHEDULE OF GAIN ON DISPOSITION (Details) - XMYC Trading Co Limited [Member]
Sep. 22, 2023
USD ($)
$ / shares
Restructuring Cost and Reserve [Line Items]  
Cash and cash equivalents $ 4,111
Deposits paid, prepayments and other receivables 10,901
Property, plant and equipment, net 337
Intangible asset 6,227
Receipt in advance (5,506)
Accrued liabilities, other payables and deposits received (18,599)
Foreign currency translation loss (757)
Shareholders’ Deficit of XMYC $ (3,286)
Fair value of consideration | $ / shares $ (0.01)
Gain on disposition $ (3,286)
v3.23.3
Disposal of subsidiary (Details Narrative) - XMYC Trading Co Limited [Member]
Sep. 25, 2023
$ / shares
Sep. 25, 2023
¥ / shares
Sep. 22, 2023
USD ($)
$ / shares
Sep. 22, 2023
¥ / shares
Restructuring Cost and Reserve [Line Items]        
Acquisition percentage     100.00%  
Per share price | (per share) $ 0.01 ¥ 0.1 $ 0.01 ¥ 0.1
Gain on disposition     $ 3,286  

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