UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For
the quarterly period ended September 30, 2023
☐
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: 000-51060
CHINA
HEALTH INDUSTRIES HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware | | 86-0827216 |
(State or other jurisdiction of | | (IRS Employer |
incorporation or organization) | | Identification No.) |
3199-1 Longxiang Road, Songbei District Harbin City, Heilongjiang Province People’s Republic of China | | 150028 |
(Address of principal executive offices) | | (Zip Code) |
86-451-88100688
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act: None.
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Not Applicable | | Not Applicable | | Not Applicable |
Indicate
by check mark whether the issuer (1) 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 every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 ☒
As
of November 21, 2023, there were 65,539,737 shares of common stock, $0.0001 par value per share, issued and outstanding.
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
CHINA
HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
IN
US DOLLARS
| |
September
30, 2023
(Unaudited) | | |
June 30,
2023
(Audited) | |
ASSETS | |
| | |
| |
| |
| | |
| |
Current assets | |
| | |
| |
Cash and cash
equivalents | |
$ | 12,468 | | |
$ | 47,246 | |
Accounts receivable, net | |
| - | | |
| - | |
Inventory | |
| 2,330 | | |
| 40,608 | |
Other receivables, net | |
| 6,172 | | |
| 1,921 | |
Advances to suppliers | |
| 201,741 | | |
| 198,157 | |
Prepaid
investment funds | |
| 40,433,114 | | |
| 40,682,360 | |
Total
current assets | |
$ | 40,655,825 | | |
$ | 40,970,292 | |
| |
| | | |
| | |
Property, plants and equipment,
net | |
| 2,624,012 | | |
| 2,727,170 | |
Intangible assets, net | |
| 951,467 | | |
| 964,775 | |
Construction
in progress | |
| 417,518 | | |
| 420,092 | |
Total
assets | |
$ | 44,648,822 | | |
$ | 45,082,329 | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued
expenses | |
$ | 285,182 | | |
$ | 286,902 | |
Other payables | |
| 101,433 | | |
| 94,293 | |
Advances from customers | |
| 164,713 | | |
| 208,966 | |
Related party debts | |
| 5,161,097 | | |
| 5,154,024 | |
Wages payable | |
| 103,390 | | |
| 90,990 | |
Taxes
payable | |
| 145,030 | | |
| 137,585 | |
Total
current liabilities | |
$ | 5,960,845 | | |
$ | 5,972,760 | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Common stock, ($0.0001 par value per share, 300,000,000 shares authorized, 65,539,737 and 65,539,737 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively) | |
| 6,554 | | |
| 6,554 | |
Additional paid-in capital | |
| 521,987 | | |
| 521,987 | |
Accumulated other comprehensive
income | |
| (2,984,796 | ) | |
| (2,745,558 | ) |
Statutory reserves | |
| 38,679 | | |
| 38,679 | |
Retained
earnings | |
| 41,105,553 | | |
| 41,287,907 | |
Total
stockholders’ equity | |
$ | 38,687,977 | | |
$ | 39,109,569 | |
| |
| | | |
| | |
Total
liabilities and equity | |
$ | 44,648,822 | | |
$ | 45,082,329 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CHINA
HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
IN US DOLLARS
(UNAUDITED)
|
|
For the Three Months Ended |
|
|
|
September 30,
2023 |
|
|
September 30,
2022 |
|
|
|
|
|
|
|
|
REVENUE |
|
$ |
38,300 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
COST OF GOODS SOLD |
|
|
38,300 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT (LOSS) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
89,443 |
|
|
|
334,846 |
|
Depreciation and amortization expenses |
|
|
94,514 |
|
|
|
155,877 |
|
Total operating expenses |
|
|
183,957 |
|
|
|
490,723 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
|
(183,957 |
) |
|
|
(490,723 |
) |
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSES) |
|
|
|
|
|
|
|
|
Interest income |
|
|
1,804 |
|
|
|
34,483 |
|
Interest expenses |
|
|
(1 |
) |
|
|
- |
|
Bank charges |
|
|
(200 |
) |
|
|
(205 |
) |
Total other income, net |
|
|
1,603 |
|
|
|
34,278 |
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
|
(182,354 |
) |
|
|
(456,445 |
) |
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
|
(182,354 |
) |
|
|
(456,445 |
) |
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
(239,238 |
) |
|
|
(2,510,811 |
) |
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS |
|
$ |
(421,592 |
) |
|
$ |
(2,967,256 |
) |
|
|
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & diluted earnings per share |
|
$ |
(0.0028 |
) |
|
$ |
(0.0070 |
) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
Basic & diluted weighted average shares outstanding |
|
|
65,539,737 |
|
|
|
65,539,737 |
|
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CHINA HEALTH INDUSTRIES HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
IN
US DOLLARS
(UNAUDITED)
| |
Common Shares | | |
Additional Paid-in | | |
Retained | | |
Statutory | | |
Accumulated Other Comprehensive | | |
Total Stockholders’ | | |
Non-controlling | | |
Total | |
| |
Shares | | |
Amount | | |
Capital | | |
Earnings | | |
Reserve | | |
Income (loss) | | |
Equity | | |
Interest | | |
Equity | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, June 30, 2022 | |
| 65,539,737 | | |
$ | 6,554 | | |
$ | 521,987 | | |
| 41,696,679 | | |
| 38,679 | | |
| 538,820 | | |
| 42,802,719 | | |
| - | | |
| 42,802,719 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (456,445 | ) | |
| - | | |
| - | | |
| (456,445 | ) | |
| - | | |
| (456,445 | ) |
Other comprehensive loss - Translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,510,811 | ) | |
| (2,510,811 | ) | |
| - | | |
| (2,510,811 | ) |
Balance, September 30, 2022 | |
| 65,539,737 | | |
$ | 6,554 | | |
$ | 521,987 | | |
$ | 41,240,234 | | |
$ | 38,679 | | |
$ | (1,971,991 | ) | |
$ | 39,835,463 | | |
$ | - | | |
$ | 39,835,463 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2023 | |
| 65,539,737 | | |
| 6,554 | | |
| 521,987 | | |
| 41,287,907 | | |
| 38,679 | | |
| (2,745,558 | ) | |
| 39,109,569 | | |
| - | | |
| 39,109,569 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (182,354 | ) | |
| - | | |
| - | | |
| (182,354 | ) | |
| - | | |
| (182,354 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other comprehensive loss - Translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (239,238 | ) | |
| (239,238 | ) | |
| - | | |
| (239,238 | ) |
Balance, September 30, 2023 | |
| 65,539,737 | | |
| 6,554 | | |
| 521,987 | | |
| 41,105,553 | | |
| 38,679 | | |
| (2,984,796 | ) | |
| 38,687,977 | | |
| - | | |
| 38,687,977 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CHINA
HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN
US DOLLARS
(UNAUDITED)
| |
For
the Three Months Ended | |
| |
September
30, | | |
September
30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating
Activities | |
| | |
| |
Net loss from
operations | |
$ | (182,354 | ) | |
$ | (456,445 | ) |
Adjustments to reconcile
net income (loss) to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization
expenses | |
| 94,514
| | |
| 155,877 | |
Changes in operating assets
and liabilities, | |
| | | |
| | |
Other receivables | |
| (4,290 | ) | |
| 1,309 | |
Inventory | |
| 38,300 | | |
| 22,518 | |
Advances to suppliers
and prepaid expenses | |
| (4,831 | ) | |
| 4,836 | |
Accounts payables and
accrued expenses | |
| - | | |
| (2,387 | ) |
Advances from customers
and other payables | |
| (35,921 | ) | |
| 1,099,342 | |
Amounts due to related
parties | |
| 38,457 | | |
| (803,414 | ) |
Wages payable | |
| 13,050 | | |
| (26,903 | ) |
Taxes
payable | |
| 8,347 | | |
| (12,267 | ) |
Net
cash used in operating activities | |
| (34,728 | ) | |
| (17,534 | ) |
| |
| | | |
| | |
Cash Flows from Investing
Activities | |
| | | |
| | |
Net
cash (used in)/provided by investing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Cash Flows from Financing
Activities | |
| | | |
| | |
Net
cash (used in)/provided by financing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Effect of exchange rate changes on cash
and cash equivalents | |
| (50 | ) | |
| (2,652,301 | ) |
| |
| | | |
| | |
Net decrease in cash and
cash equivalents | |
| (34,778 | ) | |
| (2,669,835 | ) |
| |
| | | |
| | |
Cash
and cash equivalents, beginning balance | |
| 47,246 | | |
| 44,789,999 | |
Cash and cash equivalents,
closing balance | |
| 12,468 | | |
| 42,120,164 | |
| |
| | | |
| | |
Supplemental cash flow information | |
| | | |
| | |
Cash
paid for income taxes | |
$ | - | | |
$ | - | |
Cash
paid for interest expenses | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash activities: | |
| | | |
| | |
Loan
from related party for the construction of a facility | |
$ | - | | |
$ | - | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CHINA
HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
1 - ORGANIZATION AND BUSINESS BACKGROUND
China
Health Industries Holdings, Inc. (“China Health US”) was incorporated in the State of Arizona on July 11, 1996 and was the
successor of the business known as Arizona Mist, Inc. which began in 1989. On May 9, 2005, it entered into a stock purchase agreement
and Share Exchange (effecting a reverse merger) with Edmonds 6, Inc. (“Edmonds 6”), a Delaware corporation, and changed its
name to Universal Fog, Inc. Pursuant to this agreement, Universal Fog, Inc. (which has been in continuous operation since 1996) became
a wholly-owned subsidiary of Edmonds 6.
China
Health Industries Holdings Limited (“China Health HK”) was incorporated on July 20, 2007 in Hong Kong under the Companies
Ordinance as a limited liability company. China Health HK was formed for the purpose of seeking and consummating a merger or acquisition
with a business entity organized as a private corporation, partnership, or sole proprietorship as defined by FASB ACS Topic 915 (“Development
Stage Entities”).
Harbin
Humankind Biology Technology Co., Limited (“Humankind”) was incorporated in Harbin City, Heilongjiang Province, the People’s
Republic of China (the “PRC”) on December 14, 2003, as a limited liability company under the Company Law of the PRC. Humankind
is engaged in the manufacturing and sale of health products.
