UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September
30, 2024
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 000-26731
Hongchang International Co., Ltd |
(Exact name of registrant as specified in its charter) |
Nevada | | 87-0627910 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Block 20, Hongchang Food Co., Ltd., Yuanhong Investment Zone, Donggao Village, Chengtou Town, Fuqing City, Fuzhou City, Fujian Province, 350300, China | | 350300 |
(Address of principal executive offices) | | (Zip Code) |
(86) 180 5901 6050
(Telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | None | | None |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the last 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 13, 2024, 518,831,367 shares of common stock were issued
and outstanding.
TABLE OF CONTENTS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q (“Report”),
financial statements, and notes to financial statements contain forward-looking statements that discuss, among other things, future expectations
and projections regarding future developments, operations, and financial conditions. Forward-looking statements may appear throughout
this Report and other documents we file with the Securities and Exchange Commission (the “SEC”), including without limitation,
the following section: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in this Report.
Forward-looking statements generally can be identified
by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,”
“plans,” “predicts,” “projects,” “will be,” “will continue,” “may,”
“could,” “will likely result,” and similar expressions. These forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from
those reflected in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision
to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Hongchang International Co., Ltd
Condensed Consolidated Balance Sheets
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
(unaudited) | | |
| |
| |
US$ | | |
US$ | |
ASSETS: | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
| 307,049 | | |
| 895,730 | |
Accounts receivable, net | |
| 291,266 | | |
| 742,851 | |
Amount due from a related party | |
| - | | |
| 141 | |
Other receivable, net | |
| 57,846 | | |
| 1,106,574 | |
Inventories, net | |
| 1,855,356 | | |
| 13,713 | |
Advance to supplier | |
| 799,273 | | |
| 13,811 | |
Advance to supplier-related party | |
| - | | |
| 59,324 | |
Other current assets | |
| 1,061,613 | | |
| 1,128,598 | |
Total current assets | |
| 4,372,403 | | |
| 3,960,742 | |
| |
| | | |
| | |
Non-current assets: | |
| | | |
| | |
Property and equipment, net | |
| 19,305 | | |
| 3,193 | |
Construction-in-progress | |
| 44,133,659 | | |
| 41,423,399 | |
Intangible assets, net | |
| 2,993 | | |
| 3,213 | |
Land use right, net | |
| 4,090,369 | | |
| 4,118,101 | |
Other non-current assets | |
| 9,492,501 | | |
| 706,920 | |
Total non-current assets | |
| 57,738,827 | | |
| 46,254,826 | |
Total assets | |
| 62,111,230 | | |
| 50,215,568 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Long-term bank loans -current portion | |
| 38,495 | | |
| - | |
Accounts payable | |
| 155,864 | | |
| 650,905 | |
Accounts payable-related party | |
| 182,514 | | |
| - | |
Accounts payable-construction in progress | |
| 16,239 | | |
| 18,493 | |
Advances from customers | |
| 29,537 | | |
| - | |
Accrued expenses and other liabilities | |
| 119,791 | | |
| 385,805 | |
Total current liabilities | |
| 542,440 | | |
| 1,055,203 | |
| |
| | | |
| | |
Non-current liabilities | |
| | | |
| | |
Deferred subsidies | |
| 2,008,175 | | |
| 1,989,463 | |
Long term loans | |
| 6,448,688 | | |
| - | |
Amounts due to related parties | |
| 12,399,628 | | |
| 6,682,959 | |
Total non-current liabilities | |
| 20,856,491 | | |
| 8,672,422 | |
| |
| | | |
| | |
Total liabilities | |
| 21,398,931 | | |
| 9,727,625 | |
| |
| | | |
| | |
Commitments and contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Common stock (US$0.001 par value; 2,000,000,000 shares authorized; 518,831,367 and 518,831,367 issued and outstanding as of September 30,
2024 and December 31, 2023, respectively) | |
| 518,831 | | |
| 518,831 | |
Additional paid-in capital | |
| 39,905,228 | | |
| 39,905,228 | |
Accumulated deficit | |
| (1,034,975 | ) | |
| (812,539 | ) |
Accumulated other comprehensive income | |
| 1,262,357 | | |
| 876,423 | |
Total Hongchang International Co., Ltd’s stockholders’ equity | |
| 40,651,441 | | |
| 40,487,943 | |
Non-controlling interests | |
| 60,858 | | |
| - | |
Total equity | |
| 40,712,299 | | |
| 40,487,943 | |
| |
| | | |
| | |
Total liabilities and equity | |
| 62,111,230 | | |
| 50,215,568 | |
The accompanying notes are
an integral part of these unaudited condensed consolidated financial statements.
Hongchang International Co., Ltd
Condensed Consolidated Statements of Operations
and Comprehensive Income (Loss)
(Unaudited)
| |
For the three months ended | | |
For the nine months ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
US$ | | |
US$ | | |
US$ | | |
US$ | |
Net revenue: | |
| 820,608 | | |
| 51,397 | | |
| 2,820,710 | | |
| 78,204 | |
Cost of revenue | |
| 770,472 | | |
| 62,955 | | |
| 2,672,132 | | |
| 104,430 | |
Gross (profit) loss | |
| 50,136 | | |
| (11,558 | ) | |
| 148,578 | | |
| (26,226 | ) |
Sales and marketing expenses | |
| (1,382 | ) | |
| - | | |
| (1,573 | ) | |
| - | |
General and administrative expenses | |
| (101,442 | ) | |
| (137,193 | ) | |
| (326,016 | ) | |
| (381,579 | ) |
Total operating expenses | |
| (102,824 | ) | |
| (137,193 | ) | |
| (327,589 | ) | |
| (381,579 | ) |
Operating loss | |
| (52,688 | ) | |
| (148,751 | ) | |
| (179,011 | ) | |
| (407,805 | ) |
Interest income | |
| 177 | | |
| 453 | | |
| 1,082 | | |
| 924 | |
Other income | |
| 2,328 | | |
| 7,630 | | |
| 3,484 | | |
| 18,309 | |
Other expenses | |
| (9 | ) | |
| 1 | | |
| (155 | ) | |
| (37 | ) |
Loss before income taxes | |
| (50,192 | ) | |
| (140,667 | ) | |
| (174,600 | ) | |
| (388,609 | ) |
Income tax benefit (expense) | |
| 5,421 | | |
| (3,826 | ) | |
| 11,580 | | |
| (3,826 | ) |
Net loss | |
| (44,771 | ) | |
| (144,493 | ) | |
| (163,020 | ) | |
| (392,435 | ) |
Less: net income attributable to non-controlling interests | |
| 16,289 | | |
| - | | |
| 59,413 | | |
| - | |
Net loss attributable to Hongchang International Co., Ltd’s common stockholders | |
| (61,060 | ) | |
| (144,493 | ) | |
| (222,433 | ) | |
| (392,435 | ) |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive loss net of tax: | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (44,771 | ) | |
| (144,493 | ) | |
| (163,020 | ) | |
| (392,435 | ) |
Foreign currency translation difference net of tax | |
| 1,456,463 | | |
| (463,178 | ) | |
| 387,376 | | |
| (356,177 | ) |
Total comprehensive income(loss) | |
| 1,411,692 | | |
| (607,671 | ) | |
| 224,356 | | |
| (748,612 | ) |
Less: comprehensive income attributable to non-controlling interest | |
| 18,132 | | |
| - | | |
| 60,858 | | |
| - | |
Comprehensive loss attributable to Hongchang International Co., Ltd’s common stockholders | |
| 1,393,560 | | |
| (607,671 | ) | |
| 163,498 | | |
| (748,612 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per share: | |
| | | |
| | | |
| | | |
| | |
Common stock - basic and diluted | |
| (0.00 | ) | |
| (0.00 | ) | |
| (0.00 | ) | |
| (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding used in calculating basic and diluted loss per share: | |
| | | |
| | | |
| | | |
| | |
Common stock - basic and diluted | |
| 518,831,367 | | |
| 449,998,706 | | |
| 518,831,367 | | |
| 449,998,706 | |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
Hongchang International Co., Ltd
Condensed Consolidated Statements of Changes
in Stockholders’ Equity
(Unaudited)
| |
Ordinary Shares | | |
Subscription | | |
Additional Paid-in | |
|
Accumulated | | |
Accumulated other comprehensive | | |
Total Hongchang International Co., Ltd stockholder’ | | |
Non- controlling | | |
Total Stockholder’s | |
| |
Shares | | |
Amount | | |
Receivable | | |
Capital | |
|
Deficit | | |
income (loss) | | |
equity | | |
interests | | |
Equity | |
Balance as of January 1, 2024 (US$) | |
| 518,831,367 | | |
| 518,831 | | |
| - | | |
| 39,905,228 | |
|
| (812,542 | ) | |
| 876,426 | | |
| 40,487,943 | | |
| - | | |
| 40,487,943 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | |
|
| (222,433 | ) | |
| - | | |
| (222,433 | ) | |
| 59,413 | | |
| (163,020 | ) |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | |
|
| - | | |
| 385,931 | | |
| 385,931 | | |
| 1,445 | | |
| 387,376 | |
Balance as of September 30, 2024 (US$) | |
| 518,831,367 | | |
| 518,831 | | |
| - | | |
| 39,905,228 | |
|
| (1,034,975 | ) | |
| 1,262,357 | | |
| 40,651,441 | | |
| 60,858 | | |
| 40,712,299 | |
| |
Ordinary Shares | | |
Subscription | | |
Additional Paid-in | |
|
Accumulated | | |
Accumulated other comprehensive | | |
Total Hongchang International Co., Ltd stockholder’ | | |
Non- controlling | | |
Total Stockholder’s | |
| |
Shares | | |
Amount | | |
Receivable | | |
Capital | |
|
Deficit | | |
income (loss) | | |
equity | | |
interests | | |
Equity | |
Balance as of January 1, 2023 (US$) | |
| 415,582,375 | | |
| 415,582 | | |
| (415,582 | ) | |
| - | |
|
| (433,745 | ) | |
| 15,092 | | |
| (418,653 | ) | |
| - | | |
| (418,653 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | |
|
| (392,435 | ) | |
| - | | |
| (392,435 | ) | |
| - | | |
| (392,435 | ) |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | |
|
| - | | |
| (356,177 | ) | |
| (356,177 | ) | |
| - | | |
| (356,177 | ) |
Contribution from shareholder | |
| - | | |
| - | | |
| 415,582 | | |
| 40,825,526 | |
|
| - | | |
| - | | |
| 41,241,108 | | |
| - | | |
| 41,241,108 | |
Deemed issuance of share upon the Merger transaction | |
| 103,248,992 | | |
| 103,249 | | |
| - | | |
| (920,298 | ) |
|
| - | | |
| - | | |
| (817,049 | ) | |
| - | | |
| (817,049 | ) |
Balance as of September 30, 2023 (US$) | |
| 518,831,367 | | |
| 518,831 | | |
| - | | |
| 39,905,228 | |
|
| (826,180 | ) | |
| (341,085 | ) | |
| 39,256,794 | | |
| - | | |
| 39,256,794 | |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
Hongchang International Co., Ltd
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| |
For the nine months ended September 30, | |
| |
2024 | | |
2023 | |
| |
US$ | | |
US$ | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net loss | |
| (163,020 | ) | |
| (392,435 | ) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 67,258 | | |
| 59,602 | |
Accrued interest income derived from loan to third party | |
| - | | |
| (18,026 | ) |
Gain on disposal of a subsidiary | |
| (10 | ) | |
| - | |
