Item 1.
Financial Statements.
In
the opinion of management, the accompanying unaudited condensed consolidated financial statements included in this Form 10-Q reflect
all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to
be expected for the full year.
INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
Page
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017 (Audited)
|
3
|
|
|
Condensed Consolidated Statements of Operations and Comprehensive
Loss for the Three Months Ended March 31, 2018 and 2017 (Unaudited)
|
4
|
|
|
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (Unaudited)
|
5
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
6
-20
|
JOWAY
HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash
|
|
$
|
211,594
|
|
|
$
|
518,535
|
|
Accounts receivable
|
|
|
2,878
|
|
|
|
2,777
|
|
Other receivables
|
|
|
59,552
|
|
|
|
66,003
|
|
Inventories
|
|
|
601,782
|
|
|
|
618,247
|
|
Advances to suppliers
|
|
|
124,964
|
|
|
|
95,521
|
|
Prepaid taxes
|
|
|
67,964
|
|
|
|
75,557
|
|
Prepaid expense
|
|
|
1,372
|
|
|
|
2,364
|
|
Total current assets
|
|
|
1,070,106
|
|
|
|
1,379,004
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, net
|
|
|
4,432,951
|
|
|
|
4,398,832
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
534,440
|
|
|
|
521,294
|
|
Total other assets
|
|
|
534,440
|
|
|
|
521,294
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
6,037,497
|
|
|
$
|
6,299,130
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
33,918
|
|
|
$
|
29,419
|
|
Advances from customers
|
|
|
53,770
|
|
|
|
38,034
|
|
Other payables
|
|
|
58,606
|
|
|
|
66,716
|
|
Due to related parties
|
|
|
102,146
|
|
|
|
129,038
|
|
Total current liabilities
|
|
|
248,440
|
|
|
|
263,207
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
Preferred stock - par value $0.001; 1,000,000 shares authorized; no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock - par value $0.001; 200,000,000 shares authorized; 20,054,000 shares issued and outstanding at March 31, 2018 and December 31, 2017
|
|
|
20,054
|
|
|
|
20,054
|
|
Additional paid-in-capital
|
|
|
7,361,665
|
|
|
|
7,361,665
|
|
Statutory reserves
|
|
|
354,052
|
|
|
|
354,052
|
|
Retained earnings
|
|
|
(2,965,437
|
)
|
|
|
(2,503,952
|
)
|
Accumulated other comprehensive income
|
|
|
1,018,723
|
|
|
|
804,104
|
|
Total stockholders' equity
|
|
|
5,789,057
|
|
|
|
6,035,923
|
|
Total liabilities and stockholders' equity
|
|
$
|
6,037,497
|
|
|
$
|
6,299,130
|
|
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
JOWAY
HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
409,300
|
|
|
$
|
742,881
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUES
|
|
|
173,125
|
|
|
|
237,930
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
236,175
|
|
|
|
504,951
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
197,715
|
|
|
|
218,314
|
|
General and administrative expenses
|
|
|
481,895
|
|
|
|
475,299
|
|
OPERATING EXPENSES
|
|
|
679,610
|
|
|
|
693,613
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(443,435
|
)
|
|
|
(188,662
|
)
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
121
|
|
|
|
236
|
|
Other income
|
|
|
1,083
|
|
|
|
2,536
|
|
Other expenses
|
|
|
(19,254
|
)
|
|
|
-
|
|
OTHER INCOME (EXPENSE), NET
|
|
|
(18,050
|
)
|
|
|
2,772
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(461,485
|
)
|
|
|
(185,890
|
)
|
|
|
|
|
|
|
|
|
|
INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
|
(461,485
|
)
|
|
|
(185,890
|
)
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
214,619
|
|
|
|
50,854
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS
|
|
$
|
(246,866
|
)
|
|
$
|
(135,036
|
)
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE, BASIC AND DILUTED
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED
|
|
|
20,054,000
|
|
|
|
20,054,000
|
|
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
JOWAY
HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(461,485
|
)
|
|
$
|
(185,890
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
119,074
|
|
|
|
103,952
|
|
Amortization
|
|
|
5,648
|
|
|
|
5,455
|
|
Loss on sale of assets
|
|
|
5,962
|
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
6,451
|
|
|
|
(14,377
|
)
|
Inventories
|
|
|
14,092
|
|