On
August 20, 2007, the sole shareholder of China Health HK entered into a share purchase agreement (the “Share Purchase Agreement”)
with the owners of Humankind. Pursuant to the Share Purchase Agreement, China Health HK purchased 100% of the ownership in Humankind
for a cash consideration of $60,408 (the “Share Purchase”). Subsequent to the completion of the Share Purchase, Humankind
became a wholly-owned subsidiary of China Health HK. The Share Purchase was accounted for as a “reverse merger” since the
owner of Humankind owned a majority of the outstanding shares of China Health HK’s common stock immediately following the execution
of the Share Purchase Agreement, it was deemed to be the accounting acquirer in the reverse merger. Consequently, the assets and liabilities
and the historical operations that have been reflected in the financial statements for periods prior to the Share Purchase are those
of Humankind and have been recorded at the historical cost basis. After completion of the Share Purchase, China Health HK’s consolidated
financial statements include the assets and liabilities of both China Health HK and Humankind, the historical operations of Humankind,
and the operations of China Health HK and its subsidiaries from the closing date of the Share Purchase.
On
October 14, 2008, Humankind set up a 99% owned subsidiary, Harbin Huimeijia Medicine Company (“Huimeijia”), with its primary
business being manufacturing and distributing medicine. Mr. Xin Sun, the Company’s majority owner, owns 1% of Huimeijia. Huimeijia
is consolidated in the consolidated financial statements of China Health HK.
On
December 31, 2008, China Health HK entered into a reverse merger with Universal Fog, Inc., a U.S. publicly traded shell company (the
“Transaction”). China Health HK is the acquirer in the Transaction, and the Transaction has been treated as a recapitalization
of China Health US. After the Transaction and a 20:1 reverse stock split, Mr. Xin Sun owned 61,203,088 shares of common stock, representing
98.3% of the 62,234,737 total outstanding shares of common stock of China Health US. On April 7, 2009, Mr. Sun transferred 28,200,000
shares of common stock to 296 individuals, leaving him with 33,003,088 shares of common stock of China Health US, or approximately 53.03%
of the total outstanding shares of common stock. Universal Fog, Inc. changed its name to China Health Industries Holdings, Inc. on February
19, 2009.
On
November 22, 2013, Humankind completed the acquisition of Heilongjiang Huimeijia Pharmaceutical Co., Ltd. (“HLJ Huimeijia”)
for a total purchase price of $16,339,869 (RMB100,000,000). HLJ Huimeijia was founded on October 30, 2003, and is engaged in the manufacturing
and distribution of tincture, ointments, rubber paste (including hormones), topical solution, suppositories, liniment (including traditional
Chinese medicine extractions), enemas and oral liquids. HLJ Huimeijia’s predecessor is Heilongjiang Xue Du Pharmaceutical Co.,
Ltd., which has established its brand name in the market through its supply of high quality medical products. HLJ Huimeijia is categorized
as a “high and new technology” enterprise by the Science Technology Department in Heilongjiang Province. HLJ Huimeijia has
21 products which have been approved by, and have received approval numbers issued by, National Medical Products Administration, or NPMA
(formerly known as the China State Food and Drug Administration, or the CFDA). In addition, HLJ Huimeijia is the holder of one patent
for utility models, five patents for external design and three trademarks in China, including the Chinese brand name of “Xue Du”
which has an established reputation among customers in northeastern China.
On
December 24, 2014, Humankind entered into a stock transfer agreement (the “Original Agreement”) with Xiuzheng Pharmaceutical
Group Co., Ltd. a company incorporated under the laws of the PRC and located in Jilin province (“Xiuzheng Pharmacy” or the
“Buyer”), Mr. Xin Sun, the CEO of the Company, and Huimeijia, 99% owned by Humankind and 1% owned by Mr. Xin Sun. Pursuant
to the Original Agreement, Humankind and Mr. Xin Sun (the “Equity Holders”), would sell their respective equity interests
in Huimeijia to Xiuzheng Pharmacy.
On
February 9, 2015, the four parties entered into a supplementary agreement (the “Supplementary Agreement”) to modify the terms
of the Original Agreement, pursuant to which the Equity Holders and Huimeijia (collectively the “Asset Transferors”) would
sell only the 19 drug approval numbers (including the tablet, capsule, powder, mixture, oral liquid, syrup and oral solution under the
19 approval numbers; licenses including the original copies of Business License, Organization Code Certificate, Tax Registration Certificate,
Drug Production Permit and GMP Certificate, and other documents and original copies related to the production and operation of the 19
drugs) (the “Assets”) to Xiuzheng Pharmacy. The Equity Holders would have retained their equity interests in Huimeijia, but
would have pledged such equity interests to Xiuzheng Pharmacy until the Assets were transferred, at which time the cash consideration
would have been paid by the Buyer. Total cash consideration would have been the same as under the Original Agreement, i.e., RMB 8,000,000
(approximately $1,306,186) to the Asset Transferors. In the event that the Assets had failed to be transferred to the Buyer due to the
fault of the Asset Transferors, the paid consideration would have been returned to the Buyer with interest accrued. If the failure of
the transfer of the Assets were a result of changes in government policy or force majeure, the paid cash consideration would have been
returned to the Buyer but without any interest.
On
October 12, 2016, the four parties agreed to rescind the Supplementary Agreement and entered into a new supplementary agreement (the
“New Supplementary Agreement”), pursuant to which the four parties agreed to execute the transfer of the equity interests
based on the Original Agreement and the Equity Holders agreed to sell their respective equity interests in Huimeijia to Xiuzheng Pharmacy.
The transfer of 100% of the equity interests of Huimeijia to the Buyer was for total cash consideration of RMB 8,000,000 (approximately
$1,306,186) (the “Purchase Price”) to the Equity Holders. 40% of the Purchase Price was due within 10 business days after
the signing of the New Supplementary Agreement; 40% of the Purchase Price was due within 10 business days after the completion of the
changes in business registration described in the Original Agreement and Xiuzheng Pharmacy obtaining documents evidencing its ownership
on Huimeijia; 15% of the Purchase Price is due within 10 business days after the transfer of all of the Assets is approved by Heilongjiang
FDA; and 5% of the Purchase Price is due within 10 business days after all of the Assets have been transferred to Xiuzheng Pharmacy or
its designee, and Humankind and Mr. Xin Sun have instructed Xiuzheng Pharmacy to complete three-batches production of all forms of the
drugs included in the Assets. As of the date of this report, 80% of the Purchase Price has been paid, the Company has completed changes
in its business registration, and Xiuzheng Pharmacy has obtained a business license issued by the local State Administration of Industry
and Commerce in Harbin (“Harbin SAIC”) to Huimeijia, in which the ownership of Huimeijia has been recorded as held by Xiuzheng
Pharmacy, with Harbin SAIC and the legal representative (a person that is authorized to take most of the corporate actions on behalf
of a company under the corporate laws in China) of Huimeijia has been appointed by the Buyer.
On
June 27, 2023 (the “Signing Date”), Harbin Humankind Biology Technology Co., Limited (“Humankind”), a wholly
owned subsidiary of China Health Industries Holdings, Inc. (“China Health”), a corporation incorporated under the laws of
the State of Delaware, entered into certain equity transfer agreements (collectively, the “Agreements”) with Mr. Xin Sun
and Mr. Kai Sun (collectively, the “Sellers”). Pursuant to the Agreements, the Sellers agreed to transfer to Humankind 99%
and 1% of the equity interests of Heilongjiang HempCan Pharmaceuticals Co., Ltd. (“HempCan”), for a consideration of RMB292,050,000
(approximately $40,275,537) and RMB2,950,000 (approximately $406,824) respectively, totaling RMB295 million (approximately $40,682,360)
(collectively, the “Purchase Prices”). The Purchase Prices shall be fully paid to Sellers within 15 business days after the
Signing Date, and the Sellers shall complete certain registration procedures, such as change of equity ownership and change of business
registration within 15 business days after full Purchase Prices are received. If Humankind is late in paying the Purchase Prices, a 0.1%
per day late penalty on the amount of Purchase Prices that is paid late shall be paid to the Sellers. Mr. Xin Sun is China Health’s
Chairman, sole director and sole executive officer and Mr. Kai Sun is Mr. Xin Sun’s younger brother.
China
Health US, China Health HK, Humankind and HLJ Huimeijia are collectively referred herein to as the “Company.”
As
of September 30, 2023, the Company’s corporate structure was as follows:
Note
2 - SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
This
summary of the Company’s significant accounting policies is presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations of the Company’s management (“Management”), which
is responsible for the integrity and objectivity of the financial statements and notes. These accounting policies conform to generally
accepted accounting principles in the United States (“US GAAP”) and have been consistently applied in the preparation of
the unaudited condensed consolidated financial statements.
The
accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules
and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included
in financial statements prepared in accordance with US GAAP have been condensed or omitted as allowed by such rules and regulations,
and Management believes that the disclosures are sufficient so that the information presented is not misleading. These unaudited condensed
consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the year ended June 30, 2023. These unaudited condensed consolidated financial statements
include all adjustments which, in the opinion of Management, are necessary for a fair presentation of the financial position and the
results of operations of the Company. All such adjustments are of a normal and recurring nature. The results of operations of the Company
for the three months ended September 30, 2023 may not be indicative of results that may be expected for the year ended June 30, 2024.
Principles
of Consolidation
The
accompanying unaudited condensed consolidated financial statements include China Health US and its three subsidiary companies, namely
China Health HK, Humankind, and HLJ Huimeijia. All significant intercompany balances and transactions have been eliminated in consolidation
and combination.
On
November 22, 2013, China Health US, through its wholly owned subsidiary Humankind, completed the acquisition of HLJ Huimeijia. HLJ Huimeijia
and Humankind were and are under the common control of Mr. Xin Sun, the CEO of China Health US, before and after the date of transfer.
Humankind’s accounting policy adopted the guidance in ASC 805-50-05-5 for the transfer of net assets between entities under common
control to apply an accounting method similar to the pooling-of-interests method. Under this method, the financial statements of Humankind
shall report results of operations for the period in which the transfer occurs as though the transfer of net assets had occurred at the
beginning of the period. Results of operations for that period will thus comprise both those of the previously separate entities combined
from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end
of the period. Similarly, Humankind shall present statements of financial position and other financial information as of the beginning
of the period as though the assets and liabilities had been transferred at that date. Financial statements and financial information
of Humankind presented for prior years shall also be retrospectively adjusted to furnish comparative information.
Segment
Reporting
FASB
ASC Topic 280, “Segment Reporting,” established standards for reporting information about operating segments on a basis consistent
with the Company’s internal organizational structure as well as information about geographical areas, business segments and major
customers in financial statements for details on the Company’s business segments. The Company has three reportable operating segments:
Humankind, HLJ Huimeijia and Others. The segments are grouped based on the types of products provided.
Fair
Value of Financial Instruments
The
provisions of accounting guidance, FASB ASC Topic 820 that applies to the Company requires all entities to disclose the fair value of
financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to
estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties.
Fair
Value Measurements
FASB
ASC Topic 820, “Fair Value Measurements and Disclosures”, clarifies the definition of fair value for financial reporting,
establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements.