Deferred tax benefit | |
| (16,222 | ) | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 447,683 | | |
| (14 | ) |
Inventories | |
| (1,797,790 | ) | |
| (26,405 | ) |
Advance to supplier | |
| (794,470 | ) | |
| - | |
Advance to supplier-related party | |
| 58,460 | | |
| - | |
Other receivable | |
| (24,395 | ) | |
| - | |
Other current assets | |
| 91,981 | | |
| (862,632 | ) |
Accounts payable | |
| (489,264 | ) | |
| - | |
Accounts payable-related party | |
| 178,180 | | |
| - | |
Accrued expenses and other payables | |
| (263,138 | ) | |
| 2,821 | |
Advance from customers | |
| 28,836 | | |
| 10,913 | |
Deferred subsidies | |
| - | | |
| 2,003,319 | |
Net cash (used in) provided by operating activities | |
| (2,675,911 | ) | |
| 777,143 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Purchases of property and equipment | |
| (10,856,228 | ) | |
| (40,391,648 | ) |
Repayments from a related party | |
| 139 | | |
| - | |
Repayments from a third party | |
| 1,086,307 | | |
| - | |
Cash disposed on disposal of a subsidiary | |
| (131 | ) | |
| - | |
Loan to a third party | |
| - | | |
| (1,015,527 | ) |
Net cash used in investing activities | |
| (9,769,913 | ) | |
| (41,407,175 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Capital contribution by stockholders | |
| - | | |
| 41,241,108 | |
Proceeds from long term loans | |
| 6,333,153 | | |
| - | |
Repayments of a loan from a related party | |
| (2,413,571 | ) | |
| (2,660,425 | ) |
Proceeds from loans from related parties | |
| 7,943,309 | | |
| 1,792,987 | |
Net cash provided by financing activities | |
| 11,862,891 | | |
| 40,373,670 | |
| |
| | | |
| | |
Effect of exchange rate changes | |
| (5,748 | ) | |
| 1,116,340 | |
| |
| | | |
| | |
Net (decrease) increase in cash | |
| (588,681 | ) | |
| 859,978 | |
Cash at beginning of period | |
| 895,730 | | |
| 3,141 | |
Cash at end of period | |
| 307,049 | | |
| 863,119 | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Interest paid | |
| 208,243 | | |
| - | |
Interest capitalized | |
| 222,248 | | |
| - | |
Supplemental disclosure of non-cash transactions | |
| | | |
| | |
Other receivable from disposal of a subsidiary | |
| 27,924 | | |
| - | |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
Hongchang International Co., Ltd
Notes to Unaudited Condensed Consolidated Financial
Statements
1. ORGANIZATION
(a) Nature
of operations
Hongchang International Co.,
Ltd (the “Company”) was incorporated in the state of Nevada on May 18, 1987. The Company is a holding company.
On September 4, 2023, Heyu
Biological Technology Corporation (“HYBT”), the Company’s predecessor, completed the merger and other related transactions
(the “Merger Transactions”) with Hongchang Global Investment Holdings Limited (“Hongchang BVI”), as a result of
which Hongchang BVI became a wholly-owned subsidiary of HYBT and HYBT assumed and began conducting the principal business of Hongchang
BVI. The name of the Company was changed from “Heyu Biological Technology Corporation” to “Hongchang International Co.,
Ltd.” (HCIL).
The “Group” means
(i) prior to the completion of the Reorganization, Hongchang BVI and its subsidiaries that engage in businesses of food trade and biotechnology
in China (ii) upon and after completion of the Merger Transactions, the Company and its subsidiaries that engage in businesses of food
trade and meat processing in China.
(b) History
and reorganization of the Group
In preparation of the Merger
Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”).
On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang
Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”) in British Virgin Island, respectively.
On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2
which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned
subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated
a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”).
WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin
hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of
the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization
is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried
over at their historical amounts. Therefore, the accompanying unaudited condensed consolidated financial statements were prepared as if
the corporate structure of the Group had been in existence since the beginning of the periods presented.
(c) Reverse merger
On August 21, 2023, HYBT entered
into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders,
Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated
in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang
BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin
Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms.
Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders
sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang
BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”),
of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong
Jin Investment Limited.
Immediately following the
closing of the Hongchang Acquisition, HYBT had a total of 518,831,367 issued and outstanding shares of common stock. The 415,582,375 Consideration
Shares constitute 80.1% of its enlarged share capital following the closing of the Hongchang Acquisition. The exchange consideration
for the Hongchang Acquisition was determined on an arms’ length basis based on our valuation of Hongchang BVI and its subsidiaries
and its assets.
As HYBT, the legal acquirer
and accounting acquiree, does not meet the definition of a business, management concluded that the Merger should be accounted for as a
continuation of the financial statements of Hongchang BVI (the legal subsidiary), together with a deemed issue of shares and a re-capitalization
of the equity of Hongchang BVI. Hongchang BVI is the continuing entity and is deemed to have issued shares in exchange for the identifiable
net assets held by HYBT together with the listing status of HYBT. Management concluded that September 4, 2023 is the acquisition date
of the Merger.
Upon the completion of the
reverse merger, the Company has set up a few new subsidiaries: Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”),
Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import & Export”), Fuqing Hongchang Global Supply Chain
Co., Ltd (“Hongchang Supply Chain”), and Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang
Agricultural”) in order for the company to develop different businesses. As of the date of this report, these subsidiaries have
not generated significant revenue.
In May 2024, the Company set
up a new subsidiary Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”), which is mainly engaged in the initial processing of agricultural
products, specializing in pork segmentation and trade. Hongfu Food purchasing pork as raw materials and processing or dividing them into
various finished products according to customer needs, or through secondary segmentation into various specifications of packed finished
products.
Based on above transactions,
the accompanying unaudited condensed consolidated financial statements reflect the activities of each of the following entities:
Entity | | Place of
incorporation | | Percentage of
direct or indirect
ownership
by the Company | | Principal activities |
Subsidiaries: | | | | | | |
Hong Chang Global Investment Holdings Limited (Hongchang BVI) | | British Virgin Island | | 100% | | Investment holding |
Hong Chang Biotechnologies (HK) Limited (Hongchang HK) | | Hong Kong | | 100% | | Investment holding |
Fujian Hongjin Biotechnology Co., Ltd. (WFOE) | | PRC | | 100% | | Provision of technical and consultation services |
Fuqing Hongchang Food Co., Ltd (Hongchang Food) | | PRC | | 100% | | Provision of Food Industry Park operation, food trade and meat processing |
Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”) | | PRC | | 100% | | Provision of food trade |
Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import&Export”) | | PRC | | 100% | | Provision of food trade |
Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”) | | PRC | | 100% | | Provision of food trade |
Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”) | | PRC | | 100%, disposed on September 3, 2024 | | Provision of food trade and biotechnology |
Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”) | | PRC | | 51% | | Provision of food trade and meat processing |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited condensed consolidated
financial statements include the accounts of the Group and its subsidiaries and have been prepared in accordance with U.S. GAAP and the
requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules,
certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited
condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and,
in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair
statement of the Group’s financial information. These interim results are not necessarily indicative of the results to be expected
for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances
and transactions have been eliminated in consolidation.
Through the Reorganization, the Company became the holding company
of the companies now comprising the Group. Accordingly, for the purpose of preparing the unaudited condensed consolidated financial statements
of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period.
Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were
under the common control of the controlling stockholder before and after the Reorganization. Accordingly, the financial statements were
prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed
at the date when contributed business first came under the control of the controlling party. The unaudited condensed consolidated statements
of operations and comprehensive income(loss), changes in equity and cash flows of the Group included the results and cash flows of all
companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came
under the common control of the controlling stockholder, whenever the period is shorter.
Principles of consolidation
The accompanying unaudited
condensed consolidated financial statements of the Company include the financial statements of the Company and its subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
Use of estimates
The preparation of the unaudited condensed consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported
period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected
in the Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment
of long-lived assets, valuation of deferred tax assets, current expected credit loss of receivables, and valuation of inventory and advance.