|
|
(79,935
|
)
|
Advances to suppliers
|
|
|
(29,443
|
)
|
|
|
116,754
|
|
Prepaid expense
|
|
|
992
|
|
|
|
1,143
|
|
Accounts payable
|
|
|
4,499
|
|
|
|
(34,733
|
)
|
Advances from customers
|
|
|
15,736
|
|
|
|
209,408
|
|
Other payable
|
|
|
(1,336
|
)
|
|
|
(3,133
|
)
|
Salary and welfare payable
|
|
|
(6,774
|
)
|
|
|
9,417
|
|
Taxes payable
|
|
|
7,593
|
|
|
|
1,900
|
|
Net cash provided by (used in) operating activities
|
|
|
(318,991
|
)
|
|
|
129,961
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchase of property plant and equipment
|
|
|
(1,240
|
)
|
|
|
(6,031
|
)
|
Proceeds from sale of equipment
|
|
|
352
|
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(888
|
)
|
|
|
(6,031
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Advance from (repayment to) related parties
|
|
|
(31,181
|
)
|
|
|
4,806
|
|
Net cash provided by (used in) financing activities
|
|
|
(31,181
|
)
|
|
|
4,806
|
|
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
|
44,119
|
|
|
|
13,051
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
(306,941
|
)
|
|
|
141,787
|
|
|
|
|
|
|
|
|
|
|
CASH, beginning of period
|
|
|
518,535
|
|
|
|
919,390
|
|
|
|
|
|
|
|
|
|
|
CASH, end of period
|
|
$
|
211,594
|
|
|
$
|
1,061,177
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
JOWAY
HEALTH INDUSTRIES GROUP INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – ORGANIZATION
The
unaudited condensed consolidated financial statements include the financial statements of Joway Health Industries Group Inc. (referred
to herein as “Joway Health”), its subsidiaries, and variable interest entities (“VIEs”) where Joway Health
is deemed the primary beneficiary. Joway Health, its subsidiaries and VIEs are collectively referred to herein as the “Company”,
“we” and “us”.
Joway
Health (formerly G2 Ventures, Inc.) was originally incorporated under the laws of the State of Texas on March 21, 2003. On September
21, 2010, Joway Health entered into a Share Exchange Agreement (the “Share Exchange”) with the sole stockholder of
Dynamic Elite International Limited. As a result of the Share Exchange, Dynamic Elite became a wholly-owned subsidiary of Joway
Health and the stockholders of Dynamic Elite acquired approximately 76.08% of the issued and outstanding stock of Joway Health.
The share exchange transaction resulted in the shareholders of Dynamic Elite acquiring a majority voting interest in Joway Health.
Generally accepted accounting principles in the United States of America require that the company whose shareholders retain the
majority interest in the combined business be treated as the acquirer for accounting purposes. The reverse acquisition process
utilizes the capital structure of Joway Health and the assets and liabilities of Dynamic Elite recorded at historical cost. On
December 22, 2010, Joway Health changed its jurisdiction of incorporation from the State of Texas to the State of Nevada.
Dynamic
Elite International Limited (referred to herein as “Dynamic Elite”) was incorporated under the laws of the British
Virgin Islands on June 2, 2010 as a limited liability company (a BVI company). Dynamic Elite engages in manufacturing and distributing
tourmaline products in China. Its wholly owned subsidiary, Tianjin Junhe Management Consulting Co., Ltd. was incorporated on September
15, 2010 in Tianjin, People’s Republic of China (“PRC”). Other than the equity interest in Junhe Consulting,
Dynamic Elite does not own any assets or conduct any operations.
Tianjin
Junhe Management Consulting Co., Ltd. (referred to herein as “Junhe Consulting”) conducts its business through Tianjin
Joway Shengshi Group Co., Ltd. that is consolidated as a variable interest entity.
Tianjin
Joway Shengshi Group Co., Ltd. (referred to herein as “Joway Shengshi”) was incorporated in PRC on May 17, 2007. Joway
Shengshi is currently owned 99% by Jinghe Zhang, the Company’s current CEO and President and 1% by Song Baogang. Joway Shengshi
engages in manufacturing and distributing tourmaline products in China. Shenyang Joway Electronic Technology Co., Ltd., Tianjin
Joway Decoration Engineering Co., Ltd. and Tianjin Oriental Shengtang Trading Import & Export Trading Co., Ltd are subsidiaries
of Joway Shengshi.