Various
inputs are considered when determining the fair value of the Company’s debt. The inputs or methodologies used for valuing securities
are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three
broad levels listed below:
| Level
1 – | observable
market inputs that are unadjusted quoted prices for identical assets or liabilities in active
markets. |
| Level
2 – | other
significant observable inputs, including quoted prices for similar securities, interest rates,
credit risk, etc. |
| Level
3 – | significant
unobservable inputs, including the Company’s own assumptions in determining the fair
value of investments. |
The
carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or a nonrecurring basis. Financial
assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The
Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets
and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.
The Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods.
The
availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors, including the
type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial
instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants,
and the valuation does not require significant discretion of Management. For other financial instruments, pricing inputs are less observable
in the market and may require judgment of Management.
Translation
of Foreign Currencies
Humankind and HLJ Huimeijia
maintain their books and accounting records in PRC currency “Renminbi” (“RMB”), which has been determined as the
functional currency. The functional currency of China Health HK is the Hong Kong Dollar (“HKD”).
Transactions
denominated in currencies other than the functional currencies are recorded at the exchange rates prevailing on the date of the transactions,
as quoted by the Federal Reserve Board. Foreign currency exchange gains and losses resulting from these transactions are included in
operations.
Humankind, HLJ Huimeijia and
China Health Hong Kong’s financial statements are translated into the reporting currency, the United States Dollar (“USD”).
Assets and liabilities of the above entities are translated at the prevailing exchange rate at each reporting period end date. Contributed
capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated
at the average rate of exchange during the reporting period. Translation adjustments resulting from the translation of these financial
statements are reflected as accumulated other comprehensive income in shareholders’ equity and non-controlling interests.
Statement
of Cash Flows
In
accordance with Statement FASB ASC Topic 230, “Statement of Cash Flows”, cash flow from the Company’s operations is
calculated based upon the local currencies and translated to the reporting currency using an average foreign exchange rate for the reporting
period. As a result, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily be the same
as the corresponding balances on the balance sheets.
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with US GAAP requires Management to make estimates and judgments that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and
on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of
future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur,
as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Significant
estimates and assumptions by Management include, among others, useful life of long-lived assets and intangible assets, valuation of inventory,
accounts receivable and notes receivable, impairment analysis of long-lived assets, construction in progress, intangible assets, and
deferred taxes. While Management believes that the estimates and assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of
revisions are reflected in the financial statements in the period they are determined to be necessary.
Cash
and Cash Equivalents
Cash
and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments
which are unrestricted as to withdrawal or use and which have original maturities of three months or less at the time of purchase.
As
of September 30, 2023 and June 30, 2023, the Company’s uninsured bank balances were mainly maintained at financial institutions
located in the PRC and Hong Kong. The uninsured bank balances were $12,468 and $47,246 as of September 30, 2023 and June 30, 2023, respectively.
The Company had no insured bank balances as of September 30, 2023 and June 30, 2023.
Accounts
Receivable
Accounts
receivable is recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the
ordinary course of business, but mitigates the associated risks by performing credit checks and actively pursuing past due accounts.
An allowance for doubtful accounts is established and determined based on Management’s assessment of known requirements, aging
of receivables, payment and bad debt history, the customer’s current credit worthiness, changes in customer payment patterns and
the economic environment. From November 1, 2013, the Company changed its credit policy by offering ninety (90) day payment terms for
sales agents. As of September 30, 2023 and June 30, 2023, the balances of accounts receivable were $nil and $nil, respectively. The Company
determines the allowance based on aging data, historical collection experience, customer specific facts, and economic conditions. Account
balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered
remote. The Company evaluated the nature of all accounts receivable then provided allowance for doubtful accounts. The Company has determined
that an allowance of $50,874 and $51,188 was appropriate as of September 30, 2023 and June 30, 2023, respectively.
Advances
to Suppliers
The
Company periodically makes advances to certain vendors for purchases of raw materials or to service providers for services relating to
construction plans for its plants, equipment and production lines for GMP upgrading, and records these payments as advances to suppliers.
As of September 30, 2023 and June 30, 2023, advances to suppliers amounted to $201,741 and $198,157 , respectively.
Inventory
Inventory
consists of raw materials, work in progress, and finished goods or manufactured products.
Inventory
is stated at the lower of either cost or market value and consists of materials, labor and overhead. HLJ Huimeijia uses the weighted
average method for inventory valuation. The other subsidiaries of the Company use the first-in, first-out (“FIFO”) method
for inventory valuation. Overhead costs included in finished goods include direct labor costs and other costs directly applicable to
the manufacturing process. The Company evaluates inventory for excess, slow moving, and obsolete inventory, as well as inventory the
value of which is in excess of its net realizable value. This evaluation includes analysis of sales levels by product and projections
of future demand. If future demand or market conditions are less favorable than the Company’s projections, a write-down of inventory
may be required, and would be reflected in cost of goods sold in the period the revision is made. The inventory allowance in the amounts
of $nil and $nil were provided for as of September 30, 2023 and June 30, 2023, respectively.
Impairment
of Long-Lived Assets
The
Company’s long-lived assets and other assets are reviewed for impairment in accordance with the guidance of the FASB ASC Topic
360-10, “Property, Plant, and Equipment”, and FASB ASC Topic 205, “Presentation of Financial Statements”. The
Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that
the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of
the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair
value. Impairment evaluations involve Management’s estimates on asset useful life and future cash flows. Actual useful life and
cash flows could be different from those estimated by Management, which could have a material effect on the Company’s reporting
results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models,
quoted market values, and third-party independent appraisals, as considered necessary. As of September 30, 2023 and June 30, 2023, the
Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company’s
products or services will continue, which could result in an impairment of long-lived assets in the future.
Property,
Plants and Equipment
Property,
plants and equipment are carried at the lower of either cost or fair value. Maintenance, repairs and minor renewals are expensed as incurred,
and major renewals and improvements that extend the life or increases the capacity of plant assets are capitalized.
When
assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses
are included in the results of operations in the reporting period of disposition.
Depreciation
is calculated on a straight-line basis over the estimated useful life of the assets. The depreciable life applied are:
Buildings, Warehouses
and Improvements |
|
20 to 30 years |
Office Equipment |
|
3 to 7 years |
Vehicles |
|
5 to15 years |
Machinery and Equipment |
|
7 to 15 years |
Intangible
Assets
The
Company evaluates intangible assets in accordance with FASB ASC Topic 350, “Intangibles — Goodwill and Other”. Intangible
assets deemed to have indefinite life are not amortized, but are subject to annual impairment tests. If the assumptions and estimates
used to allocate the purchase price are not correct, or if business conditions change, purchase price adjustments or future asset impairment
charges could be required. The value of the Company’s intangible assets could be impacted by future adverse changes such as: (i)
any future declines in the Company’s operating results, (ii) a decline in the valuation of technology, including the valuation
of the Company’s common stock, (iii) a significant slowdown in the worldwide economy, or (iv) any failure to meet the performance
projections included in the Company’s forecasts of future operating results. In accordance with FASB ASC Topic 350, the Company
tests intangible assets for impairment on an annual basis or more frequently if the Company believes indicators of impairment exist.
Impairment evaluations involve Management’s estimates of asset useful life and future cash flows. Significant judgment of Management
is required in the forecasts of future operating results that are used in the evaluations. It is possible, however, that the plans and
estimates used may be incorrect. If the Company’s actual results, or the plans and estimates used in future impairment analysis,
are lower than the original estimates used to assess the recoverability of these assets, the Company could incur additional impairment
charges in a future period. Based on such evaluations, there was no impairment recorded for intangible assets, for the three months ended
September 30, 2023 and 2022, respectively.
Construction
in Progress
Construction
in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant
facilities. Costs classified as construction in progress include all costs of obtaining the asset and bringing it to the location and
condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the assets are
completed and are placed into service.
The
Company reviews the carrying value of construction in progress for impairment whenever events and circumstances indicate that the carrying
value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
In cases where undiscounted expected future cash flows are less than the carrying value of the assets, an impairment loss is recognized
equal to an amount by which the carrying value exceeds the fair value of the assets. The factors considered by Management in performing
this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of
obsolescence, demand, competition, and other economic factors. Based on this assessment, there was no impairments recorded for construction
in progress, for the three months ended September 30, 2023 and 2022, respectively. However, there can be no assurances that demand for
the Company’s products or services will continue, which could result in an impairment of long-lived assets in the future.
Revenue
Recognition
The
Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is identified in
any contract and transferred to its customers. Control is generally transferred when the Company has a present right to payment and title
and the significant risks and rewards of ownership of products or services are transferred to its customers while performance obligation
are completed. For most of the Company’s products net sales, control transfers when products are shipped and transaction price
are determined. The majority of the Company’s revenue relates to the sale of inventory to customers, and revenue is recognized
when control of the products or services is transferred to its customers that reflects the performance obligations are properly allocated
with transaction price and satisfied in the contract. Given the nature of the Company’s business and the applicable rules guiding
revenue recognition, the Company’s revenue recognition practices do not contain estimates that materially affect the results of
operations. The Company records revenue at the discounted selling price and allows its customers to return products for exchange or credit
subject to certain limitations. A provision for such returns is recorded based upon historical experience. There has been no provision
recorded for returns based upon historical experience for the three months ended September 30, 2023 and 2022, respectively.
Cost
of Goods Sold
Cost
of goods sold consists primarily of the costs of raw materials, freight charges, direct labor, depreciation of plants and machinery,
warehousing and overhead costs associated with the manufacturing process, and commission expenses.
Income
Taxes
The
Company adopts FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method,
deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities
and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods
in which the differences are expected to affect taxable income. A valuation allowance is established for deferred tax assets if it is
more likely than not that these items will either expire before the Company is able to realize the benefits or that future deductibility
is uncertain.
Under
ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first
step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution
of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that
meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position
is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions
that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in
which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized
in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to
underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosures and transition.
As
a result of the implementation of FIN 48 (ASC 740-10), the Company undertook a comprehensive review of its portfolio of tax positions
in accordance with recognition standards established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities
or stockholders’ equity as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s
financial statements.
The
application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations
themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court
rulings. Therefore, the actual liability may be materially different from the Company’s estimates, which could result in the need
to record additional tax liabilities or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.
Enterprise
Income Tax
Under
the Provisional Regulations of the PRC Concerning Income Tax on Enterprises promulgated by the PRC (the “EIT Law”), income
tax is payable by enterprises at a rate of 25% of their taxable income.