Management bases the estimates
on historical experience and on various other assumptions as discussed elsewhere to the unaudited condensed consolidated financial statements
that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts
and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known.
Actual results could materially differ from these estimates.
Foreign Currency
The Group’s principal
country of operations is the PRC. The accompanying unaudited condensed consolidated financial statements are presented in US$. The functional
currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The unaudited condensed consolidated
financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates
as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive income.
Gains and losses from foreign currency transactions are included in profit or loss.
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
US$: RMB exchange rate | |
| 7.0138 | | |
| 7.0798 | |
| |
For the nine months ended September 30 | |
| |
2024 | | |
2023 | |
US$: RMB exchange rate | |
| 7.1844 | | |
| 7.0308 | |
The RMB is not freely convertible
into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made
that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
Cash
Cash consists of cash on hand
and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or
use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only
insured each depositor at one bank for a maximum of approximately US$70,000 (RMB 500,000). The amount in excess of the insurance as of
September 30, 2024, was approximately $155,359, the Group has not experienced any losses in bank accounts.
Accounts receivable and allowance for credit
losses
Accounts receivable are stated at the historical carrying amount net
of allowance for expected credit losses. The Group adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic
326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. The Group
also adopted this guidance to other receivables. To estimate expected credit losses, The Group has identified the relevant risk characteristics
of its customers and the related receivables. The Group considers past collection experience, current economic conditions, future economic
conditions (external data and macroeconomic factors) and changes in the Group’s customer collection trends. The allowance for credit
losses and corresponding receivables were written off when they are determined to be uncollectible.
Inventories
Inventories are stated at the lower of cost or net realizable value.
Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost
of inventory is determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory.
Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.
Property and equipment, net
Property and equipment are
stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to
write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.
Category | | Estimated useful life |
Equipment | | 3 years |
Construction-in-progress
Property and equipment that
are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress.
Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific
property and equipment accounts and commences depreciation when these assets are ready for their intended use.
Capitalized Interest
Interest incurred during and
directly related to construction-in-progress is capitalized to the related property under construction during the active construction
period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties
are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific
borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred.
For the nine months ended September 30, 2024 and 2023, the total interest capitalized in the construction-in-progress was US$222,248 and
US$nil, respectively.
Intangible assets
Intangible assets are carried
at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method over the
estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate
the original estimated useful lives have changed.
Category | | Estimated useful life |
Purchased software | | 10 years |
Land use right, net
The land use rights represent
the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line
basis over the terms of the respective land use rights certificates.
Impairment of long-lived assets other than
goodwill
Long-lived assets are evaluated
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 amount may not be fully recoverable or that the useful life is shorter than the
Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing carrying value of the assets
to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If
the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, The Group recognizes an impairment
loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the nine
months ended September 30, 2024 and 2023 was US$nil and US$nil, respectively.
Fair value of financial instruments
Fair value is defined as the price that would be received from selling
an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date. When determining
the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group
considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants
would use when pricing the asset or liability.
Accounting guidance establishes
a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement.
ASC 820 establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 — Observable
inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — Other inputs
that are directly or indirectly observable in the marketplace.
Level 3 — Unobservable
inputs which are supported by little or no market activity.
Financial assets and liabilities
of the Group primarily consist of cash, accounts receivable, amounts due from related party, other receivables, accounts payables, accounts
payable-related party, accounts payables - construction in progress and accrued expenses and other liabilities. As of September 30, 2024
and December 31, 2023, the carrying values of these financial assets and liabilities approximate their fair values due to the short-term
nature.
Revenue recognition
The Group adopted Accounting
Standards Codification (“ASC”) 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with
customers, the Group performs the following five steps:
|
Step 1: |
Identify the contract with the customer |
|
Step 2: |
Identify the performance obligations in the contract |
|
Step 3: |
Determine the transaction price |
|
Step 4: |
Allocate the transaction price to the performance obligations in the contract |
|
Step 5: |
Recognize revenue when The Group satisfies a performance obligation |
The Group generates revenue
from food trading business.
The Group enters into contract
with their customers to provide food, mainly frozen pork. All of the Group’s contracts have single performance obligation as the
promise is to transfer the goods to customers, and there are no other separately identifiable promises in the contracts. The Group recognizes
revenue when it transfers its goods to customers in an amount that reflects the consideration to which The Group expects to be entitled
in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because the
Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible
for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the
control has been transferred, usually when the customer accepts the goods.
Cost of revenue
Costs of revenues consist primarily of purchase price of products,
shipping and handling expenses from supplier to the Group and related costs, which are directly attributable to products. Write-down of
inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods to customers are expensed
in the periods incurred and are included in cost of revenues. The Group accounts for shipping and handling expenses as fulfillment costs
because shipping and handling activities occur before the customers obtain control of the goods. Shipping and handling expenses amounted
to US$19,578 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.
Sales and marketing expenses
Sales and marketing expenses consist primarily of travelling expenses,
marketing conference expenses, advertising expenses and salaries and other compensation-related expenses for sales and marketing personnel.
The Group expenses all advertising costs as incurred. Advertising costs amounted to US$nil and US$nil for the nine months ended September
30, 2024 and 2023, respectively.
General and administrative expenses
General and administrative
expenses consist primarily of salaries and benefits for employees involved in general corporate functions, amortization of land use right,
legal and other professional services fees, rental and other general corporate related expenses.
Government Subsidies
Government subsidies are recognized
when there is reasonable assurance that the subsidy will be received and all attaching conditions will be complied with. When the subsidy
relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs
that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the
statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total
government subsidies recorded in the deferred subsidies were US$2,008,175 and US$1,989,463 as of September 30, 2024 and December 31, 2023,
respectively.
Value-added taxes
Sales revenue represents the
invoiced value of goods, net of VAT. The applicable VAT rate was 13% or 9% (depending on the type of goods involved) for products sold
in the PRC. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT
liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is
recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Group’s subsidiaries in
China, have been and remain subject to examination by the tax authorities.
Income taxes
Current income taxes are
recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and
liability method in accordance with ASC 740, Income Tax, (“ASC 740”). Under this method, deferred tax
assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets
and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the unaudited condensed
consolidated statements of operations and comprehensive income(loss) in the period of change. Valuation allowances are established when
necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets
will not be realized.
The Group records liabilities
related to uncertain tax positions when, despite the Group’s belief that the Group’s tax return positions are supportable,
the Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued
interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Group did not recognize uncertain
tax positions as of September 30, 2024 and December 31, 2023.
Related party transactions
Parties are considered to
be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the
other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control
or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties.
Transactions involving related
parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were
consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.
Earnings per share
The Group calculates earnings
per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net
income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed similar to
basic earnings per share except that the denominator is increased to include the number of additional common stock that would have been
outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. On September 4,
2023, the Group completed its reorganization whereby Hongchang BVI’s stockholders received 415,582,375 shares in exchange
for all the share capital of Hongchang BVI, which is reflected retroactively to December 31, 2021 and will be utilized for calculating
earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share
as if the exchange occurred at the beginning of both periods for the unaudited condensed consolidated financial statements of the Group.
The impact of the stock exchange is also shown on the Group’s Condensed Consolidated Statements of Changes in Stockholders’
Equity.
Before the reorganization, Hongchang Food depended on loans from stockholders
for the construction of the Hongchang Food Industrial Park and its daily operations. These were recorded as loans from related parties.
In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding loan balance of US$41,241,108 into a capital
contribution. The company then recalculated the weighted average number of common stocks outstanding during the period, based on the timing
of the cash inflows from the stockholder loans.
Comprehensive income
The Group applies ASC 220,
Comprehensive Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in
a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Group during a period arising
from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders.
For the nine months ended September 30, 2024 and 2023, the Group’s comprehensive income(loss) includes net income(loss) and other
comprehensive income(loss).
Segment reporting
ASC 280, Segment Reporting,
(“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments,
products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision
maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions
about allocating resources and assessing performance of the Group. As a whole and hence, we have only one reportable segment. We do not
distinguish between markets or segments for the purpose of internal reporting. As our long-lived assets are substantially located in
the PRC, no geographical segments are presented.
Uncertainty and risks
Political, social and economic risks
The Group has substantial
operations in China through its PRC subsidiaries. Accordingly, the Group’s business, financial condition, and results of operations
may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s
results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Group has not
experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization
and structure disclosed in Note 1, this may not be indicative of future results.
The Group’s business,
financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions,
natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly
disrupt The Group’s operations.
Liquidity
The Company had an accumulated
deficit of US$1,034,975 as of September 30, 2024 and a net loss of US$163,020 during the nine months ended September 30, 2024. However,
in May 2023, Hongchang BVI received a cash injection of US$41,241,108 from shareholders via its subsidiary, Hongchang Food. On April 1,
2023, Hongchang Food secured an interest-free loan agreement with Zengqiang Lin, enabling it to access up to RMB60.0 million (approximately
US$8.5 million) from April 1, 2023, to March 31, 2026. Consequently, the combination of the Company’s current cash reserves, the
capital contributions received, and the loans from shareholders are anticipated to provide sufficient funds to carry out the Company’s
planned operations through the next twelve months.
Concentration risks
Concentration of credit risk
Financial instruments that
potentially expose the Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places
its cash with financial institutions with high credit ratings and quality.
The Group conducts credit
evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance
for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers.
Concentration of customers and suppliers
For the nine months ended September 30, 2024, one major client accounted
for 25% of the Group’s total revenues, and two major suppliers accounted for 47% and 29% of the Group’s total procurement.
For the nine months ended September 30, 2023, two major clients accounted
for 62% and 38% of The Group’s total revenues, and three major suppliers accounted for 38%,34% and 20% of the Group’s total
procurement.