Shenyang
Joway Electronic Technology Co., Ltd. (referred to herein as “Joway Technology”) was originally named Liaoning Joway
Technology Engineering Co., Ltd. which was incorporated on March 28, 2007 in PRC. The name was changed on June 22, 2011. It engages
in the distribution of Tourmaline Activated Water Machines and Tourmaline Wellness Houses. Prior to July 25, 2010, Joway Shengshi
owned 90.91% of Joway Technology. Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder
of Joway Technology on July 25, 2010 to acquire the remaining 9.09% of the share of Joway Technology. As a result of the share
acquisition, Joway Technology became a wholly-owned subsidiary of Joway Shengshi.
Tianjin
Joway Decoration Engineering Co., Ltd. (referred to herein as “Joway Decoration”) was incorporated on April 22, 2009
in PRC. It engages in the distribution of Tourmaline Activated Water Machines, Tourmaline Wellness House for family use and Tourmaline
Wellness House materials. Prior to July 9, 2010, Joway Shengshi owned 90% of Joway Decoration. Joway Shengshi entered into a share
acquisition agreement with Jingyun Chen, another stockholder of Joway Decoration on July 9, 2010 to acquire the remaining 10%
of the shares of Joway Decoration. As a result of the share acquisition, Joway Decoration became a wholly-owned subsidiary of
Joway Shengshi. Jingyun Chen is currently the General Manager of Joway Decoration.
Tianjin
Oriental Shengtang Import & Export Trading Co., Ltd (referred to herein as “Shengtang Trading”) was incorporated
on September 18, 2009 in the PRC. It engages in purchasing raw materials which it sells to other companies of the group. Prior
to July 28, 2010, Joway Shengshi owned 95% of Shengtang Trading. Joway Shengshi entered into a share acquisition agreement with
Wang Aiying, another stockholder of Shengtang Trading on July 28, 2010 to acquire the remaining 5% of the shares of Shengtang
Trading. As a result of the share acquisition, Shengtang Trading became a wholly-owned subsidiary of Joway Shengshi.
The
following table lists the Company and its subsidiaries:
Name
|
|
Domicile
and
Date of
Incorporation
|
|
Paid
in
Capital
|
|
Percentage
of
Effective
Ownership
|
|
Principal
Activities
|
Joway
Health Industries Group Inc.
|
|
March
21, 2003,
Nevada
|
|
USD
20,054
|
|
86.8%
owned by Crystal Globe Limited
13.2%owned
by other institutional and individual investors
|
|
Investment
Holding
|
Dynamic
Elite International Limited
|
|
June
2, 2010,
British
Virgin Islands
|
|
USD
10,000
|
|
100%
owned by Joway Health Industries Group Inc.
|
|
Investment
Holding
|
Tianjin
Junhe Management Consulting Co., Ltd.
|
|
September
15, 2010, PRC
|
|
USD
20,000
|
|
100%
owned by Dynamic Elite International Limited
|
|
Advisory
|
Tianjin
Joway Shengshi Group Co., Ltd.
|
|
May
17, 2007, PRC
|
|
USD
7,216,140.72
|
|
99%
owned by Jinghe Zhang, and 1% owned by Baogang Song
|
|
Production
and
distribution
of Healthcare Knit Goods and Daily Healthcare and Personal Care products
|
Shenyang
Joway Electronic Technology Co., Ltd.
|
|
March
28, 2007, PRC
|
|
USD
142,072.97
|
|
100%
owned by Tianjin Joway Shengshi Group Co., Ltd
|
|
Distribution
of Tourmaline Activated Water Machine and construction of Tourmaline Wellness House
|
Tianjin
Joway Decoration Engineering Co., Ltd.
|
|
April
22, 2009, PRC
|
|
USD
292,367.74
|
|
100%
owned by Tianjin Joway Shengshi Group Co., Ltd
|
|
Distribution
of Wellness House for family use and Activated Water Machine and construction of Tourmaline Wellness House
|
Tianjin
Oriental Shengtang Import & Export Trading Co., Ltd.
|
|
September
18, 2009, PRC
|
|
USD
292,463.75
|
|
100%
owned by Tianjin Joway Shengshi Group Co., Ltd
|
|
Distribution
of tourmaline products
|
On
September 16, 2010, prior to the share exchange, Junhe Consulting entered into a series of contractual agreements (the “Contractual
Agreements”) with Joway Shengshi and Joway Shengshi’s owners. The following is a brief description of the Contractual
Agreements entered into between Junhe Consulting and Joway Shengshi or Joway Shengshi’s owners:
1.
Consulting Services Agreement.
Pursuant to the consulting services agreement between Junhe Consulting and Joway Shengshi,
Junhe Consulting has the right to advise, consult, manage and operate Joway Shengshi, and collect and own all of the net profits
of the Operating Entities.