Value
Added Tax
The
Provisional Regulations of the PRC Concerning Value Added Tax promulgated by the State Council came into effect on January 1, 1994. Under
these regulations and the Implementing Rules of the Provisional Regulations of the PRC Concerning Value Added Tax, value added tax (“VAT”)
is imposed on goods sold in, or imported into, the PRC and on processing, repair and replacement services provided within the PRC.
VAT
payable in the PRC is charged on an aggregated basis at a rate of 13% or 16% (depending on the type of goods involved) on the full price
collected for the goods sold or, in the case of taxable services provided, at a rate of 16% on the charges for the taxable services provided,
but excluding, in respect of both goods and services, any amount paid in respect of VAT included in the price or charges, and less any
deductible VAT already paid by the taxpayer on purchases of goods and services in the same financial year. As of September 30, 2023 and
June 30, 2023, VAT payables were $42,606 and $37,119, respectively.
Sales-Related
Taxes
Pursuant
to the tax law and regulations of the PRC, the Company is obligated to pay 7% and 5% of the annual aggregate VAT paid by the Company
as taxes for the purposes of maintaining and building cities and educational facilities, which fees are included as sales-related taxes.
Sales-related taxes are recorded when sales revenue is recognized. Sales-related taxes were $nil and $nil for the three months ended
September 30, 2023 and 2022, respectively.
Concentrations
of Business and Credit Risks
All
of the Company’s manufacturing is located in the PRC. There can be no assurance that the Company will be able to successfully continue
to manufacture its products and failure to do so would have a material adverse effect on the Company’s financial position, results
of operations and cash flows. Moreover, the success of the Company’s operations is subject to numerous contingencies, some of which
are beyond management’s control. These contingencies include general economic conditions, prices of raw materials, competition,
governmental and political conditions, and changes in regulations. Since the Company is dependent on trade in the PRC, the Company is
subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be
subject to the risks of restrictions on transfer of funds, domestic customs, changing taxation policies, foreign exchange restrictions,
and political and governmental regulations. The Company operates in China, which may give rise to significant foreign currency risks
from fluctuations and the degree of volatility of foreign exchange rates between U.S. dollars and the Chinese currency RMB. The results
of operations denominated in foreign currency are translated at the average rate of exchange during the reporting periods.
Earnings
Per Share
Basic
earnings per common share are computed by dividing net earnings applicable to common shareholders by the weighted-average number of common
shares outstanding during the period. When applicable, diluted earnings per common share is determined using the weighted-average number
of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that
might be issued upon exercise of common stock options and warrants. For the three months ended September 30, 2023 and 2022, the Company
had no potential dilutive common stock equivalents outstanding.
Potential
common shares issued are calculated using the treasury stock method, which recognizes the use of proceeds that could be obtained upon
the exercise of options and warrants in computing diluted earnings per share. It assumes that any proceeds would be used to purchase
common stock at the average market price of the common stock during the period.
FASB
ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted
earnings per share (EPS) computations.
Recent
Accounting Pronouncements
In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial
Instruments (ASU 2016-13). The main objective of the standard is to provide financial statement users with more decision-useful information
about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting
date. In issuing this standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses.
The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model,
referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses
and measured at amortized cost, and (2) certain off-balance sheet credit exposures. The standard is applicable to loans, accounts receivable,
trade receivables, and other financial assets measured at amortized cost, loan commitments and certain other off-balance sheet credit
exposures, debt securities (including those held-to-maturity) and other financial assets measured at fair value through other comprehensive
income, and beneficial interests in securitized financial assets. The CECL model does not apply to available-for-sale debt securities.
For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do
today, except that the credit losses will be recognized as allowances rather than reductions in the amortized cost of the securities.
Accordingly, the new methodology will be utilized when assessing the Company’s financial instruments for impairment. As a result,
entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as
they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also
expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan
and lease losses. ASU 2016-13 is effective for years beginning after December 15, 2019, including interim periods within those fiscal
years under a modified retrospective approach. Early adoption is permitted for the periods beginning after December 15, 2018. The Company
adopted the guidance from July 1, 2020. The Company finalized its analysis and the adoption of this guidance has no material impact on
the Company’s consolidated financial statements and its internal controls over financial reporting.
In
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement (ASU 2018-13), which modifies the disclosure requirements on fair value measurements, including
removing the requirement to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy,
(2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements. ASU 2018-13
also added new disclosures including the requirement to disclose (a) the changes in unrealized gains and losses for the period included
in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (b) the range
and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for
fiscal years (and interim reporting periods within those years) beginning after December 15, 2019 and early adoption is permitted. This
standard will only impact the disclosures pertaining to fair value measurements. The Company adopted the guidance from July 1, 2020.
The Company finalized its analysis and the adoption of this guidance has no material impact on the Company’s consolidated financial
statements and its internal controls over financial reporting.
NOTE
3 - ACCOUNTS RECEIVABLE
The
Company’s accounts receivable was $nil and $nil, net of allowances for doubtful accounts amounting to $50,874 and $51,188, as of
September 30, 2023 and June 30, 2023, respectively.
NOTE
4 - INVENTORY
Inventory
consisted of following:
| |
September 30, | | |
June 30, | |
| |
2023 | | |
2023 | |
Raw Materials | |
$ | 1,552 | | |
$ | 1,769 | |
Supplies and Packing Materials | |
| - | | |
| - | |
Work-in-Progress | |
| - | | |
| - | |
Finished Goods | |
| 778 | | |
| 575 | |
Self-made semi finished
goods | |
| - | | |
| 38,264 | |
Total | |
$ | 2,330 | | |
$ | 40,608 | |
The
inventory allowance in the amounts of $nil and $nil was provided for as of September 30, 2023 and June 30, 2023, respectively.
NOTE
5 - CONSTRUCTION IN PROGRESS
Construction
in progress from the continuing operations of the Company consisted of the following:
| |
September 30, | | |
June 30, | |
| |
2023 | | |
2023 | |
Plant -
HLJ Huimeijia | |
$ | 417,518 | | |
$ | 420,092 | |
Total | |
$ | 417,518 | | |
$ | 420,092 | |
On
April 6, 2012, HLJ Huimeijia entered into an agreement with a contractor for construction of the HLJ Huimeijia plant. The estimated total
cost of construction was approximately $1.86 million (RMB12,800,000). As of September 30, 2023, 71.36% of construction has been completed,
$1,251,891 (RMB 9,133,796) has been recorded as costs of construction in progress and construction in progress at an amount of $719,970
(RMB5,252,904) has been completed and converted into property, plant and equipment.
NOTE
6 - PROPERTY, PLANTS AND EQUIPMENT
Property,
plants and equipment consisted of the following:
| |
September 30, | | |
June 30, | |
| |
2023 | | |
2023 | |
Building, Warehouses and Improvements | |
$ | 3,745,213 | | |
$ | 3,768,300 | |
Machinery and Equipment | |
| 1,683,363 | | |
| 1,693,740 | |
Office Equipment | |
| 63,688 | | |
| 72,382 | |
Vehicles | |
| 59,284 | | |
| 75,117 | |
Others | |
| 883,777 | | |
| 889,225 | |
Less: Accumulated Depreciation | |
| (3,811,313 | ) | |
| (3,771,594 | ) |
Total | |
$ | 2,624,012 | | |
$ | 2,727,170 | |
Depreciation expenses was $87,064 and $38,544 for the three months
ended September 30, 2023 and 2022, respectively. Depreciation expenses charged to operations was $87,064 and $38,544 for the three months
ended September 30, 2023 and 2022, respectively. Depreciation expenses charged to cost of goods sold was $nil and $nil for the three
months ended September 30, 2023 and 2022, respectively.
NOTE
7 - INTANGIBLE ASSETS
The
following is a summary of intangible assets from the continuing operations of the Company:
| |
September 30,
2023 | | |
June 30,
2023 | |
Land Use Rights – Humankind | |
$ | 868,693 | | |
$ | 874,048 | |
Health Supplement Product Patents – Humankind | |
| 4,111,842 | | |
| 4,137,188 | |
Pharmaceutical Patents - HLJ Huimeijia | |
| 358,302 | | |
| 360,511 | |
Land Use Rights - HLJ Huimeijia | |
| 594,173 | | |
| 597,836 | |
Less: Accumulated Amortization | |
| (4,981,543 | ) | |
| (5,004,808 | ) |
Total | |
$ | 951,467 | | |
$ | 964,775 | |
All
land in the PRC belongs to the government of the PRC. Enterprises and individuals can pay the PRC government a fee to obtain the right
to use a piece of land for commercial purposes or residential purposes for an initial period of 50 years or 70 years. These land use
rights can be sold, purchased, and exchanged in the market. The successive owner of the land use right will have the right to use the
land for the time remaining on the initial period. The patent has amortized life of 10 years.
Amortization
expenses was $7,450 and $117,333 for the three months ended September 30, 2023 and 2022, respectively.
NOTE
8 - RELATED PARTY DEBTS
Related
party debts, which represent temporary short-term loans from Mr. Xin Sun and Mr. Kai Sun, consisted of the following:
| |
September 30,
2023 | | |
June 30,
2023 | |
Mr. Xin Sun | |
$ | 5,129,047 | | |
$ | 5,121,776 | |
Mr. Kai Sun | |
| 32,050 | | |
| 32,248 | |
Total | |
$ | 5,161,097 | | |
$ | 5,154,024 | |
These
loans are unsecured, non-interest bearing, and have no fixed terms of repayment; therefore, they are deemed payable on demand. Mr. Kai
Sun is a PRC citizen and a family member of Mr. Xin Sun, the CEO of the Company.
NOTE
9 - INCOME TAXES
(a)
Corporate income taxes
United
States
China
Health US was organized in the United States. China Health US had no taxable income for US income tax purposes for the three months ended
September 30, 2023 and 2022. As of September 30, 2023 China Health US had a net operating loss carry forward for United States income
tax purposes. Net operating loss carry forwards are available to reduce future years’ taxable income. Management believes that
the realization of the benefits from these losses appears uncertain due to the Company’s operating history and the continued losses
of its US entity. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero.
There were no changes in the valuation allowance for the three months ended September 30, 2023 and 2022. Management reviews this valuation
allowance periodically and makes adjustments accordingly.
Hong
Kong
China
Health HK was incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising
in or derived from Hong Kong. No provision for income taxes have been made because China Health HK had no taxable income in Hong Kong.
People’s
Republic of China
Under
the EIT Law, the standard EIT rate is 25%. The PRC subsidiaries of the Company are subject to PRC income taxes on an entity basis on
income arising in or derived from the tax jurisdiction in which they operate.
