| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company
have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The unaudited interim condensed consolidated financial
statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information
and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed
or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated
financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring
nature, as necessary for the fair statement of the Company’s financial position as of December 31, 2022, and results of operations
and cash flows for the six-month periods ended December 31, 2022 and 2021. The unaudited interim condensed consolidated balance sheet
as of June 30, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes
required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year
or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements
as of and for the years ended June 30, 2022 and 2021, and related notes included in the Company’s audited consolidated financial
statements. Principle of Consolidation The consolidated financial statements include
the accounts of the Company and its subsidiaries, and the VIE. All inter-company transactions and balances are eliminated upon consolidation. Going Concern The accompanying consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among
other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements
to support its working capital requirements. In assessing the Company’s liquidity, the
Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s
liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of December 31,
2022, the Company’s current liabilities exceeded the current assets by $2,180,304, its accumulated deficit was $2,434,863 and the
Company has incurred losses during the six months ended December 31, 2022 and 2021. Accordingly, we may not be able to obtain additional
financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could
include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead
expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. In evaluating if there is substantial doubt about
the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated
from operations by controlling operating expenses, (2) financing from domestic banks and other financial institutions, and (3) equity
or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity. On an on-going basis, the Company will also receive
financial support commitments from the Company’s related parties. These conditions raise substantial doubt about
our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company
be unable to continue as a going concern. Liquidity The Company had a working deficit of $2,180,304
as of December 31, 2022, an increase of $697,290 from a working deficit of $2,877,594 as of June 30, 2022. As of December 31, 2022 and
June 30, 2022, the Company’s cash was $398,023 and $204,004, respectively. The Company’s primary need for liquidity
stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations,
including debt repayment. The Company has historically financed its operations through loans from directors and shareholders, and other
third party. The Company routinely monitors current and expected operational requirements and financial market conditions to evaluate
the use of available financing sources. In addition, the existing major shareholder committed not to request for repayment of the amount
due to shareholders by December 31, 2022. Considering the existing working capital position and the ability to access debt funding sources,
the management believes that the Company’s operations and borrowing resources are sufficient to provide for its current and foreseeable
capital requirements to support its ongoing operations for the next twelve months. Use of Estimates The preparation of these consolidated
financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets
including application of discount on long-term other receivables with present value, liabilities, revenues, costs and expenses, and
related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the
Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully
understanding and evaluating its consolidated financial statements. In March 2020 the World Health Organization declared
coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and
created significant volatility and disruption of financial markets. The pandemic may impact Company’s future estimates including,
but not limited to, our allowance for doubtful accounts, inventory valuations, fair value measurements, asset impairment charges. It is
not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business
or results of operations at this time. Fair Value of Financial Instruments U.S. GAAP establishes a three-tier hierarchy to
prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires
an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier
fair value hierarchy is: Level 1 – observable inputs that reflect
quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – include other inputs that are
directly or indirectly observable in the market place. Level 3 – unobservable inputs which are
supported by little or no market activity. The carrying value of the Company’s financial
instruments, including cash, accounts receivable, other current assets, accounts payable, and accruals and other payable approximate their
fair value due to their short maturities. In accordance with ASC 825, for investments in
financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method
at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying
consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to
the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the
valuation techniques that use these inputs as Level 2 of fair value measurements. As of December 31, 2022 and June 30, 2022, the
Company had no investments in financial instruments. Cash Cash consists of cash on hand and at banks and
highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when
purchased. Cash denominated in RMB with a U.S. dollar equivalent
of $398,023 and $204,004 at December 31, 2022 and June 30, 2022, respectively, were held in accounts at financial institutions located
in the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While
management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant
risk. Accounts Receivable, Net and Allowance for
Doubtful Accounts Accounts receivable represents the revenue
earned from the customers not yet collected. The carrying value of accounts receivable is reduced by an allowance that reflects the
Company’s best estimate of the amounts that will not be collected. Account balances are charged off against the provision
after all means of collection have been exhausted and the likelihood of collection is not probable. For the year ended June 30,
2022, the Company adopted ASU 2016- 13, “Financial Instruments — Credit Losses (Topic 326): Measurement on Credit Losses
on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance
within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13,
“ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts,
which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for doubtful accounts
considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and
supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable
counterparties to determine whether these receivables are considered at risk or uncollectible. The Company assesses collectibility
by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no
longer share those risk characteristics. For receivables evaluated individually, when it is determined that foreclosure is probable
or when the debtor is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially
through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral at the reporting
date, adjusted for selling costs as appropriate. The balance of allowance of December 31, 2022 and June 30, 2022 were $60,990 and
$62,804, respectively. Inventory Inventory primarily consists of 1) raw materials,
primarily ingredients such as carrots, 2) finished goods, primarily β-carotene series products including carrot juice, carrot meal
and carrot noodle, and 3) miscellaneous such as packages. Inventories are stated at the lower of cost or
net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods
is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead. Net realizable value is based on estimated selling
prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory
to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. Property, Plant and Equipment Property, plant and equipment, net is recorded
at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets.