2.
Operating Agreement.
Under the operating agreement between Junhe Consulting and Joway Shengshi, Junhe Consulting has the
right to recommend director candidates and appoint the senior executives of Joway Shengshi, approve any transactions that may
materially affect the assets, liabilities, rights or operations of Joway Shengshi, and guarantee the contractual performance by
Joway Shengshi of any agreements with third parties, in exchange for a pledge by Joway Shengshi of its accounts receivable and
assets.
3.
Voting Rights Proxy Agreement.
Under the voting rights proxy agreement between Joway Shengshi’s owners and Junhe
Consulting, the owners of Joway Shengshi have vested their collective voting control over Joway Shengshi to Junhe Consulting and
will only transfer their respective equity interests in Joway Shengshi to Junhe Consulting or its designee.
4.
Option Agreement.
Under the option agreement between Joway Shengshi’s owners and Junhe Consulting, the owners of
Joway Shengshi have granted Junhe Consulting the irrevocable right and option to acquire all of their equity interests in Joway
Shengshi.
5.
Equity Pledge Agreement.
Under the equity pledge agreement between Joway Shengshi’s owners and Junhe Consulting,
the owners of Joway Shengshi have pledged all of their rights, titles and interests in Joway Shengshi to Junhe Consulting to guarantee
Joway Shengshi’s performance of its obligations under the Consulting Services Agreement.
As
a result of the Contractual Agreements, Joway Shengshi is effectively a variable interest entity of Junhe Consulting. Accordingly,
the Company through its wholly-owned subsidiary Junhe Consulting, consolidates Joway Shengshi’s results of operation, assets
and liabilities in its financial statements.
In
connection with the Share Exchange and as consideration for entering into the VIE Agreements, Jingshe Zhang and Baogang Song,
the shareholders of Joway Shengshi (the “Grantees”), entered into a Call Option Agreement, dated July 20,2010 with
Lionel Evan Liu (the “Grantor”), the sole shareholder of Crystal Globe (the controlling shareholder of Dynamic Elite),
a British Virgin Islands company (the “Call Option Agreement”), pursuant to which the Grantees had the right to purchase
up to 100% of the shares of Crystal Globe (the “Call Option”) at an exercise price of $2.00 per share (the “Exercise
Price”) for a period of five years. The Call Option vested as to 34% of the shares of Crystal Globe on April 2, 2011 and
as to 33% on each of April 2, 2012 and 2013(the respective “Call Option Effective Date”). On March 28, 2015, the Grantor
and Grantees amended the Call Option Agreement, to (i) reduce the Exercise Price to $0.00 per share and (ii) extend the Grantees’
rights to exercise their call option within ten years from the respective Option Effective Date.
On
November 13, 2016, Jinghe Zhang exercised the Call Option as to 99% of the shares of Crystal Globe and Baogang Song exercised
his Call Option as to 1% of the shares of Crystal Globe. As a result of exercising the Call Option, Jinghe Zhang became the controlling
shareholder of Crystal Globe and in turn, the controlling shareholder of the Company. On November 20, 2016, Baogang Song transferred
1% of the shares of Crystal Globe to Jinghe Zhang. Consequently, Jinghe Zhang controls 17,408,000 shares, or 86.8%, of the issued
and outstanding shares of the Company’s common stock.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America (“US GAAP”). Accordingly, they do not include all of the information
and the footnotes required by generally accepted accounting principles for complete financial statements. The Company’s
functional currency is the Chinese Renminbi (“RMB”); however, the accompanying unaudited condensed consolidated financial
statements have been translated and presented in United States Dollars (“USD”). All significant inter-company transactions
and balances have been eliminated. The consolidated financial statements include all adjustments that, in the opinion of management,
are necessary to make the financial statements not misleading.
Operating results for the three month
period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December
31, 2018. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s
form 10-K for the fiscal year ended December 31, 2017 which was filed on April 2, 2018.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management
makes these estimates using the best information available at the time the estimates are made. Actual results could differ from
those estimates.
Basis
of Consolidation
The
accompanying consolidated financial statements include Joway Health, its wholly owned subsidiaries, and controlled VIEs. All significant
inter-company accounts and transactions have been eliminated in the consolidation.
Pursuant
to Accounting Standards Codification Topic 810 “Consolidation” (“ASC 810”), the Company is required to
include in its consolidated financial statements the financial statements of its variable interest entities (“VIEs”).
ASC 810 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE
or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through
contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore
the company is the primary beneficiary of the entity.