The
provision for income taxes of the Company consisted of the following for the three months ended September 30, 2023 and 2022:
| |
For the Three
Months Ended | |
| |
September 30, | |
| |
2023 | | |
2022 | |
Current provision: | |
| - | | |
| - | |
USA | |
$ | - | | |
$ | - | |
PRC | |
| - | | |
| - | |
Total current provision | |
| - | | |
| - | |
Deferred provision: | |
| - | | |
| - | |
USA | |
| - | | |
| - | |
PRC | |
| - | | |
| - | |
Total
deferred provision | |
| - | | |
| - | |
Total
provision for income taxes | |
$ | - | | |
$ | - | |
Significant
components of deferred tax assets of the Company were as follows:
| |
September 30, | | |
June 30, | |
| |
2023 | | |
2023 | |
Deferred tax assets | |
| | |
| |
Net operating loss carry forward | |
$ | 962,382 | | |
$ | 1,007,658 | |
Allowances for doubtful accounts | |
| (12,719 | ) | |
| (12,797 | ) |
Valuation allowance | |
| (949,663 | ) | |
| (994,861 | ) |
Total | |
$ | - | | |
$ | - | |
(b)
Uncertain tax positions
There
were no unrecognized tax benefits as of September 30, 2023 and June 30, 2023. Management does not anticipate any potential future adjustments
in the next twelve months which would result in a material change to its tax positions. For the three months ended September 30, 2023
and 2022, the Company did not incur any interest or penalties arising from its tax payments.
NOTE
10 - EARNINGS PER SHARE
Basic
earnings per common share is computed by dividing net earnings applicable to common shareholders by the weighted-average number of common
shares outstanding during the period. When applicable, diluted earnings per common share is determined using the weighted-average number
of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that
might be issued upon exercise of common stock options and warrants.
Potential
common shares issued are calculated using the treasury stock method, which recognizes the use of proceeds that could be obtained upon
the exercise of options and warrants in computing dilutive earnings per share. It assumes that any proceeds would be used to purchase
common stock at the average of the market price of the common stock during the period.
FASB
ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings per share
(EPS) computations.
For
the three months ended September 30, 2023 and 2022, the Company did not have potential dilutive shares. The following table sets forth
the computation of basic and diluted net income per share:
| |
For the Three
Months Ended | |
| |
September
30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Net loss | |
$ | (182,354 | ) | |
$ | (456,445 | ) |
| |
| | | |
| | |
Net loss per share: | |
| | | |
| | |
| |
| | | |
| | |
Net loss per share basic & diluted | |
| (0.0028 | ) | |
| (0.0070 | ) |
| |
| | | |
| | |
Weighted average shares outstanding: | |
| | | |
| | |
Basic & diluted | |
| 65,539,737 | | |
| 65,539,737 | |
NOTE
11 - COMMITMENTS AND CONTINGENCIES
The
Company’s assets are located in the PRC and revenues are derived from operations in the PRC.
In
terms of industry regulations and policies, the economy of the PRC has been transitioning from a planned economy to market oriented economy.
Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reforms,
the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a
substantial portion of productive assets in the PRC is still owned by the Chinese government. For example, all land is state owned and
leased to business entities or individuals through the government’s granting of Land Use Rights. The granting process is typically
based on government policies at the time of granting and can be lengthy and complex. This process may adversely affect the Company’s
future manufacturing expansions. The Chinese government also exercises significant control over the PRC’s economic growth through
the allocation of resources and providing preferential treatment to particular industries or companies. Uncertainties may arise with
changing of governmental policies and measures.
The
Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its
assets exist solely in the PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early
stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed
countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks,
instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States.
Such shocks, instabilities and crises may in turn significantly and negatively affect the Company’s performance.
The
Company had no rental commitment as of September 30, 2023.
NOTE
12 - MAJOR SUPPLIERS AND CUSTOMERS
For the three months ended September 30, 2023, the Company had no suppliers
primarily due to the Company merely sold its previous inventory Hemp Oil and there is no need for new procurement. For the three months
ended September 30, 2022, the Company had no suppliers due to the Company being temporarily out of production.
For the three months ended September 30, 2023, the Company had one
customer that in aggregate accounted for 100% of the Company’s total sales. For the three months ended September 30, 2022, the Company
had no customers due to the enterprise Transformation and the COVID-19 resurgence.
NOTE
13 - SEGMENT REPORTING
The
Company is organized into the following three main business segments based on the types of products being provided to customers: HLJ
Huimeijia, Humankind, and “Others”. Each of the three aforementioned operating segments has separate and distinct general
ledgers. The chief operating decision maker (“CODM”) receives financial information, including information regarding revenue,
gross margin, operating income, and net income, from the various general ledger systems to make decisions about allocating resources
and assessing performance; however, the principal measure of segment profitability or loss used by the CODM is net income (loss) by segment.
The
following table presents summary information by segment for the three months ended September 30, 2023 and 2022, respectively:
| |
For
the Three Months Ended September 30, 2023 | | |
For
the Three Months Ended September 30, 2022 | |
| |
HLJ | | |
| | |
| | |
| | |
HLJ | | |
| | |
| | |
| |
| |
Huimeijia | | |
Humankind | | |
Others | | |
Consolidated | | |
Huimeijia | | |
Humankind | | |
Others | | |
Consolidated | |
Revenues | |
$ | - | | |
$ | 38,300 | | |
$ | - | | |
$ | 38,300 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Cost
of revenues | |
| - | | |
| 38,300 | | |
| - | | |
| 38,300 | | |
| - | | |
| - | | |
| - | | |
| - | |
Gross
profit (loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Interest
income | |
| 4 | | |
| 1,793 | | |
| 7 | | |
| 1,804 | | |
| 304 | | |
| 34,173 | | |
| 6 | | |
| 34,483 | |
Interest
expense | |
| (1 | ) | |
| - | | |
| - | | |
| (1 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
Depreciation
and amortization | |
| 47,055 | | |
| 47,459 | | |
| - | | |
| 94,514 | | |
| 89,158 | | |
| 66,719 | | |
| - | | |
| 155,877 | |
Income
tax | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net
loss | |
| (76,497 | ) | |
| (98,181 | ) | |
| (7,676 | ) | |
| (182,354 | ) | |
| (267,929 | ) | |
| (168,136 | ) | |
| (20,380 | ) | |
| (456,445 | ) |
Total
capital expenditures | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Total
assets | |
$ | 2,127,824 | | |
$ | 42,518,054 | | |
$ | 2,944 | | |
$ | 44,648,822 | | |
$ | 44,660,219 | | |
$ | 2,870,082 | | |
$ | 28,463 | | |
$ | 47,558,764 | |
NOTE
14 - SUBSEQUENT EVENTS
The
Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined
that there are no additional items to disclose.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD
LOOKING STATEMENTS
We
make certain forward-looking statements in this report. Statements concerning our future operations, prospects, strategies, financial
condition, future economic performance (including growth and earnings), demand for our services, and other statements of our plans, beliefs,
or expectations, including the statements contained under this caption as well as under captions elsewhere in this document, are forward-looking
statements. In some cases, these statements are identifiable through the use of words such as “anticipate”, “believe”,
“estimate”, “expect”, “intend”, “plan”, “project”, “target”,
“can”, “could”, “may”, “should”, “will”, “would”, and similar
expressions. The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions,
risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements.
These risks and uncertainties, together with the other risks described from time to time in reports and documents that we file with the
SEC should be considered in evaluating forward-looking statements. Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the forward-looking statements. Indeed, it is likely that some of our
assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking
statements and the variances may be material. You are cautioned not to place undue reliance on such forward-looking statements, which
reflect our view only as of the date of this report.
Important
factors that could cause actual results to differ from those in the forward-looking statements include, without limitation, the following:
|
● |
the
effect of political conditions, economic conditions, market conditions, and geopolitical events; |
|
|
|
|
● |
legislative
and regulatory changes that affect our business; |
|
|
|
|
● |
the
availability of funds and working capital; and |
|
|
|
|
● |
the
actions and initiatives of current and potential competitors. |
Except
as required by applicable laws, regulations, or rules, we do not undertake any responsibility to publicly release any revisions to these
forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do
not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ
from those expressed or implied by any forward-looking statements.
The
following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the
related notes thereto as filed with the SEC and other financial information contained elsewhere in this report.
Except
as otherwise indicated by the context, references in this report to “we”, “us”, “our”, “the
Registrant”, “our Company”, or “the Company” are to China Health Industries Holdings, Inc., a Delaware
corporation, China Health Industries Holdings Limited, a limited liability company incorporated under the laws of Hong Kong, its wholly
owned subsidiary in China, Harbin Humankind Biology Technology Co. Limited (“Humankind”), and indirect wholly owned subsidiary,
Heilongjiang Huimeijia Pharmaceutical Co., Ltd. (“HLJ Huimeijia”). Unless the context otherwise requires, all references
to (i) the “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,” “$”
and “US$” are to United States dollars; (iii) “RMB” are to Renminbi Yuan of China; (iv) “Securities Act”
are to the Securities Act of 1933, as amended; and (v) “Exchange Act” are to the Securities Exchange Act of 1934, as amended.
Business
Overview
Our
principal business operations are conducted through our wholly-owned subsidiaries, Humankind and HLJ Huimeijia.
The
Company owns a GMP-certified plant and production facilities and has the capacity to produce 21 different NMPA-approved medicines, 14
NMPA-approved health supplement products and 8 hemp derivative products in soft capsule, hard capsule, tablet, granule, oral liquid forms.
These products address the needs of some key sectors in China, including the feminine, geriatric, and children’s markets.
HLJ
Huimeijia was founded on October 30, 2003 and its latest GMP certificate is effective until April 24, 2023. On December 1, 2019, NMPA
announced that it will no longer issue GMP certificate for any pharmaceutical companies. However, NMPA will carry out conformity inspection
to do compliance testing, as well as flight check (unannounced inspection) for all pharmaceutical companies. HLJ Huimeijia engages in
the manufacture and distribution of tincture, ointments, rubber paste, including hormones, topical solution, suppositories, enemas, oral
liquids, and liniment, including traditional Chinese medicine extractions. HLJ Huimeijia’s predecessor was Heilongjiang Xue Du
Pharmaceutical Co., Ltd., which established brand recognition in the market through its supply of high-quality drug products. HLJ Huimeijia
is a “high and new technology” enterprise that provides the most comprehensive types of topical medical products in Heilongjiang
Province, a northeastern province of China.
There
is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the
economy of China, U.S. and the rest of the world and, as such, the extent of the business disruption and the related financial impact
cannot be reasonably estimated at this time.
We have developed the following products that are derived from hemp
and obtained business license to manufacture and sell these products. We are selling these products since May 2018. Hemp Seed Beer, Hemp
Oil, Hemp Protein Powder, Hemp Polypeptide and Collagen Peptide are sold through Humankind. Other products are sold through HLJ Huimeijia.