As of September 30, 2024,
three major clients accounted for 57%, 12% and 11% of The Group’s total accounts receivable, three vendors accounted for 51%, 26%
and 13% of the Group’s total account payable.
As of December 31, 2023, one
major client accounted for 96% of the Group’s total accounts receivable, two vendors accounted for 81% and 15% of the Group’s
total account payable.
Financial Statement Reclassification
Certain balances in the
prior year unaudited condensed consolidated financial statements have been reclassified for comparison purposes to conform to the
presentation in the current year unaudited condensed consolidated financial statements. These reclassifications had no effect on the
reported results of operations or financial position.
Recent accounting pronouncements
In November 2023, the FASB
issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU
2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant
segment expenses. Among other things, ASU 2023-07 requires a public entity to disclose, (1) on an annual and interim basis, significant
segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of
segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue
less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss),
including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit
or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources.
The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those
measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required
by the amendments in this update and all existing segment disclosures. The ASU 2023-07 is effective for the current fiscal year 2024
annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. We do not expect the
adoption of this accounting standard to have an impact on our unaudited condensed consolidated financial statements.
In December 2023, the FASB
issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU
2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate
reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and
foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also
requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective
application is permitted. The Group is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed
consolidated financial statements and related disclosures.
Other accounting standards
that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited
condensed consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to
have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.
3. DISPOSITION OF SUBSIDIARIES
On September 3, 2024, Hongchang Supply Chain, the Company’s wholly owned subsidiary, sold 100% of the equity interest in Hongchang
Agricultural to an unrelated individual third party for a total consideration of RMB 201,000. Hongchang Agricultural is not a significant
subsidiary and the disposition of all of the equity interests in Hongchang Agricultural did not constitute a strategic shift that would
have a major effect on the Company’s operations and financial results. As a result, the results of operations for Hongchang Agricultural
were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements.” For the
nine months ended September 30, 2024, the Company recognized $10 gain on the disposal of all of the interests in Hongchang Agricultural.
4. ACCOUNTS RECEIVABLE
Accounts receivable consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Accounts receivable | |
| 291,266 | | |
| 742,851 | |
| |
| 291,266 | | |
| 742,851 | |
For the nine months ended
September 30, 2024, and 2023, the Company had no allowance for expected credit losses for accounts receivable.
5. OTHER RECEIVALBE
Other receivable consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Loans to third parties | |
| - | | |
| 1,079,127 | |
Others | |
| 57,846 | | |
| 27,447 | |
| |
| 57,846 | | |
| 1,106,574 | |
For the nine months ended
September 30, 2024, and 2023, the Company had no allowance for expected credit losses for other receivable.
Outstanding balances of loan
to third parties consist of the following:
As of December 31, 2023 | | Balance | | | Maturity Date | | Effective Interest Rate | | | Collateral/Guarantee |
| | US$ | | | | | | | | |
Sichuan Xiongji Construction Engineering Co., Ltd (Sichuan Xiongji)* | | | 1,079,127 | | | February 28,
2024 | | | 3.00 | % | | N/A |
Total | | | 1,079,127 | | | | | | | | | |
As of September 30, 2024,
the outstanding balances of loans to third parties have been collected in full.
6. INVENTORIES
Inventories consisted of the
following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Work in progress | |
| 32,403 | | |
| - | |
Finished goods | |
| 1,822,953 | | |
| 13,713 | |
| |
| 1,855,356 | | |
| 13,713 | |
Less: provision for impairment of inventories | |
| - | | |
| - | |
| |
| 1,855,356 | | |
| 13,713 | |
7. ADVANCE TO SUPPLIER
Advance to supplier consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Advance to supplier | |
| 799,273 | | |
| 13,811 | |
Advance to supplier-related party | |
| | | |
| 59,324 | |
| |
| 799,273 | | |
| 73,135 | |
8. OTHER CURRENT ASSETS
Other current assets consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
VAT recoverable | |
| 978,518 | | |
| 1,039,421 | |
Deferred tax assets | |
| 83,095 | | |
| 65,858 | |
Prepaid Expenses | |
| - | | |
| 23,319 | |
| |
| 1,061,613 | | |
| 1,128,598 | |
9. PROPERTY AND EQUIPMENT
Property and equipment consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Office equipment | |
| 21,672 | | |
| 3,381 | |
Accumulated depreciation | |
| (2,367 | ) | |
| (188 | ) |
| |
| 19,305 | | |
| 3,193 | |
Depreciation expense was US$
2,126 and US$nil for the nine months ended September 30, 2024, and 2023, respectively.
10. CONSTRUCTION-IN-PROGRESS
Construction-in-progress consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Construction in progress | |
| 44,133,659 | | |
| 41,423,399 | |
| |
| 44,133,659 | | |
| 41,423,399 | |
Hongchang Food Industrial
Park covers a site area of 108,000 square meters, with a floor area of about 130,000 square meters. Hongchang Food
Industrial Park is still under construction and expected to complete construction by 2024.
11. INTANGIBLE ASSETS
Intangible assets consist
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Purchased software | |
| 3,326 | | |
| 3,295 | |
Less: accumulated amortization | |
| (333 | ) | |
| (82 | ) |
| |
| 2,993 | | |
| 3,213 | |
Amortization expenses for the Purchased software were US$243 and US$nil for
the nine months ended September 30, 2024, and 2023. No impairment charge was recorded for the nine months ended September 30,
2024, and 2023, respectively.
|
|
For the years ended December 31, |
|
|
|
2024* |
|
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 and
thereafter |
|
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
Amortization expenses |
|
|
83 |
|
|
|
333 |
|
|
|
333 |
|
|
|
333 |
|
|
|
333 |
|
|
|
1578 |
|
* | For the three months ending December 31, 2024 |
12. LAND USE RIGHT, NET
Land use rights, net consist
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Land use rights | |
| 4,430,089 | | |
| 4,388,808 | |
Less: accumulated amortization | |
| (339,720 | ) | |
| (270,707 | ) |
| |
| 4,090,369 | | |
| 4,118,101 | |
Amortization expenses for
the land use rights were US$64,889, and US$59,602 for the nine months ended September 30, 2024, and 2023, respectively. No impairment
charge was recorded for the nine months ended September 30, 2024, and 2023, respectively. The term is 50 years of the land use right and
will terminate in 2070.
| |
For the years ended December 31, | |
| |
2024* | | |
2025 | | |
2026 | | |
2027 | | |
2028 | | |
2029 and thereafter | |
| |
US$ | | |
US$ | | |
US$ | | |
US$ | | |
US$ | | |
US$ | |
Amortization expenses | |
| 22,156 | | |
| 88,623 | | |
| 88,623 | | |
| 88,623 | | |
| 88,623 | | |
| 3,713,721 | |
13. OTHER NON-CURRENT ASSTES
Other non-current assets consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Advance payment for construction | |
| 9,492,501 | | |
| 706,920 | |
| |
| 9,492,501 | | |
| 706,920 | |
Advance payment for construction
were US$9,492,501, and US$706,920 as of September 30, 2024 and December 31, 2023, respectively, which is advanced payment to Sichuan Xiongji
for the construction of Hongchang Food Industrial Park.
14. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted
of the following:
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Payroll and welfare payables | |
| 108,518 | | |
| 92,262 | |
Value-added tax and other taxes payable | |
| 2,245 | | |
| 239,543 | |
Others | |
| 9,028 | | |
| 54,000 | |
| |
| 119,791 | | |
| 385,805 | |
15. LONG TERM LOANS
Long-term loans represent the amounts due to various banks lasting
over one year. Usually, long-term bank loans cannot be renewed with these banks upon maturity. The Group is in compliance with all long-term
bank loan covenants. As of December 31, 2023, the Group had no loans. Beginning in 2024, the Group entered into five loan agreements,
with outstanding loan balances as follows:
| | | | | | | | | | | Effective | | | |
| | | | | | | | Maturity | | | Interest | | | |
As of September 30, 2024 | | | | | Balance | | | Date | | | Rate | | | Collateral/Guarantee |
| | | | | US$ | | | | | | | | | |
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. | | | 1 | | | | 2,281,207 | | | 16-Jan-34 | | | | 5.25% | | | Construction in progress of the Hongchang Food Industrial Park |
| | 2 | | | | 2,566,358 | | | | | | | |
| | 3 | | | | 998,028 | | | | | | | |
| | 4 | | | | 285,151 | | | | | | | |
| | 5 | | | | 356,439 | | | | | | | |
Total | | | | | | | 6,487,183 | | | | | | | | | | |
The future maturities of long-term loans are as follows:
For the years ending December 31, | |
Principal | |
Remainder of 2024 | |
$ | — | |
2025 | |
| 76,991 | |
2026 | |
| 142,575 | |
2027 | |
| 142,575 | |
2028 | |
| 273,745 | |
Thereafter | |
| 5,851,297 | |
| |
$ | 6,487,183 | |
less: current portion | |
$ | 38,495 | |
Non-current portion | |
$ | 6,448,688 | |
The purposes of these long
term loans are for the construction of Hongchang Food Industrial Park, the interest of these loans was capitalized in construction-in-progress,
Interest capitalized in construction-in-progress was US$222,248 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.
16. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL
In January 2023, 100 shares
of common stock of Hongchang BVI were allotted and issued to the controlling stockholders, of par value US$1.
As per the Reorganization
described in Note 1(b) History and reorganization of the Group, the unaudited condensed consolidated financial statements were prepared
as if the 100 shares had been in existence since the beginning of the periods presented. As per the Reverse merger described in Note 1(c),
in the “Unaudited Condensed Consolidated Statements of Stockholder’s Equity”, the 100 shares of the legal subsidiary
(the accounting acquirer) was restated using the exchange ratio established in the acquisition agreement to reflect the number of shares
of the legal parent (the accounting acquiree) issued in the reverse acquisition.