Based
on the various Contractual Agreements, the Company is able to exercise control over the VIEs, and to obtain the full economic
benefits. The terms of the exclusive option agreement are currently exercisable and legally enforceable under PRC laws and regulations.
The minimum amount of consideration permitted by the applicable PRC law to exercise the option does not represent a financial
barrier or disincentive for the Company to exercise its rights under the exclusive option agreement. A simple majority vote of
the Company’s board of directors is required to pass a resolution to exercise its rights under the exclusive option agreement,
for which consent of the shareholder of VIEs is not required. Therefore, this gives the Company the power to direct the activities
that most significantly impact VIEs’ economic performance. The Company’s ability to exercise effective control, together
with the consulting service agreements and the equity pledge agreements, give the Company the rights to receive substantially
all of the economic benefits from VIEs in consideration for the services provided by its wholly owned subsidiaries in China. Accordingly,
as the primary beneficiary of VIEs and in accordance with U.S. GAAP, Joway Shengshi, Joway Technology, Joway Decoration, and Shengtang
Trading, as VIEs of Junhe Consulting, has been consolidated in the Company’s financial statements. Sales from Joway Shengshi,
Joway Technology, Joway Decoration, and Shengtang Trading are included in the Company’s total sales, their incomes or losses
from operations are consolidated with the Company’s, and the Company’s net income or loss includes net income or loss
from Joway Shengshi, Joway Technology, Joway Decoration, and Shengtang Trading.
Foreign
Currency Translation
The
accompanying consolidated financial statements are presented in USD. The functional currency of the Company is RMB. The consolidated
financial statements are translated into United States dollars from RMB at period-end exchange rates as to assets and liabilities
and average exchange rates as to revenues and expenses. Equity accounts are translated at their historical exchange rates when
the equity transactions occurred. The resulting transaction adjustments are recorded as a component of stockholders’ equity.
Gains and losses from foreign currency transactions are included in net income.
|
|
For the three months ended
March 31,
|
|
|
For the year ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2017
|
|
Period ended RMB: USD Exchange rate
|
|
|
6.28015
|
|
|
|
6.89053
|
|
|
|
6.50739
|
|
Average RMB: USD Exchange rate
|
|
|
6.35663
|
|
|
|
6.888178
|
|
|
|
6.75783
|
|
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 USD at the rates used in translation.
For the three months ended March 31, 2018
and 2017 foreign currency translation adjustments of $214,619 and $50,854, respectively, have been reported as comprehensive income
in the unaudited condensed consolidated financial statements.
Other
Comprehensive Income
Other
comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes
resulting from investments by owners and distributions to owners, and is not included in the computation of income tax expense
or benefit. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.
Concentrations
of Credit Risk
The
Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations
may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy.
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with
companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect to
laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation,
among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally
of cash. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and no deposits are
covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks
on its cash in bank accounts.
Fair
Value of Financial Instruments
Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
|
●
|
Level
1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
|
●
|
Level
2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
|
●
|
Level
3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its
own assumptions.
|
The
carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable,
and amounts due from related parties generally approximate their fair market values based on the short-term maturity of these
instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial
assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument
basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized
gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect
to apply the fair value option to any outstanding instruments.
Cash
For
financial reporting purposes, the Company considers all highly liquid financial instruments with an original maturity of three
months or less to be cash equivalents. The Company had no cash equivalents at any point during the period of the financial statements
presented. Balances at financial institutions or state-owned banks within the PRC are not covered by insurance. The Company has
not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
Accounts
Receivable
Accounts
receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for
estimated losses. On a periodic basis, the Company reviews the composition of the accounts receivable and analyzes historical
bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns
to evaluate the adequacy of these allowances. Accounts are written off after exhaustive efforts at collection. As of March 31,
2018 and December 31, 2017, based on a review of its outstanding balances, the Company allowance for doubtful accounts had a zero
balance, respectively.
Inventories
Inventories are stated at the lower of cost, as determined by the specific identification method on contract
level (
for each individual contract, inventories cost
flow are determined by weighted-average method), or the net realizable value, which is determined on selling prices less any further
costs expected to be incurred for completion and disposal. The Company regularly evaluates the composition of its inventories to
identify slow-moving and obsolete inventories to determine whether a valuation allowance is required. As of March 31, 2018 and
December 31, 2017, the Company recorded $67,957 and $65,584 for inventory valuation allowance, respectively.