Useful
Categories (Years)
Furniture and equipment 3
Machinery 5
Motor vehicles 4 Expenditure for maintenance and repairs is expended
as incurred. The gain or loss on the disposal of equipment
is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets
and is recognized in general and administrative expenses in the consolidated statements of income and comprehensive income. Impairment of Long-lived Assets In accordance with ASC 360-10-35, the
Company reviews the carrying values of long-lived assets, including property and equipment with finite lives and intangible assets
subject to amortization, for impairment whenever events or changes in circumstances (such as a significant adverse change to market
conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The
Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate
and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net
proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is
identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows
approach or, when available and appropriate, to comparable market values. The estimation of future cash flows requires significant
management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The
discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An
impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The
impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the
assets. Impairment of $2,788 and $2,871 has been recorded by the Company as of December 31, 2022 and June 30, 2022. Revenue Recognition Effective January 1, 2018, the Company adopted
ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. The Company recognizes revenues when its
customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange
for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s)
with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction
price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation.
The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in
the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within
the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences
in the pattern of revenue recognition. Hence, the Company’s accounting for revenue remains substantially unchanged. There were no
cumulative effect adjustments for service contracts in place prior to the adoption. The effect from the adoption of ASC Topic 606 was
not material to the Company’s consolidated financial statements. The Company applies judgment in determining the
customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment
experience. Judgment
is used in determining: (1) whether the financing component in the sales agreement is significant and, if so, (2) the discount
rate used in calculating the significant financing component. The Company assesses the significance of the financing component based on
the timing of payments agreed to by the parties to the contract that provides the customer with a significant benefit of financing. If
determined to be significant, the Company adjusts the promised amount of consideration for the effects of the time value of money. Judgment
is also used in assessing whether the long-term accounts receivable results in variable consideration and, if so, the amount to be included
in the transaction price. The Company applies the portfolio approach to estimating the amount of variable consideration in these arrangements
using the most likely amount method that is based on the Company’s historical collection experience under similar arrangements. Based on the above significant judgements, the
financing component, arising from the long-term accounts receivable was recognized as financing revenue over the time of payment. There
was no financing revenue for the six months ended December 31, 2022 and 2021, respectively. The Company is in traditional production business
operation and its performance obligation is delivery of the products to customers with agreed time and location. Customers sign on the
delivery note as acceptance. The typical payment term is either advance payment or agreed-upon credit term after delivery of products.
There is no warranty and return policy for the customers. There are two revenue streams within the Company’s
operations: (1) sales of health products which constitutes the majority of the revenues, and (2) others.
For the Six Months Ended
2022 2021
Sales Sales
Health product sales $ 286,273 $ 590,798
Others - -
Total revenues $ 286,273 590,798 There is no variable consideration and non-cash
consideration agreed with the customers. The transaction price is fixed and allocated to the agreed product, the only performance obligation.
The revenue is recognized at a point in time once the Company has determined that the customers have obtained control over the products.