The revenue of the Hemp Oil accounted for 100% and nil of the total revenues for the three-month periods ended September 30, 2023 and
2022, respectively.
Serial No. |
|
Name |
1 |
|
Hemp
Oil |
2 |
|
Hemp
Protein Powder |
3 |
|
Hemp
Polypeptide |
4 |
|
Collagen
Peptide |
5 |
|
Natural
Hemp Essence Repair Lotion |
6 |
|
Natural
Hemp Revitalizing Essence |
7 |
|
Natural
Hemp Anit-aging Brightening Eye Cream |
8 |
|
Natural
Hemp Frozen Age Nourishing Cream |
9 |
|
Hemp
Seed Beer |
10 |
|
Hemp
Seed |
We
sell most of our products to sales agents, who are our customers. The sales agents sell the products to the end users.
Results
of Operations
Three
months ended September 30, 2023 compared to the three months ended September 30, 2022
The
following table summarizes the top lines of the results of our operations for the three months ended September 30, 2023 and 2022, respectively:
| |
September 30, | | |
September 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
Variance | | |
% | |
Revenues | |
$ | 38,300 | | |
$ | - | | |
$ | 38,300 | | |
| 100.00 | % |
Humankind | |
| 38,300 | | |
| - | | |
| 38,300 | | |
| 100.00 | % |
HLJ Huimeijia | |
| - | | |
| - | | |
| - | | |
| - | |
Cost of Goods Sold | |
$ | 38,300 | | |
$ | - | | |
$ | 38,300 | | |
| 100.00 | % |
Humankind | |
| 38,300 | | |
| - | | |
| 38,300 | | |
| 100.00 | % |
HLJ
Huimeijia | |
| - | | |
| - | | |
| - | | |
| - | |
Gross Profit | |
$ | - | | |
$ | - | | |
$ | - | | |
| - | |
Humankind | |
| - | | |
| - | | |
| - | | |
| - | |
HLJ Huimeijia | |
| - | | |
| - | | |
| - | | |
| - | |
Revenue
Total
revenues increased by $38,300 or 100.00% for the three months ended September 30, 2023, as compared to the same period in 2022. The increase
in revenues was primarily due to an increase of $38,300 or 100.0% in Humankind’s revenues for the three months ended September
30, 2023 as compared to the three months ended September 30, 2022. The increase in Humankind’s sales revenues was derived from
selling Hemp oil.
Our
total cost of goods sold increased by $38,300 or 100.00% for the three months ended September 30, 2023 as compared to the same period
in 2022.The increase in the overall cost of sales was attributable to an increase of $38,300 or 100.0% in Humankind’s cost of sales
for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. The increase in Humankind’s
cost of sales was derived from selling Hemp oil.
Our gross profit was zero for the three months ended September 30,
2023 as compared to the same period in 2022, primarily due to Humankind selling expiring Hemp oil at cost.
Sales
by Product Line
The
following table summarizes a breakdown of our sales by major product lines for the three months ended September 30, 2023 and 2022 respectively:
| |
September
30, 2023 | | |
September
30, 2022 | |
| |
Quantity | | |
| | |
% of | | |
Quantity | | |
| | |
% of | |
| |
(Unit) | | |
Sales
US$ | | |
Sales | | |
(Unit) | | |
Sales
US$ | | |
Sales | |
Humankind | |
| | |
| | |
| | |
| | |
| | |
| |
Hemp Oil | |
| 3,375 | | |
$ | 38,300 | | |
| 100 | % | |
| - | | |
$ | - | | |
| - | % |
Collagen Peptide | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Hemp Polypeptide | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Hemp Protein Powder | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
HLJ
Huimeijia | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Muskiness Bone Strengthener Paste | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Dampness dispelling pain ointment | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Refining Cream dogskin | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Indometacin and Furazolidone Suppositories | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
ShangBiTongDing | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Enema Glycerini | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Essence repair liquid | |
| - | | |
| - | | |
| - | % | |
| - | | |
| - | | |
| - | % |
Total | |
| 3,375 | | |
$ | 38,300 | | |
| 100 | % | |
| - | | |
$ | - | | |
| - | % |
Operating
Expenses
The
following table summarizes our operating expenses for the three months ended September 30, 2023 and 2022, respectively:
| |
September 30, 2023 | | |
September 30, 2022 | | |
Variance | | |
% | |
Operating Expenses | |
| | |
| | |
| | |
| |
Selling, general and administrative | |
$ | 89,443 | | |
$ | 334,846 | | |
$ | (245,403 | ) | |
| (73.29 | )% |
Depreciation and amortization | |
| 94,514 | | |
| 155,877 | | |
| (61,363 | ) | |
| (39.37 | )% |
Total Operating Expenses | |
$ | 183,957 | | |
$ | 490,723 | | |
$ | (306,766 | ) | |
| (62.51 | )% |
Total operating expenses for the three months
ended September 30, 2023 were $306,766 or 62.51% lower than those in the corresponding period in 2022. The decrease in operating expenses
was primarily attributable to decrease of $245,403 or 73.29% in selling general and administrative expenses, which is mainly due to the
decrease of accountant fees and legal and professional fee due to the fact that company paid related costs of approximately $167,000 in
September 2022, but related expenses for the current period have not yet been paid. Also, the depreciation and amortization decreased
by $61,363, which was primarily due to the full amortization of Humankind’s Health Supplement Product Patents in March 2023.
Interest
Income and Interest Expense
Interest income was $1,804 for the three months ended September 30,
2023, as compared to $34,483 for the three months ended September 30, 2022. This decrease of $32,679, or 94.77% was mainly due to the
decreased average balance of bank deposits in the three months ended September 30, 2023 compared with the same period in 2022.
Interest
expense was $1 for the three months ended September 30, 2023, as compared to $nil for the three months ended September 30, 2022.
Income
Taxes
Income
taxes was $nil for the three months ended September 30, 2023, as compared to $nil for the three months ended September 30, 2022.
Net
Income and Net Income Per Share
Net
loss was $182,354 for the three months ended September 30, 2023, as compared to $456,445 net loss for the three months ended September
30, 2022. This decrease of $274,091 in net loss was primarily attributable to the decrease of operating expenses of $306,766.
Net
loss per share was $0.0028 for the three months ended September 30, 2023 and $0.0070 net loss per share for the three months ended September
30, 2022, respectively. This decrease was primarily a result of the aforementioned decrease in net loss.
Liquidity
and Capital Resources
We
believe our current working capital position, together with our expected future cash flows from operations and loans from our major shareholder,
will be adequate to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements,
and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject
to numerous risks, and there can be no assurance that we will not require additional funding in the future.
The
following table summarizes our cash and cash equivalents positions, our working capital, and our cash flow activities as of September
30, 2023 and June 30, 2023 and for the three months ended September 30, 2023 and 2022:
| |
September 30, 2023 | | |
June 30, 2023 | |
Cash and cash equivalents | |
$ | 12,468 | | |
$ | 47,246 | |
Working capital | |
$ | 34,694,980 | | |
$ | 34,997,532 | |
Inventories | |
$ | 2,330 | | |
$ | 40,608 | |
| |
For
the Three Months ended September
30, | |
| |
2023 | | |
2022 | |
Cash provided by (used in): | |
| | |
| |
Operating activities | |
$ | (34,728 | ) | |
$ | (17,534 | ) |
Investing activities | |
$ | - | | |
$ | - | |
Financing activities | |
$ | - | | |
$ | - | |
For the three months ended September 30, 2023,
our net decrease in cash and cash equivalents totaled $34,778, which total was comprised of net cash provided by operating activities
in the amount of $(34,728) and the effect of prevailing exchange rates on our cash position of $(50).
For
the three months ended September 30, 2022, our net increase in cash and cash equivalents totaled $2,669,835, which total was comprised
of net cash provided by operating activities in the amount of $(17,534) and the effect of prevailing exchange rates on our cash position
of $(2,652,301).
Our working capital as of September 30, 2023 was $34,694,980, compared
to working capital of $34,997,532 as of June 30, 2023. This decrease of $302,552 or 0.86% was primarily attributable to the decrease of
prepaid investment funds of $249,246 due to the exchange rate.
Net
cash used in operating activities was $34,728 for the three months ended September 30, 2023, primarily attributable to net loss in the
amount of $182,354 with adjustments of $94,514 of depreciation and amortization expenses, an increase of amounts due to related parties
in the amount of $38,457, which offset by the decrease of advance
from customers in the amount of $43,279 and the decrease of inventory in the amount of $38,300. The
negative effect of exchange rate changes on cash and cash equivalents in the amount of $50 for the three months ended September 30, 2023
was mainly a result of the effect of the valuation of the RMB against the USD on the significant amount of cash and cash equivalents
held by the Company in RMB. The exchange rates from USD to RMB were 7.2513 to 1 and 7.2960 to 1 as of June 30, 2023 and September 30,
2023, respectively, and the average exchange rate from USD to RMB was 7.2445 for the three months ended September 30, 2023.
Net
cash used in operating activities was $17,534 for the three months ended September 30, 2022, primarily attributable to net loss in the
amount of $456,445 with adjustments of $155,877 of depreciation and amortization expenses, a decrease of amount due to related parties
in the amount of $803,414, which offset by the increase of advance from customers in the amount of $ 1,099,342. The negative effect of
exchange rate changes on cash and cash equivalents in the amount of 2,652,301 for the three months ended September 30, 2022 was mainly
a result of the effect of the valuation of the RMB against the USD on the significant amount of cash and cash equivalents held by the
Company in RMB. The exchange rates from USD to RMB were 6.6981 to 1 and 7.1135 to 1 as of June 30, 2022 and September 30, 2022, respectively,
and the average exchange rate from USD to RMB was 6.8520 for the three months ended September 30, 2022.
Other
than as described in this report, we have no present agreements or commitments with respect to any material acquisitions of businesses,
products, product rights, technologies, or any other material capital expenditures. However, we will continue to evaluate acquisitions
of, and/or investments in, products, technologies, capital equipment or improvements, or companies that complement our business and may
make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future
to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if
at all. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt
financing, or cause substantial dilution for our stockholders, in the case of equity financing.
Related
Party Debts
We
had related party debts in the amount of $5,161,097 as of September 30, 2023, as compared to $5,154,024 as of June 30, 2023, an increase
of $7,073 or 0.14%. Our related party debts mainly consist of a loan from Mr. Xin Sun, the CEO of the Company. The loan is unsecured,
non-interest bearing, and has no fixed terms of repayment. There was no written agreement for the loan. See Note 8.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that are currently material or reasonably likely to be material to its financial position
or results of operations.