Advances
to Suppliers
Advances to suppliers represent the cash
paid in advance for inventory items or construction in progress. The advance payments are meant to ensure preferential pricing
and delivery. The amounts advanced under such arrangements totaled $124,964 and $95,521 as of March 31, 2018 and December 31,
2017, respectively.
Long-term
Investments
Investments
in which the Company has a 20% to 50% interest are accounted for by the equity method. Under the equity method the carrying value
of the investment is adjusted for the Company’s proportionate share of the investee’s income or loss.
Investments
in which the Company has less than a 20% interest are accounted for by the cost method. Under the cost method, investments are
carried at cost and income is recorded when dividends are received from those investments.
Property,
Plant, and Equipment
Property,
plant and equipment are stated at cost less accumulated depreciation, and include expenditures that substantially increase the
useful lives of existing assets.
Depreciation
is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are as follows:
Building
|
|
20
years
|
|
Operating
Equipment
|
|
10
years
|
|
Office
furniture and equipment
|
|
3
or 5 years
|
|
Vehicles
|
|
10
years
|
|
The
cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or
loss is included in the consolidated statements of operations. Maintenance, repairs and minor renewals are charged directly to
expenses as incurred. Significant renewals and betterment to buildings and equipment are capitalized. Leasehold improvements are
depreciated over the lesser of the useful life or the life of the lease.
Intangible
Assets
Intangible
assets mainly consist of land use rights. All land located in the PRC is owned by the government and cannot be sold to any individual
or company. The land use rights granted to the Company are being amortized using the straight-line method over the lease term
of 50 years. Other intangible assets are software programs that are amortized over their estimated useful life of 10 years.
Impairment
of Long-lived Assets
Long-lived
assets of the Company are reviewed annually as to whether their carrying value has become impaired, pursuant to the guidelines
established in FASB ASC 360. The Company considers assets to be impaired if the carrying value exceeds the future projected cash
flows from the related operations. The Company also re-evaluates the periods of depreciation and amortization to determine whether
subsequent events and circumstances warrant revised estimates of useful lives. The Company did not record any impairment loss
for the three months ended March 31, 2018 and 2017.
Revenue
Recognition
The
Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered,
the purchase price is fixed or determinable and collectability is reasonably assured.
With respect to sales of product to both
franchisee and non-franchisee customers, the Company prepares product shipments upon the receipt of a customer’s purchase
order. Sales prices are based on fixed price lists that are different depending on whether the price list is for a franchisee
customer or for non-franchisee customers. The Company recognizes revenue when the product is shipped. The Company does not sell
product to any customers with a right of return. Sales are presented net of value added tax (VAT).
For
Tourmaline Wellness House sales, the Company recognizes revenue under the completed contract method. Customers contact the Company
with requests to construct a Wellness House. The Company and the customer enter into a contract, at which time the customer pays
a deposit of at least one-half of the sales price. A contract is considered completed when all significant costs have been incurred
and the project has been accepted by the customer. The contracts have a place for the customer to sign indicating their acceptance
of the completed Wellness House. At this time the customer will also pay any remaining balance on the contract. The Company recognizes
the full contract revenue at this point. Contract costs consist primarily of materials and labor costs. The construction period
of a Wellness House generally does not exceed five days.
Shipping
Costs
Shipping costs are included in selling
expenses and totaled $32,530 and $31,794 for the three months ended March 31, 2018 and 2017, respectively.
Income
Taxes
The
Company is governed by the Income Tax Law and associated legislations of the PRC. The Company accounts for income taxes in accordance
with FASB ASC 740 “Income Taxes”, which is an asset and liability approach that requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial
statements or tax returns. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood
of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which
the timing and amount are uncertain.
According
to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than
not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based
on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold
to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount
of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed
to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold
is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the
first subsequent financial reporting period in which the threshold is no longer met. ASC 740 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosures, and transition.
Basic
and Diluted Earnings per Share
The
Company reports earnings per share in accordance with FASB ASC 260 “Earnings per share”. The Company’s basic
earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings
per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is
computed by applying the treasury stock method. Under this method, the Company’s outstanding stock warrants are assumed
to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the
period. There were no dilutive instruments outstanding during the three months periods ended March 31, 2018 and 2017.
Segment
Information
The
Company follows FASB ASC 280-Segment Reporting, which requires that companies disclose segment data based on how management makes
decision about allocating resources to segments and evaluating their performance.
For
the three months ended March 31, 2018 and the year ended December 31, 2017, management has determined that the Company is operating
in three reportable business segments, (1) Healthcare Knit Goods Series, (2) Daily Healthcare and Personal Care Series, and (3)
Wellness House and Activated Water Machine Series. The Company's reportable segments are strategic business units that offer different
products. They are managed separately based on the fundamental differences in their operations.