In preparation of the Merger
Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”).
On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang
Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”) in British Virgin Island, respectively.
On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2
which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned
subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned
subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”). WFOE
then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and
30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization are
under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization is accounted for
in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their
historical amounts. Therefore, the unaudited condensed consolidated financial statements were prepared as if the 100 shares had been in
existence since the beginning of the periods presented.
On August 21, 2023, HYBT entered into a Share Exchange Agreement (the
“Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business
company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders”
and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”).
Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin.
Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance
with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting
all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s
common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532
shares were issued to Hong Jin Investment Limited. Therefore, in the “Unaudited Condensed Consolidated Statements of Stockholders’
Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) were restated using the exchange ratio established in
the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.
In May 2023, Hongchang BVI
received US$41,241,108 cash contribution from stockholders through its subsidiary Hongchang Food.
On September 1, 2023, upon
closing the Merger, 100 shares of Hongchang BVI par value US$1.00, constituting all of the issued and outstanding share capital of Hongchang
BVI, were exchanged for the right to receive 415,582,375 shares of common stock of the Company, par value US$0.001.
17. RELATED PARTY TRANSACTIONS
The principal related parties
with which the Group had transactions during the years presented are as follows:
Names of related parties | | Relationship with The Group |
Zengqiang Lin | | The principal stockholder and director of the Company |
Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”) | | An entity controlled by the principal stockholder of the Company |
Fuqing Changhong Agricultural Products Supply Chain Co. Ltd.(“Changhong”) | | An entity controlled by the principal stockholder of the Company |
Zhenzhu Lin | | The principal stockholder of the Company |
Fujian Xindefu Agricultural Products Co., Ltd.(“Xindefu”) | | Non-controlling shareholder of Hongfu Food |
Xiuhua Zhou | | Owner of Xindefu |
| (b) | Other than disclosed elsewhere, the Group had the following significant related party transactions for the nine months ended September 30, 2024 and 2023: |
| |
For nine months ended
September 30, | |
| |
2024 | | |
2023 | |
| |
US$ | | |
US$ | |
Proceeds from loans from related parties: | |
| | |
| |
-Zengqiang Lin | |
| 4,742,348 | | |
| 1,792,987 | |
-Zhenzhu Lin | |
| 1,684,201 | | |
| - | |
-Xiuhua Zhou | |
| 1,516,760 | | |
| - | |
| |
| 7,943,309 | | |
| 1,792,987 | |
| |
| | | |
| | |
Repayment of a loan from a related party: | |
| | | |
| | |
-Zengqiang Lin | |
| (1,787,216 | ) | |
| (2,660,425 | ) |
-Zhenzhu Lin | |
| (626,355 | ) | |
| - | |
| |
| (2,413,571 | ) | |
| (2,660,425 | ) |
| |
| | | |
| | |
Refunds from a related party | |
| | | |
| | |
-Xinhongbo | |
| 58,460 | | |
| - | |
-Changhong | |
| 139 | | |
| - | |
| |
| 58,599 | | |
| | |
| |
| | | |
| | |
Capital contribution to Hongchang Food: | |
| | | |
| | |
-Zengqiang Lin | |
| - | | |
| 41,241,108 | |
| |
| | | |
| | |
Sales of goods: | |
| | | |
| | |
-Fujian Xindefu Agricultural Products Co., Ltd. | |
| 1,352 | | |
| - | |
| |
| | | |
| | |
Procurement of goods: | |
| | | |
| | |
-Fujian Xindefu Agricultural Products Co., Ltd. | |
| 268,552 | | |
| - | |
| |
| | | |
| | |
Procurement of service: | |
| | | |
| | |
-Fujian Xindefu Agricultural Products Co., Ltd. | |
| 198,436 | | |
| - | |
| (c) | The Group had the following related party balances as of September 30, 2024 and December 31, 2023: |
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
US$ | | |
US$ | |
Advance to supplier-related party | |
| | |
| |
-Xinhongbo | |
| - | | |
| 59,324 | |
Amount due from a related party | |
| | | |
| | |
-Changhong | |
| - | | |
| 141 | |
| |
| | | |
| | |
Accounts payable-related party | |
| | | |
| | |
-Fujian Xindefu Agricultural Products Co., Ltd. | |
| 182,514 | | |
| - | |
| |
| | | |
| | |
Amounts due to related parties: | |
| | | |
| | |
-Zengqiang Lin | |
| 9,762,405 | | |
| 6,682,959 | |
-Zhenzhu Lin | |
| 1,083,573 | | |
| - | |
-Xiuhua Zhou | |
| 1,553,650 | | |
| - | |
All balances with the related
parties as of September 30, 2024 and December 31, 2023 were unsecured, interest-free and had no fixed terms of repayments except for the
following:
On April 1, 2023, Hongchang
Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to RMB60.0 million (US$8.6
million) for the period from April 1, 2023 to March 31, 2026.
On May 16, 2024, Hongfu Food
entered into an interest-free loan agreement with Zhenzhu Lin to obtain aggregate maximum loans of up to RMB30.0 million (US$4.3 million)
for the period from May 16, 2024 to May 15, 2027.
On May 30, 2024, Hongfu Food
entered into an interest-free loan agreement with Xiuhua Zhou to obtain aggregate maximum loans of up to RMB20.0 million (US$2.9 million)
for the period from May 30, 2024 to May 29, 2027.
18. COMMITMENTS AND CONTINGENCIES
As of September 30, 2024,
the Group has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial
Buildings. Total outstanding commitments under these contracts were US$13,087,649 and US$23,698,063 as of September 30, 2024
and December 31, 2023, respectively. The Group expected to pay off all the balances within 1-3 years.
19. SUBSEQUENT EVENTS
Management has reviewed the Group’s operations for potential disclosure or financial statement impacts related to events occurring
after September 30, 2024 through the date the release of the unaudited condensed consolidated financial statements contained in this quarterly
report on From 10-Q were issued. Based on such evaluation, there were no additional subsequent event disclosures or financial statement
impacts related to events occurring after September 30, 2024 that warranted adjustment to or disclosure in these unaudited condensed consolidated
financial statement except disclosed below.
On October 23, 2024, the
Company entered a sale-leaseback contract with Chailease International Finance Co., LTD (“Chailease”). According to the
contract, the Company sold its machines for a total price of RMB4,039,280 (approximately US$718,000) and immediately leased them
back from Chailease for a period of 36 months, from October 25, 2024 to October 25, 2027. The cost of the relevant equipment
is approximately RMB1.73 million (approximately US$248,000), which has been accounted for in the other non-current assets.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion
and analysis of financial condition and results of operations relates to the operations and financial condition reported in our unaudited
condensed consolidated financial statements, which appear elsewhere in this Report, and should be read in conjunction with such financial
statements and related notes included in this Report. Except for the historical information contained herein, the following discussion,
as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe
harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these
forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere
in this Report.
Overview
Hongchang International Co.,
Ltd (the “Company”, formerly known as Heyu Biological Technology Corporation) was incorporated in the state of Nevada on May
18, 1987.
Hongchang Global Investment
Holdings Limited (“Hongchang BVI”)) was incorporated in British Virgin Island under the laws of the British Virgin Islands
in January 2023. Fuqing Hongchang Food Co., Ltd. (“Hongchang Food”, or the “Operating Entity”) was established
in September 2017, and primarily engages in the construction of and investment in Hongchang Food Industrial Park project. Its main asset
is its investment in the food industrial park, which was obtained by bidding in September 2020 and is currently under construction. Upon
completion of such project, Hongchang Food will undertake the operation of the food industry park as the leader, and aim to drive the
business of food trade, meat processing, and end retail. Our goal is to establish a complete industry chain for meat products and develop
an innovative business model with core competitiveness in this traditional industry to ensure stable and sustainable profit growth. Hongchang
Food has commenced limited sales operations in 2023, starting from May 2024, and established a meat processing and trade business, during
which revenue has been recognized. Hongchang Food Industrial Park is part of the third batch of key projects in Fujian Province, PRC,
and is located adjacent to the Taiwan Strait in Fujian province, PRC, in the Fuqing Functional Zone of Fuzhou New District, in the Yuanhong
Investment Zone, which is jointly developed by the PRC and Indonesia.
On September 4, 2023, the
Company completed the merger and other related transactions (the “Merger Transactions”) with Hongchang BVI, as a result of
which Hongchang BVI became a wholly-owned subsidiary of the Company and the Company assumed and began conducting the principal business
of Hongchang Food.
Results of Operations
Comparison of the Nine
Months Ended September 30, 2024 and 2023
The following chart provides
a summary of our results of operations for the nine months ended September 30, 2024 and 2023:
| |
Nine months ended September 30, | |
| |
2024 | | |
2023 | |
Net revenue | |
$ | 2,820,710 | | |
$ | 78,204 | |
Cost of revenue | |
| 2,672,132 | | |
| 104,430 | |
Gross profit loss | |
| 148,578 | | |
| (26,226 | ) |
Total operating expenses | |
| (327,589 | ) | |
| (381,579 | ) |
Loss from operations | |
| (179,011 | ) | |
| (407,805 | ) |
Total other income (expense) | |
| 4,411 | | |
| 19,196 | |
Loss before income taxes | |
| (174,600 | ) | |
| (388,609 | ) |
Income tax benefit (expense) | |
| 11,580 | | |
| (3,826 | ) |
Net loss | |
$ | (163,020 | ) | |
$ | (392,435 | ) |
Basic net loss per share | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Revenue
Our business is in its early stages, revenue represents the sales of goods supplied to customers, and sales are primarily driven by the
demand from customers. The growth of our revenue will be primarily driven by increasing our product variety, expanding the distribution
network, both in China and overseas and the initiation of other projects or business lines in the future. Revenue is influenced by potential
competitors entering the market, economic conditions, pricing, inflation, product diversification, and customer consumption habits. We
generated revenue of US$2,820,710 for the nine months ended September 30, 2024, representing an increase of approximately 3,506.86% compared
to US$78,204 for the same period of 2023. This substantial increase was mainly because we have established a subsidiary, Hongfu Food,
which primarily engaged in meat processing and trade, particularly in customized processed meat for customers starting from the second
quarter of 2024. We began market trial operations in the first quarter of 2023, and until the first nine months of 2024, we have increased
our business lines and achieved a significant increase in business revenue. Ensure that revenue and costs are within a reasonable range
of market operations.