Critical
Accounting Policies and Estimates
We
prepare the unaudited condensed consolidated financial statements in accordance with US GAAP. These accounting principles require us
to make judgments, estimates and assumptions on the reported amounts of assets and liabilities at the end of each fiscal period, and
the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based
on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future
based on available information, and assumptions that we believe to be reasonable.
There
have been no material changes during the three months ended September 30, 2023 in the Company’s significant accounting policies
to those previously disclosed in the annual report on Form 10-K for the fiscal year ended June 30, 2023.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
The
Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company
in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed,
summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with
the objective of ensuring that this information is accumulated and communicated to Management, including the Company’s chief executive
and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
At
the conclusion of the period ended September 30, 2023, the Company carried out an evaluation, under the supervision and with the participation
of Management, including the Company’s principal executive and principal financial officer, of the effectiveness of the design
and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act). Based upon that evaluation, the Company’s principal executive and principal financial officer concluded that,
due to the material weakness in the Company’s internal controls over financial reporting as discussed in the Company’s annual
report on Form 10-K for the fiscal year ended June 30, 2023, as of the end of the period covered by this Quarterly Report on Form 10-Q,
the Company’s disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.
Despite
the material weakness referenced above, Management believes that the Company’s unaudited condensed consolidated financial statements
included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash
flows for the periods presented because the Company has retained a consultant who has U.S. GAAP experience to assist the Company in the
preparation of its unaudited condensed consolidated financial statements.
Changes
in Internal Controls over Financial Reporting
No
changes in the Company’s internal controls over financial reporting have come to Management’s attention during the quarter
ended September 30, 2023 that have materially affected, or are likely to materially affect, the Company’s internal control over
financial reporting.
Limitations
on Controls
Management
does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting
will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions
and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide
absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any,
within the Company have been detected.
PART
II - OTHER INFORMATION
Item
6. Exhibits.
The
exhibits required by this item are set forth in the Exhibit Index attached hereto.
EXHIBIT
INDEX
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.
|
CHINA HEALTH
INDUSTRIES HOLDINGS, INC. |
|
|
|
/s/
Xin Sun |
|
By: |
Xin Sun |
|
Title: |
Chief
Executive Officer and |
|
|
Chief Financial Officer |
|
|
(Principal
Executive Officer,
|
|
|
Principal Financial Officer and |
|
|
Principal Accounting Officer) |
|
|
|
|
Date: |
November 21, 2023 |
27
2024
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The undersigned hereby certifies, in his capacity
as Chief Executive Officer and Chief Financial Officer of China Health Industries Holdings, Inc. a Delaware corporation (the “Company”),
for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
his knowledge:
This certification accompanies each Report pursuant
to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed
filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required
by Section 906 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.
Accounting Policies, by Policy (Policies)
|
3 Months Ended |
Sep. 30, 2023 |
Significant Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation This
summary of the Company’s significant accounting policies is presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations of the Company’s management (“Management”), which
is responsible for the integrity and objectivity of the financial statements and notes. These accounting policies conform to generally
accepted accounting principles in the United States (“US GAAP”) and have been consistently applied in the preparation of
the unaudited condensed consolidated financial statements. The
accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules
and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included
in financial statements prepared in accordance with US GAAP have been condensed or omitted as allowed by such rules and regulations,
and Management believes that the disclosures are sufficient so that the information presented is not misleading. These unaudited condensed
consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the year ended June 30, 2023. These unaudited condensed consolidated financial statements
include all adjustments which, in the opinion of Management, are necessary for a fair presentation of the financial position and the
results of operations of the Company. All such adjustments are of a normal and recurring nature. The results of operations of the Company
for the three months ended September 30, 2023 may not be indicative of results that may be expected for the year ended June 30, 2024.
|
Principles of Consolidation |
Principles
of Consolidation The
accompanying unaudited condensed consolidated financial statements include China Health US and its three subsidiary companies, namely
China Health HK, Humankind, and HLJ Huimeijia. All significant intercompany balances and transactions have been eliminated in consolidation
and combination. On
November 22, 2013, China Health US, through its wholly owned subsidiary Humankind, completed the acquisition of HLJ Huimeijia. HLJ Huimeijia
and Humankind were and are under the common control of Mr. Xin Sun, the CEO of China Health US, before and after the date of transfer.
Humankind’s accounting policy adopted the guidance in ASC 805-50-05-5 for the transfer of net assets between entities under common
control to apply an accounting method similar to the pooling-of-interests method. Under this method, the financial statements of Humankind
shall report results of operations for the period in which the transfer occurs as though the transfer of net assets had occurred at the
beginning of the period. Results of operations for that period will thus comprise both those of the previously separate entities combined
from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end
of the period. Similarly, Humankind shall present statements of financial position and other financial information as of the beginning
of the period as though the assets and liabilities had been transferred at that date. Financial statements and financial information
of Humankind presented for prior years shall also be retrospectively adjusted to furnish comparative information.
|
Segment Reporting |
Segment
Reporting FASB
ASC Topic 280, “Segment Reporting,” established standards for reporting information about operating segments on a basis consistent
with the Company’s internal organizational structure as well as information about geographical areas, business segments and major
customers in financial statements for details on the Company’s business segments. The Company has three reportable operating segments:
Humankind, HLJ Huimeijia and Others. The segments are grouped based on the types of products provided.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments The
provisions of accounting guidance, FASB ASC Topic 820 that applies to the Company requires all entities to disclose the fair value of
financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to
estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties.
|
Fair Value Measurements |
Fair
Value Measurements FASB
ASC Topic 820, “Fair Value Measurements and Disclosures”, clarifies the definition of fair value for financial reporting,
establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements. Various
inputs are considered when determining the fair value of the Company’s debt. The inputs or methodologies used for valuing securities
are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three
broad levels listed below:
| Level
1 – | observable
market inputs that are unadjusted quoted prices for identical assets or liabilities in active
markets. |
| Level
2 – | other
significant observable inputs, including quoted prices for similar securities, interest rates,
credit risk, etc. |
| Level
3 – | significant
unobservable inputs, including the Company’s own assumptions in determining the fair
value of investments. |
The
carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or a nonrecurring basis. Financial
assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The
Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets
and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.
The Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods. The
availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors, including the
type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial
instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants,
and the valuation does not require significant discretion of Management. For other financial instruments, pricing inputs are less observable
in the market and may require judgment of Management.
|
Translation of Foreign Currencies |
Translation
of Foreign Currencies Humankind and HLJ Huimeijia
maintain their books and accounting records in PRC currency “Renminbi” (“RMB”), which has been determined as the
functional currency. The functional currency of China Health HK is the Hong Kong Dollar (“HKD”). Transactions
denominated in currencies other than the functional currencies are recorded at the exchange rates prevailing on the date of the transactions,
as quoted by the Federal Reserve Board. Foreign currency exchange gains and losses resulting from these transactions are included in
operations. Humankind, HLJ Huimeijia and
China Health Hong Kong’s financial statements are translated into the reporting currency, the United States Dollar (“USD”).
Assets and liabilities of the above entities are translated at the prevailing exchange rate at each reporting period end date. Contributed
capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated
at the average rate of exchange during the reporting period. Translation adjustments resulting from the translation of these financial
statements are reflected as accumulated other comprehensive income in shareholders’ equity and non-controlling interests.
|
Statement of Cash Flows |
Statement
of Cash Flows In
accordance with Statement FASB ASC Topic 230, “Statement of Cash Flows”, cash flow from the Company’s operations is
calculated based upon the local currencies and translated to the reporting currency using an average foreign exchange rate for the reporting
period. As a result, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily be the same
as the corresponding balances on the balance sheets.
|
Use of Estimates and Assumptions |
Use
of Estimates and Assumptions The
preparation of financial statements in conformity with US GAAP requires Management to make estimates and judgments that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and
on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of
future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur,
as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Significant
estimates and assumptions by Management include, among others, useful life of long-lived assets and intangible assets, valuation of inventory,
accounts receivable and notes receivable, impairment analysis of long-lived assets, construction in progress, intangible assets, and
deferred taxes. While Management believes that the estimates and assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of
revisions are reflected in the financial statements in the period they are determined to be necessary.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents Cash
and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments
which are unrestricted as to withdrawal or use and which have original maturities of three months or less at the time of purchase. As
of September 30, 2023 and June 30, 2023, the Company’s uninsured bank balances were mainly maintained at financial institutions
located in the PRC and Hong Kong. The uninsured bank balances were $12,468 and $47,246 as of September 30, 2023 and June 30, 2023, respectively.
The Company had no insured bank balances as of September 30, 2023 and June 30, 2023.
|
Accounts Receivable |
Accounts
Receivable Accounts
receivable is recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the
ordinary course of business, but mitigates the associated risks by performing credit checks and actively pursuing past due accounts.
An allowance for doubtful accounts is established and determined based on Management’s assessment of known requirements, aging
of receivables, payment and bad debt history, the customer’s current credit worthiness, changes in customer payment patterns and
the economic environment. From November 1, 2013, the Company changed its credit policy by offering ninety (90) day payment terms for
sales agents. As of September 30, 2023 and June 30, 2023, the balances of accounts receivable were $nil and $nil, respectively. The Company
determines the allowance based on aging data, historical collection experience, customer specific facts, and economic conditions. Account
balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered
remote. The Company evaluated the nature of all accounts receivable then provided allowance for doubtful accounts. The Company has determined
that an allowance of $50,874 and $51,188 was appropriate as of September 30, 2023 and June 30, 2023, respectively.
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Advance to Suppliers |
Advances
to Suppliers The
Company periodically makes advances to certain vendors for purchases of raw materials or to service providers for services relating to
construction plans for its plants, equipment and production lines for GMP upgrading, and records these payments as advances to suppliers.
As of September 30, 2023 and June 30, 2023, advances to suppliers amounted to $201,741 and $198,157 , respectively.
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Inventory |
Inventory Inventory
consists of raw materials, work in progress, and finished goods or manufactured products. Inventory
is stated at the lower of either cost or market value and consists of materials, labor and overhead. HLJ Huimeijia uses the weighted
average method for inventory valuation. The other subsidiaries of the Company use the first-in, first-out (“FIFO”) method
for inventory valuation. Overhead costs included in finished goods include direct labor costs and other costs directly applicable to
the manufacturing process. The Company evaluates inventory for excess, slow moving, and obsolete inventory, as well as inventory the
value of which is in excess of its net realizable value. This evaluation includes analysis of sales levels by product and projections
of future demand. If future demand or market conditions are less favorable than the Company’s projections, a write-down of inventory
may be required, and would be reflected in cost of goods sold in the period the revision is made. The inventory allowance in the amounts
of $nil and $nil were provided for as of September 30, 2023 and June 30, 2023, respectively.