Recently
Issued Accounting Pronouncements
In
August 2017, the FASB issued new guidance related to accounting for hedging activities. This guidance expands strategies that
qualify for hedge accounting, changes how many hedging relationships are presented in the financial statements, and simplifies
the application of hedge accounting in certain situations. The standard will be effective for us beginning July 1, 2019, with
early adoption permitted for any interim or annual period before the effective date. Adoption of the standard will be applied
using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date.
The Company does not expect the impact on its consolidated financial statements to be material.
In
October 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance requiring an entity to recognize
the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than
when the asset has been sold to an outside party. This guidance is effective for us beginning July 1, 2018, with early adoption
permitted beginning July 1, 2017. We plan to adopt the guidance effective July 1, 2018. Adoption of the guidance will be applied
using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date.
A cumulative-effect adjustment will capture the write-off of income tax consequences deferred from past intra-entity transfers
involving assets other than inventory and new deferred tax assets for amounts not recognized under current U.S. GAAP. The Company
does not expect the impact on its consolidated financial statements to be material.
In
May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides for a single
comprehensive principles-based standard for the recognition of revenue across all industries through the application of the following
five-step process:
Step
1: Identify the contract(s) with a 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 (or as) the entity satisfies a performance obligation.
The
updated guidance related to revenue recognition affects any entity that either enters into contracts with customers to transfer
goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope
of other standards. The guidance requires that an entity recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. The guidance is effective for the Company starting on January 1, 2017.
In
February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations
by requiring the recognition of lease assets and lease liabilities on the balance sheet. Most prominent among the amendments is
the recognition of assets and liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP.
Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the
amount, timing, and uncertainty of cash flows arising from leases. The Company does not expect the impact on its consolidated
financial statements to be material.
In
April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations
and Licensing”. The amendments add further guidance on identifying performance obligations and also to improve the operability
and understandability of the licensing implementation guidance. The amendments do not change the core principle of the guidance
in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including
interim reporting periods therein. Early application for public entities is permitted only as of annual reporting periods beginning
after December 15, 2016, including interim reporting periods within that reporting period. The Company does not expect the impact
on its consolidated financial statements to be material.
In
May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission
of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016
EITF Meeting”, The amendments rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging
Issues Task Force (EITF) meeting. Specifically, registrants should not rely on the following SEC Staff Observer comments upon
adoption of Topic 606: 1) Revenue and Expense Recognition for Freight Services in Process, which is codified in paragraph 605-20-S99-2;
2) Accounting for Shipping and Handling Fees and Costs, which is codified in paragraph 605-45-S99-1; 3) Accounting for Consideration
Given by a Vendor to a Customer (including Reseller of the Vendor's Products), which is codified in paragraph 605-50-S99-1; 4)
Accounting for Gas-Balancing Arrangements (i.e., use of the "entitlements method"), which is codified in paragraph 932-10-S99-5,
which is effective upon adoption of ASU 2014-09. The Company does not expect the impact on its consolidated financial statements
to be material.
In
May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and
Practical Expedients". The amendments, among other things: (1) clarify the objective of the collectability criterion for
applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar)
taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide
a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning
of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction
price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed
contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy
GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic
606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption.
The effective date of these amendments is at the same date that Topic 606 is effective. The Company does not expect the impact
on its consolidated financial statements to be material.
In
June 2016, the FASB issued a new standard to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology
that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to
inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, we will be required to
use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses
that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for
credit losses rather than as a reduction in the amortized cost basis of the securities. The new standard will be effective for
us beginning July 1, 2020, with early adoption permitted beginning July 1, 2019. Application of the amendments is through a cumulative-effect
adjustment to retained earnings as of the effective date. The Company does not expect the impact on its consolidated financial
statements to be material.
NOTE
3 – ACCOUNTS RECEIVABLE
Accounts
receivable consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Accounts receivable
|
|
$
|
2,878
|
|
|
$
|
2,777
|
|
Less: allowance for bad debt
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
2,878
|
|
|
$
|
2,777
|
|
As
of the periods presented, the Company has no allowance for bad debts, because the management, based on their analysis, considers
all the accounts receivable to be collectible.