Cost of revenue
Cost of revenues represents costs and expenses directly attributable to the purchase of our products sold and delivered, and direct labor
costs. Cost of revenues were US$2,672,132 for the nine months ended September 30, 2024, representing an increase of approximately 2,458.78%
compared to US$104,430 for the same period of 2023. The increase in cost of revenues was primarily due to our subsidiary, Hongfu food,
beginning food production and distribution and we recognized related costs including purchase price of products, shipping and handling
expenses and related costs. We have been operating since the beginning of 2023, continuously accumulating industry experience and adjusting
our strategic plans according to market changes over the course of this period.
Gross profit and margin
Gross profit is the difference
between revenue and cost of revenue. Our cost of revenue mainly includes purchasing raw material and prepackaged products. The supply
and prices of our products may be influenced by various factors, including product types, seasonal fluctuations, demand, and macroeconomic
environment. Due to the increase in the prices of our suppliers’ goods, we may not be able to raise prices to compensate for the
increased costs, which will have a negative impact on our business results and profitability. We believe that if our strategic business
development plan can proceed smoothly, we will collaborate with more suppliers to expand our product supply range and establish mature
procurement plans to control costs.
Gross margin is gross profit
divided by revenue. Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit.
Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer
higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract
and retain customers. In the future, as we grow, we will launch diversified products and competitive services to increase market share.
We regularly evaluate the profitability of its products. As our business activities started in 2023 and till now, we are still at an early
stage, we had a gross profit of US$148,578 and gross loss of US$26,226 for the nine months ended September 30, 2024 and 2023 respectively.
Operating expenses
Our operating expenses consist
of sales and marketing expenses and general and administrative expenses, which primarily include payroll, employee benefit expenses and
bonus expenses, promotion and advertising expenses, and other facility related costs, such as utilities, and depreciation.
General and administrative expenses
We incurred general and
administrative expenses of US$326,016 for the nine months ended September 30, 2024, representing a decrease of approximately 14.56%
as compared to US$381,579 in the same period of 2023, respectively. The decrease in general and administrative expenses was mainly
due to the decrease in professional fees paid to third parties.
Income tax benefit
We incurred income tax benefit
of US$11,580 and income tax expense of US$3,826 for the nine months ended September 30, 2024 and 2023, respectively.
Net loss
As a result of the foregoing,
we reported a net loss of US$163,020 and US$392,435 for the nine months ended September 30, 2024 and 2023 respectively.
Comparison of the Three Months Ended September
30, 2024 and 2023
The following chart provides
a summary of our results of operations for the three months ended September 30, 2024 and 2023:
| |
Three months ended September 30, | |
| |
2024 | | |
2023 | |
Net revenue | |
$ | 820,608 | | |
$ | 51,397 | |
Cost of revenue | |
| 770,472 | | |
| 62,955 | |
Gross profit (loss) | |
| 50,136 | | |
| (11,558 | ) |
Total operating expenses | |
| (102,824 | ) | |
| (137,193 | ) |
Loss from operations | |
| (52,688 | ) | |
| (148,751 | ) |
Total other income (expense) | |
| 2,496 | | |
| 8,084 | |
Loss before income taxes | |
| (50,192 | ) | |
| (140,667 | ) |
Income tax benefit (expense) | |
| 5,421 | | |
| (3,826 | ) |
Net loss | |
$ | (44,771 | ) | |
$ | (144,493 | ) |
Basic net loss per share | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Revenue
Our business is in its early stages, revenue represents the sales of
goods supplied to customers, and sales are primarily driven by the demand from customers. Our revenue growth will mainly be achieved through
improving the layout of the industrial chain, increasing the operation of the food industry park, conducting comprehensive and group based
operations in food trade, meat processing, and retail sales. Revenue is influenced by potential competitors entering the market, economic
conditions, pricing, inflation, product diversification, and customer consumption habits. We generated revenue of US$820,608 for the three
months ended September 30, 2024, representing an increase of approximately 1,496.61% compared to US$51,397 for the same period of 2023. This significant increase
was mainly because we have established a subsidiary, Hongfu Food, which primarily engaged in meat processing and trade, mainly customized
processed meat for customers starting from the second quarter of 2024.
Cost of revenue
Cost of revenues represents costs and expenses directly attributable
to the purchase of our products sold and delivered, and direct labor costs. Cost of revenues was US$770,472 for the three months ended September 30, 2024, representing an increase of approximately 1,123.85% compared to
US$62,955 for the same period of 2023. The increase in cost of revenues was primarily due to our subsidiary, Hongfu food, beginning food
production and distribution and we recognized related costs including purchase price of products, shipping and handling expenses and related
costs.
Gross profit and margin
Gross profit is the difference
between revenue and cost of revenue. Our cost of revenue mainly includes purchasing raw material and prepackaged products. The supply
and prices of our products may be influenced by various factors, including product types, seasonal fluctuations, demand, and macroeconomic
environment. Due to the increase in the prices of our suppliers’ goods, we may not be able to raise prices to compensate for the
increased costs, which will have a negative impact on our business results and profitability. We believe that if our strategic business
development plan can proceed smoothly, we will collaborate with more suppliers to expand our product supply range and establish mature
procurement plans to control costs.
Gross margin is gross profit
divided by revenue. Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit.
Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer
higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract
and retain customers. In the future, as we grow, we will launch diversified products and competitive services to increase market share.
We regularly evaluate the profitability of its products. As our business activities started in 2023 and till now, we are still at an early
stage, we had a gross profit of US$50,136 and gross loss of US$11,558 for the three months ended September 30, 2024 and 2023 respectively.
Operating expenses
Our operating expenses consist
of sales and marketing expenses and general and administrative expenses, which primarily include payroll, employee benefit expenses and
bonus expenses, promotion and advertising expenses, and other facility related costs, such as utilities, and depreciation.
General and administrative expenses
We incurred general and
administrative expenses of US$101,442 for the three months ended September 30, 2024, representing a decrease of approximately 26.06%
compared to US$137,193 in the same period of 2023, respectively. The decrease in general and administrative expenses was mainly due
to the decrease in professional fees paid to third parties and lower general office expenses.
Income tax benefit
We incurred income tax benefit
of US$5,421 and income tax expense of US$3,826 for the three months ended September 30, 2024 and 2023, respectively.
Net loss
As a result of the foregoing,
we reported a net loss of US$44,771 and US$144,493 for the three months ended September 30, 2024 and 2023 respectively.
Liquidity and Capital Resources
The following chart provides
a summary of our key balance sheet items as of September 30, 2024 and December 31, 2023, and should be read in conjunction with the financial
statements, and notes thereto, included with this Report at Item 1, above.
| |
As of September 30, 2024 | | |
As of December 31, 2023 | |
Cash | |
$ | 307,049 | | |
$ | 895,730 | |
Accounts receivables, net | |
$ | 291,266 | | |
$ | 742,851 | |
Inventories | |
$ | 1,855,356 | | |
$ | 13,713 | |
Other receivables, net | |
$ | 57,846 | | |
$ | 1,106,574 | |
Advance to supplier | |
$ | 799,273 | | |
$ | 13,811 | |
Other current assets | |
$ | 1,061,613 | | |
$ | 1,128,598 | |
Total current assets | |
$ | 4,372,403 | | |
$ | 3,960,742 | |
Property and equipment, net | |
$ | 19,305 | | |
$ | 3,193 | |
Construction-in-progress | |
$ | 44,133,659 | | |
$ | 41,423,399 | |
Land use right, net | |
$ | 4,090,369 | | |
$ | 4,118,101 | |
Other non-current assets | |
$ | 9,492,501 | | |
$ | 706,920 | |
Total assets | |
$ | 62,111,230 | | |
$ | 50,215,568 | |
Accounts payable-construction in progress | |
$ | 16,239 | | |
$ | 18,493 | |
Total current liabilities | |
$ | 542,440 | | |
$ | 1,055,203 | |
Long term loans | |
$ | 6,448,688 | | |
$ | - | |
Amounts due to a related party | |
$ | 12,399,628 | | |
$ | 6,682,959 | |
Total non-current liabilities | |
$ | 20,856,491 | | |
$ | 8,672,422 | |
Total liabilities | |
$ | 21,398,931 | | |
$ | 9,727,625 | |
Total stockholders’ equity | |
$ | 40,712,299 | | |
$ | 40,487,943 | |
As of September 30, 2024, we had US$307,049 in cash, as compared to
US$895,730 as of December 31, 2023. As we started our business operation in 2023 and are still at an early stage, we have been relying
on directors’ loans, capital contribution and bank loans to finance our daily operation and construction in progress.
As of September 30, 2024,
our construction in progress balance amounted to approximately US$44,133,659, as compared to US$41,423,399 as of December 31, 2023. This
reflects the construction progress of our Hongchang Food Industrial Park.
Capital Expenditure Commitment as of September
30, 2024
As of September 30, 2024,
the Company has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial
Buildings. Total outstanding commitments under these contracts were US$13,087,649 and US$23,698,063 as of September 30, 2024, and December
31, 2023, respectively. The Company expected to pay off all the balances within 1-3 years.