Control is typically deemed to have been transferred to the customers when the performance obligation is fulfilled, usually at the time
of delivery, at the net sales price (transaction price). There is no contract asset that the Company has
right to consideration in exchange for the product sales that the Company has transferred to customers. Such right is not conditional
on something other than the passage of time. The standard warranty included in the price of
the products is an assurance-type warranty for a period not to exceed one year from the point when the customers have obtained control
over the products, and the nature of tasks under the warranty only remedying defective product. It is not considered as a distinct performance
obligation. Practical expedients and exemption The Company elected a practical expedient that
it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that,
upon the inception of revenue contracts, the period between when the Company transfers its promised deliverables to its customers and
when the customers pay for those deliverables will be more than one year. Advertising and Promotional Expenses Advertising costs are expensed as incurred and
included in selling expenses. Advertising costs amounted to $308 and $93,483 for the six months ended December 31, 2022 and 2021, respectively. Income Tax The Company’s subsidiary in China are subject
to the income tax laws of the relevant tax jurisdiction. No taxable income was generated outside the PRC for the six months ended December
31, 2022 and 2021. The Company accounts for income tax in accordance with U.S. GAAP. Current income taxes are provided on the basis
of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for
income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary
differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating
loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance
with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply
to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities
of changes in tax rates is recognized in the statement of comprehensive loss in the period of the enactment of the change. The Company considers positive and negative
evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment
considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future
profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax
planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future
taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary
differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of
taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income
exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax
planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. An uncertain 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 amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and
interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed
in 2022 and 2021 are subject to examination by any applicable tax authorities. The Company had no uncertain tax position for the six months
ended December 31, 2022 and 2021. Value Added Tax The Company was subject to VAT at the rate of
13% and related surcharges on revenue generated from selling products for the six months ended December 31, 2022 and 2021. Entities that
are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Earnings Per Share The Company has adopted ASC Topic 260, “Earnings
per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with
complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying
consolidation financial statements, basic earnings per share is computed by dividing net income by the weighted average number of shares
of common stock outstanding during the period. Diluted EPS includes the effect from potential
issuance of ordinary shares. There was no potentially dilutive share to be issued during the six months ended December 31, 2022 and 2021. Related Parties The Company adopted ASC 850, Related Party Disclosures,
for the identification of related parties and disclosure of related party transactions. Foreign Currency and Foreign Currency Translation The functional currency of the Company is the
Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary
economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and
expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash
flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Foreign currency transactions denominated in currencies
other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable
rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements
of comprehensive loss. The consolidated financial statements are
presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the
balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting
period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to
shareholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the
historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional
currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance
sheets. Translation of amounts from RMB into U.S. dollars
has been made at the following exchange rates:
Balance sheet items, except for equity accounts
December 31, 2022 RMB6.8983 to $1
June 30, 2022 RMB6.6991 to $1
Income statement and cash flows items
For the six months ended December 31, 2022 RMB6.9784 to $1
For the six months ended December 31, 2021 RMB6.4305 to $1 Segment reporting The Company’s management reviews the consolidated
results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has
only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s
long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenues are derived from
within the PRC. Therefore, no geographical segments are presented. Commitments and Contingencies In the normal course of business, the Company
is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters,
such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable
that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments
including historical and the specific facts and circumstances of each matter. Recent Accounting Pronouncements The Company is an emerging growth company (“EGC”)
as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of
extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting
standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition
periods. However, this election will not apply should the Company cease to be classified as an EGC. In June 2017, the FASB issued ASU 2016-13, Financial
Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured
at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity
must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted
information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users
of the financial statements. In November 2019, the FASB issued ASU 2019-10 which defers the effective dates for the credit losses, derivatives
and lease standards for certain companies. The deferred effective date for credit losses is January 1, 2023 for calendar-year end companies
which are “smaller reporting companies”, non-SEC filers and all other companies including not-for-profit companies and employee
benefit plans. The deferral for the derivatives and lease standards is only applicable to the companies which are not public business
entities. The Company is still evaluating the impact of the accounting standard of credit losses on the Company’s consolidated financial
statements and related disclosures. On December 18, 2019, the FASB issued ASU No.
2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several
aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate
consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during
interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod
allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are
partially based on income. The guidance is effective for calendar year-end public entities on January 1, 2021 and other entities on January
1, 2022. The Company adopted this guidance on July 1, 2021 and determined that the adoption of this guidance does not have material impacts
on its consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10,
“Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended
application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative
cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities
within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December
15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments in this Update should be applied retrospectively.
The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. The Company does not believe other recently issued
but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance
sheets, consolidated statements of income and consolidated statements of cash flows. |