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Impairment of Long-Lived Assets |
Impairment
of Long-Lived Assets The
Company’s long-lived assets and other assets are reviewed for impairment in accordance with the guidance of the FASB ASC Topic
360-10, “Property, Plant, and Equipment”, and FASB ASC Topic 205, “Presentation of Financial Statements”. The
Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that
the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of
the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair
value. Impairment evaluations involve Management’s estimates on asset useful life and future cash flows. Actual useful life and
cash flows could be different from those estimated by Management, which could have a material effect on the Company’s reporting
results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models,
quoted market values, and third-party independent appraisals, as considered necessary. As of September 30, 2023 and June 30, 2023, the
Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company’s
products or services will continue, which could result in an impairment of long-lived assets in the future.
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Property, Plant and Equipment |
Property,
Plants and Equipment Property,
plants and equipment are carried at the lower of either cost or fair value. Maintenance, repairs and minor renewals are expensed as incurred,
and major renewals and improvements that extend the life or increases the capacity of plant assets are capitalized. When
assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses
are included in the results of operations in the reporting period of disposition. Depreciation
is calculated on a straight-line basis over the estimated useful life of the assets. The depreciable life applied are:
Buildings, Warehouses
and Improvements |
|
20 to 30 years |
Office Equipment |
|
3 to 7 years |
Vehicles |
|
5 to15 years |
Machinery and Equipment |
|
7 to 15 years |
|
Intangible assets |
Intangible
Assets The
Company evaluates intangible assets in accordance with FASB ASC Topic 350, “Intangibles — Goodwill and Other”. Intangible
assets deemed to have indefinite life are not amortized, but are subject to annual impairment tests. If the assumptions and estimates
used to allocate the purchase price are not correct, or if business conditions change, purchase price adjustments or future asset impairment
charges could be required. The value of the Company’s intangible assets could be impacted by future adverse changes such as: (i)
any future declines in the Company’s operating results, (ii) a decline in the valuation of technology, including the valuation
of the Company’s common stock, (iii) a significant slowdown in the worldwide economy, or (iv) any failure to meet the performance
projections included in the Company’s forecasts of future operating results. In accordance with FASB ASC Topic 350, the Company
tests intangible assets for impairment on an annual basis or more frequently if the Company believes indicators of impairment exist.
Impairment evaluations involve Management’s estimates of asset useful life and future cash flows. Significant judgment of Management
is required in the forecasts of future operating results that are used in the evaluations. It is possible, however, that the plans and
estimates used may be incorrect. If the Company’s actual results, or the plans and estimates used in future impairment analysis,
are lower than the original estimates used to assess the recoverability of these assets, the Company could incur additional impairment
charges in a future period. Based on such evaluations, there was no impairment recorded for intangible assets, for the three months ended
September 30, 2023 and 2022, respectively.
|
Construction in Progress |
Construction
in Progress Construction
in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant
facilities. Costs classified as construction in progress include all costs of obtaining the asset and bringing it to the location and
condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the assets are
completed and are placed into service. The
Company reviews the carrying value of construction in progress for impairment whenever events and circumstances indicate that the carrying
value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
In cases where undiscounted expected future cash flows are less than the carrying value of the assets, an impairment loss is recognized
equal to an amount by which the carrying value exceeds the fair value of the assets. The factors considered by Management in performing
this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of
obsolescence, demand, competition, and other economic factors. Based on this assessment, there was no impairments recorded for construction
in progress, for the three months ended September 30, 2023 and 2022, respectively. However, there can be no assurances that demand for
the Company’s products or services will continue, which could result in an impairment of long-lived assets in the future.
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Revenue Recognition |
Revenue
Recognition The
Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is identified in
any contract and transferred to its customers. Control is generally transferred when the Company has a present right to payment and title
and the significant risks and rewards of ownership of products or services are transferred to its customers while performance obligation
are completed. For most of the Company’s products net sales, control transfers when products are shipped and transaction price
are determined. The majority of the Company’s revenue relates to the sale of inventory to customers, and revenue is recognized
when control of the products or services is transferred to its customers that reflects the performance obligations are properly allocated
with transaction price and satisfied in the contract. Given the nature of the Company’s business and the applicable rules guiding
revenue recognition, the Company’s revenue recognition practices do not contain estimates that materially affect the results of
operations. The Company records revenue at the discounted selling price and allows its customers to return products for exchange or credit
subject to certain limitations. A provision for such returns is recorded based upon historical experience. There has been no provision
recorded for returns based upon historical experience for the three months ended September 30, 2023 and 2022, respectively.
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Cost of Goods Sold |
Cost
of Goods Sold Cost
of goods sold consists primarily of the costs of raw materials, freight charges, direct labor, depreciation of plants and machinery,
warehousing and overhead costs associated with the manufacturing process, and commission expenses.
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Income Taxes |
Income
Taxes The
Company adopts FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method,
deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities
and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods
in which the differences are expected to affect taxable income. A valuation allowance is established for deferred tax assets if it is
more likely than not that these items will either expire before the Company is able to realize the benefits or that future deductibility
is uncertain. Under
ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first
step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution
of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that
meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position
is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions
that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in
which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized
in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to
underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosures and transition. As
a result of the implementation of FIN 48 (ASC 740-10), the Company undertook a comprehensive review of its portfolio of tax positions
in accordance with recognition standards established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities
or stockholders’ equity as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s
financial statements. The
application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations
themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court
rulings. Therefore, the actual liability may be materially different from the Company’s estimates, which could result in the need
to record additional tax liabilities or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.
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Enterprise Income Tax |
Enterprise
Income Tax Under
the Provisional Regulations of the PRC Concerning Income Tax on Enterprises promulgated by the PRC (the “EIT Law”), income
tax is payable by enterprises at a rate of 25% of their taxable income.
|
Value Added Tax |
Value
Added Tax The
Provisional Regulations of the PRC Concerning Value Added Tax promulgated by the State Council came into effect on January 1, 1994. Under
these regulations and the Implementing Rules of the Provisional Regulations of the PRC Concerning Value Added Tax, value added tax (“VAT”)
is imposed on goods sold in, or imported into, the PRC and on processing, repair and replacement services provided within the PRC. VAT
payable in the PRC is charged on an aggregated basis at a rate of 13% or 16% (depending on the type of goods involved) on the full price
collected for the goods sold or, in the case of taxable services provided, at a rate of 16% on the charges for the taxable services provided,
but excluding, in respect of both goods and services, any amount paid in respect of VAT included in the price or charges, and less any
deductible VAT already paid by the taxpayer on purchases of goods and services in the same financial year. As of September 30, 2023 and
June 30, 2023, VAT payables were $42,606 and $37,119, respectively.
|
Sales-Related Taxes |
Sales-Related
Taxes Pursuant
to the tax law and regulations of the PRC, the Company is obligated to pay 7% and 5% of the annual aggregate VAT paid by the Company
as taxes for the purposes of maintaining and building cities and educational facilities, which fees are included as sales-related taxes.
Sales-related taxes are recorded when sales revenue is recognized. Sales-related taxes were $nil and $nil for the three months ended
September 30, 2023 and 2022, respectively.
|
Concentrations of Business and Credit Risks |
Concentrations
of Business and Credit Risks All
of the Company’s manufacturing is located in the PRC. There can be no assurance that the Company will be able to successfully continue
to manufacture its products and failure to do so would have a material adverse effect on the Company’s financial position, results
of operations and cash flows. Moreover, the success of the Company’s operations is subject to numerous contingencies, some of which
are beyond management’s control. These contingencies include general economic conditions, prices of raw materials, competition,
governmental and political conditions, and changes in regulations. Since the Company is dependent on trade in the PRC, the Company is
subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be
subject to the risks of restrictions on transfer of funds, domestic customs, changing taxation policies, foreign exchange restrictions,
and political and governmental regulations. The Company operates in China, which may give rise to significant foreign currency risks
from fluctuations and the degree of volatility of foreign exchange rates between U.S. dollars and the Chinese currency RMB. The results
of operations denominated in foreign currency are translated at the average rate of exchange during the reporting periods.
|
Earnings Per Share |
Earnings
Per Share Basic
earnings per common share are computed by dividing net earnings applicable to common shareholders by the weighted-average number of common
shares outstanding during the period. When applicable, diluted earnings per common share is determined using the weighted-average number
of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that
might be issued upon exercise of common stock options and warrants. For the three months ended September 30, 2023 and 2022, the Company
had no potential dilutive common stock equivalents outstanding. Potential
common shares issued are calculated using the treasury stock method, which recognizes the use of proceeds that could be obtained upon
the exercise of options and warrants in computing diluted earnings per share. It assumes that any proceeds would be used to purchase
common stock at the average market price of the common stock during the period. FASB
ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted
earnings per share (EPS) computations.
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial
Instruments (ASU 2016-13). The main objective of the standard is to provide financial statement users with more decision-useful information
about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting
date. In issuing this standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses.
The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model,
referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses
and measured at amortized cost, and (2) certain off-balance sheet credit exposures. The standard is applicable to loans, accounts receivable,
trade receivables, and other financial assets measured at amortized cost, loan commitments and certain other off-balance sheet credit
exposures, debt securities (including those held-to-maturity) and other financial assets measured at fair value through other comprehensive
income, and beneficial interests in securitized financial assets. The CECL model does not apply to available-for-sale debt securities.
For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do
today, except that the credit losses will be recognized as allowances rather than reductions in the amortized cost of the securities.
Accordingly, the new methodology will be utilized when assessing the Company’s financial instruments for impairment. As a result,
entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as
they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also
expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan
and lease losses. ASU 2016-13 is effective for years beginning after December 15, 2019, including interim periods within those fiscal
years under a modified retrospective approach. Early adoption is permitted for the periods beginning after December 15, 2018. The Company
adopted the guidance from July 1, 2020. The Company finalized its analysis and the adoption of this guidance has no material impact on
the Company’s consolidated financial statements and its internal controls over financial reporting. In
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement (ASU 2018-13), which modifies the disclosure requirements on fair value measurements, including
removing the requirement to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy,
(2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements. ASU 2018-13
also added new disclosures including the requirement to disclose (a) the changes in unrealized gains and losses for the period included
in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (b) the range
and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for
fiscal years (and interim reporting periods within those years) beginning after December 15, 2019 and early adoption is permitted. This
standard will only impact the disclosures pertaining to fair value measurements. The Company adopted the guidance from July 1, 2020.
The Company finalized its analysis and the adoption of this guidance has no material impact on the Company’s consolidated financial
statements and its internal controls over financial reporting.
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