Off Balance Sheet Arrangements
We did not have any off-balance
sheet arrangements as of September 30, 2024, and December 31, 2023.
The following table sets forth
a summary of our cash flows for the periods presented:
| |
For nine months ended September 30, | |
| |
2024 | | |
2023 | |
| |
US$ | | |
US$ | |
Net cash (used in) provided by operating activities | |
$ | (2,675,911 | ) | |
$ | 777,143 | |
Net cash used in investing activities | |
$ | (9,769,913 | ) | |
$ | (41,407,175 | ) |
Net cash provided by financing activities | |
$ | 11,862,891 | | |
$ | 40,373,670 | |
Effect of foreign exchange on cash, cash | |
$ | (5,748 | ) | |
$ | 1,116,340 | |
Net (decrease) increase in cash | |
$ | (588,681 | ) | |
$ | 859,978 | |
Cash at the beginning of the period | |
$ | 895,730 | | |
$ | 3,141 | |
Cash at the end of the period | |
$ | 307,049 | | |
$ | 863,119 | |
Operating activities
Net cash used in operating
activities for the nine months ended September 30, 2024 was US$2,675,911, which primarily reflected our net loss of US$163,020 as mainly
adjusted for (i) decrease in accounts receivable of US$447,683; (ii) increase in inventories of US$1,797,790, (iii) increase in advance
to supplier of US$794,470, partially offset by (i) decrease in accounts payable of US$489,264 and (ii) decrease in accrued expenses and
other payables of US$263,138.
Net cash provided by operating
activities for the nine months ended September 30, 2023 was US$777,143, which primarily reflected our net loss of US$392,435 as mainly
adjusted for the increase in other current assets of US$862,632, and offset by the increase in deferred subsidies of US$2,003,319.
Investing activities
Net cash used in investing
activities for the nine months ended September 30, 2024 and 2023 was US$9,769,913 and US$41,407,175, mainly attributable to purchase of
property and equipment.
Financing activities
Net cash provided by financing
activities for the nine months ended September 30, 2024 was US$11,862,891, primarily due to (i) proceeds from long term loans of US$6,333,153
and (ii) proceeds from loans from related parties of US$7,943,309 and repayments of a loan from a related party US$2,413,571.
Net cash provided by financing
activities for the nine months ended September 30, 2023 was US$40,373,670, primarily due to (i) capital contributions made by stockholders
of US$41,241,108 and (ii) proceeds from a loan from a related party of US$1,792,987 and repayments of a loan from a related party US$2,660,425.
Critical Accounting Policies Involving Critical
Accounting Estimates
The discussion and analysis of our Group’s financial condition
and results of operations are based upon our Group’s unaudited condensed consolidated financial statements, which have been prepared
in accordance with U.S. GAAP in a consistent manner. The preparation of these financial statements requires the selection and application
of accounting policies. Further, the application of U.S. GAAP requires our Group to make estimates and judgments about future events that
affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, our Group evaluate
its estimates, including those discussed below. Our Group bases its estimates on historical experience, current trends and various other
assumptions that it believes are 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. Our Group believes it is possible that other professionals, applying reasonable
judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. Our Group believes
that it has appropriately applied its critical accounting policies. However, in the event that inappropriate assumptions or methods were
used relating to the critical accounting policies below, our Group’s consolidated statements of operations could be misstated.
A detailed summary of significant accounting policies
is summarized below:
Use of estimates
The preparation of the unaudited
condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and
the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying
notes. Significant accounting estimates reflected in our Group’s unaudited condensed consolidated financial statements mainly include,
but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets and current expected credit loss
of receivables. Actual results could differ from those estimates.
Construction-in-progress
Property and equipment that
are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress.
Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific
property and equipment accounts and commences depreciation when these assets are ready for their intended use.
Land use right, net
The land use rights represent
the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line
basis over the terms of the respective land use rights certificates.
Revenue recognition
The Group adopted Accounting
Standards Codification (“ASC”) 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with
customers, The Group performs the following five steps:
Step 1: Identify the contract
with the customer
Step 2: Identify the performance
obligations in the contract
Step 3: Determine the transaction
price
Step 4: Allocate the transaction
price to the performance obligations in the contract
Step 5: Recognize revenue
when the Group satisfies a performance obligation
The Group generates revenue
from food trading business.
The Group enters into contracts
with their customers to provide food, mainly frozen pork. All of the Group’s contracts have single performance obligation as the
promise is to transfer the goods to customers, and there are no other separately identifiable promises in the contracts. The Group recognizes
revenue when it transfers its goods to customers in an amount that reflects the consideration to which the Group expects to be entitled
in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because the
Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible
for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the
control has been transferred, usually when the customer accepts the goods.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of
Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller
reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934), as of the end of the period covered by this Report. Based on such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of such date, our disclosure controls and procedures were not effective as a result of a material weakness
primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally
accepted in the United States of America, or U.S. GAAP. In the future, we intend to hire more personnel with sufficient training and experience
in U.S. GAAP.
Changes in Internal Control over Financial
Reporting
There was no change in our
internal control over financial reporting that occurred during the quarterly period ended September 30, 2024, that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
We believe that a control
system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met,
and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company
have been detected.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may
become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently
no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating
results.
ITEM 1A. RISK FACTORS
Smaller reporting companies
are not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
There were no material changes
to the procedures by which security holders may recommend nominees to the registrant’s board of directors. No insider trading arrangements
and policies (such as Rule 10b5–1 trading arrangements) have been entered into by the directors and officers of the Company.
ITEM 6. – EXHIBITS
| ** | In accordance with Item 601(b)(32)(ii) of Regulation S-K and
SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and
will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by
reference into any filings under the Securities Act or the Exchange Act. |
SIGNATURES
Pursuant to the requirements 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.
|
Hongchang International Co., Ltd |
|
|
|
Dated: November 13, 2024 |
By: |
/s/ Zengqiang Lin |
|
Name: |
Zengqiang Lin |
|
Title: |
Chief Executive Officer and
Chief Financial Officer
(Duly Authorized Officer,
Principal Executive Officer and
Principal Financial Officer) |
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Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
The undersigned hereby certifies,
in his capacity as an officer of Hongchang International Co., Ltd (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:
The foregoing certification is being furnished solely pursuant to section
906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not
being filed as part of a separate disclosure document.
The undersigned hereby certifies, in his capacity as an officer of
Hongchang International Co., Ltd (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:
The foregoing certification is being furnished solely pursuant to section
906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not
being filed as part of a separate disclosure document.
Accounting Policies, by Policy (Policies)
|
9 Months Ended |
Sep. 30, 2024 |
Summary of Significant Accounting Policies [Abstract] |
|
Basis of presentation |
Basis of presentation The unaudited condensed consolidated
financial statements include the accounts of the Group and its subsidiaries and have been prepared in accordance with U.S. GAAP and the
requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules,
certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited
condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and,
in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair
statement of the Group’s financial information. These interim results are not necessarily indicative of the results to be expected
for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances
and transactions have been eliminated in consolidation. Through the Reorganization, the Company became the holding company
of the companies now comprising the Group. Accordingly, for the purpose of preparing the unaudited condensed consolidated financial statements
of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period.
Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were
under the common control of the controlling stockholder before and after the Reorganization. Accordingly, the financial statements were
prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed
at the date when contributed business first came under the control of the controlling party. The unaudited condensed consolidated statements
of operations and comprehensive income(loss), changes in equity and cash flows of the Group included the results and cash flows of all
companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came
under the common control of the controlling stockholder, whenever the period is shorter.
|
Principles of consolidation |
Principles of consolidation The accompanying unaudited
condensed consolidated financial statements of the Company include the financial statements of the Company and its subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
|
Use of estimates |
Use of estimates The preparation of the unaudited condensed consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported
period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected
in the Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment
of long-lived assets, valuation of deferred tax assets, current expected credit loss of receivables, and valuation of inventory and advance. Management bases the estimates
on historical experience and on various other assumptions as discussed elsewhere to the unaudited condensed consolidated financial statements
that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts
and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known.
Actual results could materially differ from these estimates.
|
Foreign Currency |
Foreign Currency The Group’s principal
country of operations is the PRC. The accompanying unaudited condensed consolidated financial statements are presented in US$. The functional
currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The unaudited condensed consolidated
financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates
as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive income.
Gains and losses from foreign currency transactions are included in profit or loss.
| |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
US$: RMB exchange rate | |
| 7.0138 | | |
| 7.0798 | |
| |
For the nine months ended September 30 | |
| |
2024 | | |
2023 | |
US$: RMB exchange rate | |
| 7.1844 | | |
| 7.0308 | |
The RMB is not freely convertible
into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made
that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
|
Cash |
Cash Cash consists of cash on hand
and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or
use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only
insured each depositor at one bank for a maximum of approximately US$70,000 (RMB 500,000). The amount in excess of the insurance as of
September 30, 2024, was approximately $155,359, the Group has not experienced any losses in bank accounts.
|
Accounts receivable and allowance for credit losses |
Accounts receivable and allowance for credit
losses Accounts receivable are stated at the historical carrying amount net
of allowance for expected credit losses. The Group adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic
326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. The Group
also adopted this guidance to other receivables. To estimate expected credit losses, The Group has identified the relevant risk characteristics
of its customers and the related receivables. The Group considers past collection experience, current economic conditions, future economic
conditions (external data and macroeconomic factors) and changes in the Group’s customer collection trends. The allowance for credit
losses and corresponding receivables were written off when they are determined to be uncollectible.
|
Inventories |
Inventories Inventories are stated at the lower of cost or net realizable value.
Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost
of inventory is determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory.
Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.
|
Property and equipment, net |
Property and equipment, net Property and equipment are
stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to
write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis. Category | | Estimated useful life | Equipment | | 3 years |
|
Construction-in-progress |
Construction-in-progress Property and equipment that
are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress.
Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific
property and equipment accounts and commences depreciation when these assets are ready for their intended use.
|
Capitalized Interest |
Capitalized Interest Interest incurred during and
directly related to construction-in-progress is capitalized to the related property under construction during the active construction
period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties
are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific
borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred.
For the nine months ended September 30, 2024 and 2023, the total interest capitalized in the construction-in-progress was US$222,248 and
US$nil, respectively.
|
Intangible assets |
Intangible assets Intangible assets are carried
at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method over the
estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate
the original estimated useful lives have changed. Category | | Estimated useful life | Purchased software | | 10 years |
|
Land use right, net |
Land use right, net The land use rights represent
the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line
basis over the terms of the respective land use rights certificates.
|
Impairment of long-lived assets other than goodwill |
Impairment of long-lived assets other than
goodwill Long-lived assets are evaluated
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 amount may not be fully recoverable or that the useful life is shorter than the
Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing carrying value of the assets
to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If
the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, The Group recognizes an impairment
loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the nine
months ended September 30, 2024 and 2023 was US$nil and US$nil, respectively.
|
Fair value of financial instruments |
Fair value of financial instruments Fair value is defined as the price that would be received from selling
an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date. When determining
the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group
considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants
would use when pricing the asset or liability. Accounting guidance establishes
a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. ASC 820 establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Observable
inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs
that are directly or indirectly observable in the marketplace. Level 3 — Unobservable
inputs which are supported by little or no market activity. Financial assets and liabilities
of the Group primarily consist of cash, accounts receivable, amounts due from related party, other receivables, accounts payables, accounts
payable-related party, accounts payables - construction in progress and accrued expenses and other liabilities. As of September 30, 2024
and December 31, 2023, the carrying values of these financial assets and liabilities approximate their fair values due to the short-term
nature.
|
Revenue recognition |
Revenue recognition The Group adopted Accounting
Standards Codification (“ASC”) 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with
customers, the Group performs the following five steps:
|
Step 1: |
Identify the contract with the customer |
|
Step 2: |
Identify the performance obligations in the contract |
|
Step 3: |
Determine the transaction price |
|
Step 4: |
Allocate the transaction price to the performance obligations in the contract |
|
Step 5: |
Recognize revenue when The Group satisfies a performance obligation |
The Group generates revenue
from food trading business. The Group enters into contract
with their customers to provide food, mainly frozen pork. All of the Group’s contracts have single performance obligation as the
promise is to transfer the goods to customers, and there are no other separately identifiable promises in the contracts. The Group recognizes
revenue when it transfers its goods to customers in an amount that reflects the consideration to which The Group expects to be entitled
in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because the
Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible
for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the
control has been transferred, usually when the customer accepts the goods.
|
Cost of revenue |
Cost of revenue Costs of revenues consist primarily of purchase price of products,
shipping and handling expenses from supplier to the Group and related costs, which are directly attributable to products. Write-down of
inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods to customers are expensed
in the periods incurred and are included in cost of revenues. The Group accounts for shipping and handling expenses as fulfillment costs
because shipping and handling activities occur before the customers obtain control of the goods. Shipping and handling expenses amounted
to US$19,578 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.
|
Sales and marketing expenses |
Sales and marketing expenses Sales and marketing expenses consist primarily of travelling expenses,
marketing conference expenses, advertising expenses and salaries and other compensation-related expenses for sales and marketing personnel.
The Group expenses all advertising costs as incurred. Advertising costs amounted to US$nil and US$nil for the nine months ended September
30, 2024 and 2023, respectively.
|
General and administrative expenses |
General and administrative expenses General and administrative
expenses consist primarily of salaries and benefits for employees involved in general corporate functions, amortization of land use right,
legal and other professional services fees, rental and other general corporate related expenses.
|
Government Subsidies |
Government Subsidies Government subsidies are recognized
when there is reasonable assurance that the subsidy will be received and all attaching conditions will be complied with. When the subsidy
relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs
that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the
statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total
government subsidies recorded in the deferred subsidies were US$2,008,175 and US$1,989,463 as of September 30, 2024 and December 31, 2023,
respectively.
|
Value-added taxes |
Value-added taxes Sales revenue represents the
invoiced value of goods, net of VAT. The applicable VAT rate was 13% or 9% (depending on the type of goods involved) for products sold
in the PRC. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT
liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is
recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Group’s subsidiaries in
China, have been and remain subject to examination by the tax authorities
|
Income taxes |
Income taxes Current income taxes are
recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and
liability method in accordance with ASC 740, Income Tax, (“ASC 740”). Under this method, deferred tax
assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets
and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the unaudited condensed
consolidated statements of operations and comprehensive income(loss) in the period of change. Valuation allowances are established when
necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets
will not be realized. The Group records liabilities
related to uncertain tax positions when, despite the Group’s belief that the Group’s tax return positions are supportable,
the Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued
interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Group did not recognize uncertain
tax positions as of September 30, 2024 and December 31, 2023.
|
Related party transactions |
Related party transactions Parties are considered to
be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the
other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control
or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties. Transactions involving related
parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were
consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.
|
Earnings per share |
Earnings per share The Group calculates earnings
per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net
income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed similar to
basic earnings per share except that the denominator is increased to include the number of additional common stock that would have been
outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. On September 4,
2023, the Group completed its reorganization whereby Hongchang BVI’s stockholders received 415,582,375 shares in exchange
for all the share capital of Hongchang BVI, which is reflected retroactively to December 31, 2021 and will be utilized for calculating
earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share
as if the exchange occurred at the beginning of both periods for the unaudited condensed consolidated financial statements of the Group.
The impact of the stock exchange is also shown on the Group’s Condensed Consolidated Statements of Changes in Stockholders’
Equity. Before the reorganization, Hongchang Food depended on loans from stockholders
for the construction of the Hongchang Food Industrial Park and its daily operations. These were recorded as loans from related parties.
In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding loan balance of US$41,241,108 into a capital
contribution. The company then recalculated the weighted average number of common stocks outstanding during the period, based on the timing
of the cash inflows from the stockholder loans.
|
Comprehensive income |
Comprehensive income The Group applies ASC 220,
Comprehensive Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in
a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Group during a period arising
from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders.
For the nine months ended September 30, 2024 and 2023, the Group’s comprehensive income(loss) includes net income(loss) and other
comprehensive income(loss).
|
Segment reporting |
Segment reporting ASC 280, Segment Reporting,
(“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments,
products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision
maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions
about allocating resources and assessing performance of the Group. As a whole and hence, we have only one reportable segment. We do not
distinguish between markets or segments for the purpose of internal reporting. As our long-lived assets are substantially located in
the PRC, no geographical segments are presented.
|
Uncertainty and risks |
Uncertainty and risks Political, social and economic risks The Group has substantial
operations in China through its PRC subsidiaries. Accordingly, the Group’s business, financial condition, and results of operations
may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s
results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Group has not
experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization
and structure disclosed in Note 1, this may not be indicative of future results. The Group’s business,
financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions,
natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly
disrupt The Group’s operations. Liquidity The Company had an accumulated
deficit of US$1,034,975 as of September 30, 2024 and a net loss of US$163,020 during the nine months ended September 30, 2024. However,
in May 2023, Hongchang BVI received a cash injection of US$41,241,108 from shareholders via its subsidiary, Hongchang Food. On April 1,
2023, Hongchang Food secured an interest-free loan agreement with Zengqiang Lin, enabling it to access up to RMB60.0 million (approximately
US$8.5 million) from April 1, 2023, to March 31, 2026. Consequently, the combination of the Company’s current cash reserves, the
capital contributions received, and the loans from shareholders are anticipated to provide sufficient funds to carry out the Company’s
planned operations through the next twelve months. Concentration risks Concentration of credit risk Financial instruments that
potentially expose the Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places
its cash with financial institutions with high credit ratings and quality. The Group conducts credit
evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance
for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers. Concentration of customers and suppliers For the nine months ended September 30, 2024, one major client accounted
for 25% of the Group’s total revenues, and two major suppliers accounted for 47% and 29% of the Group’s total procurement. For the nine months ended September 30, 2023, two major clients accounted
for 62% and 38% of The Group’s total revenues, and three major suppliers accounted for 38%,34% and 20% of the Group’s total
procurement. As of September 30, 2024,
three major clients accounted for 57%, 12% and 11% of The Group’s total accounts receivable, three vendors accounted for 51%, 26%
and 13% of the Group’s total account payable. As of December 31, 2023, one
major client accounted for 96% of the Group’s total accounts receivable, two vendors accounted for 81% and 15% of the Group’s
total account payable.
|
Financial Statement Reclassification |
Financial Statement Reclassification Certain balances in the
prior year unaudited condensed consolidated financial statements have been reclassified for comparison purposes to conform to the
presentation in the current year unaudited condensed consolidated financial statements. These reclassifications had no effect on the
reported results of operations or financial position.
|
Recent accounting pronouncements |
Recent accounting pronouncements In November 2023, the FASB
issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU
2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant
segment expenses. Among other things, ASU 2023-07 requires a public entity to disclose, (1) on an annual and interim basis, significant
segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of
segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue
less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss),
including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit
or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources.
The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those
measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required
by the amendments in this update and all existing segment disclosures. The ASU 2023-07 is effective for the current fiscal year 2024
annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. We do not expect the
adoption of this accounting standard to have an impact on our unaudited condensed consolidated financial statements. In December 2023, the FASB
issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU
2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate
reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and
foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also
requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective
application is permitted. The Group is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed
consolidated financial statements and related disclosures. Other accounting standards
that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited
condensed consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to
have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.
|