NOTE
4 – INVENTORIES
Inventories
consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Raw materials
|
|
$
|
213,238
|
|
|
$
|
219,357
|
|
Finished goods
|
|
|
415,924
|
|
|
|
425,314
|
|
Low value consumables
|
|
|
40,577
|
|
|
|
39,160
|
|
Total
|
|
|
669,739
|
|
|
|
683,831
|
|
Less: impairment loss
|
|
|
(67,957
|
)
|
|
|
(65,584
|
)
|
Inventory, net
|
|
$
|
601,782
|
|
|
$
|
618,247
|
|
Low
value consumables represent low priced and easily worn articles and are amortized on equal-split amortization method. Pursuant
to this method, half value of the low value consumable should be amortized once used and the remaining half value should be amortized
when disposed of.
As of March 31, 2018 and December 31,
2017, the Company recognized $67,957 and $65,584, respectively, as a reserve for impairment loss from inventory.
NOTE
5 – PROPERTY, PLANT AND EQUIPMENT
Property,
plant and equipment consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Building
|
|
$
|
6,340,086
|
|
|
$
|
6,118,687
|
|
Operating equipment
|
|
|
372,598
|
|
|
|
372,368
|
|
Office furniture and equipment
|
|
|
370,595
|
|
|
|
360,601
|
|
Vehicles
|
|
|
1,117,329
|
|
|
|
1,116,010
|
|
Total
|
|
|
8,200,608
|
|
|
|
7,967,666
|
|
Less: accumulated depreciation
|
|
|
(3,767,657
|
)
|
|
|
(3,568,834
|
)
|
Property, plant and equipment, net
|
|
$
|
4,432,951
|
|
|
$
|
4,398,832
|
|
Depreciation expense for the three months
ended March 31, 2018 and 2017 amounted to $119,074 and $103,952, respectively.
NOTE
6 – INTANGIBLE ASSETS
Intangible
assets consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Land use rights
|
|
$
|
657,319
|
|
|
$
|
634,365
|
|
Other intangible assets
|
|
|
84,101
|
|
|
|
81,164
|
|
Total
|
|
|
741,420
|
|
|
|
715,529
|
|
Less: accumulated amortization
|
|
|
(206,980
|
)
|
|
|
(194,235
|
)
|
Intangible assets, net
|
|
$
|
534,440
|
|
|
$
|
521,294
|
|
Amortization expense of intangible assets
for the three months ended March 31, 2018 and 2017 was $5,648 and $5,455, respectively.
The
estimated amortization expense for the next five years is as follows:
Estimated amortization expense for
|
|
|
|
the year ending December 31,
|
|
Amount
|
|
2018
|
|
$
|
22,240
|
|
2019
|
|
$
|
22,240
|
|
2020
|
|
$
|
22,240
|
|
2021
|
|
$
|
22,240
|
|
2022
|
|
$
|
22,240
|
|
Thereafter
|
|
$
|
410,094
|
|
NOTE
7 – RELATED PARTY TRANSACTIONS
Payables
due to related parties consist of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Shenyang Joway Industrial Development Co., Ltd.
|
|
$
|
2,320
|
|
|
$
|
2,239
|
|
Jinghe Zhang
|
|
|
99,826
|
|
|
|
126,799
|
|
Total
|
|
$
|
102,146
|
|
|
$
|
129,038
|
|
Transactions
with Shenyang Joway
|
●
|
Shenyang
Joway was formed in 2005 in Shenyang, China by Mr. Jinghe Zhang and three other individuals.
Mr. Zhang holds more than 50% of the equity in Shenyang Joway. Shenyang Joway was in
the business of marketing and distributing clothing and related products to other companies.
In 2009, Mr. Zhang decided to shut down the operations of Shenyang Joway in order to
focus his attention on Joway Shengshi’s business. Shenyang Joway has ceased operations,
although it still exists as a legal entity, and Joway Shengshi was able to find new suppliers
with no material adverse impact to the Company.
|
|
●
|
On
May 7, 2007, the Company’s subsidiary Joway Shengshi entered into an agreement
with Shenyang Joway pursuant to which Joway Shengshi and Shenyang Joway agreed to provide
each other with interest-free, unsecured advances for working capital. On May 10, 2007,
the Company’s subsidiary Joway Technology and Shenyang Joway entered into an agreement
pursuant to which Joway Technology and Shenyang Joway agreed to provide each other with
interest-free, unsecured advances for working capital.
|
|
●
|
Through
December 31, 2008, Joway Technology advanced $58,568 to Shenyang Joway, which was paid
off by Shenyang Joway to Joway Technology in 2009.
|
|
●
|
Through
December 31, 2010, Shenyang Joway advanced an aggregate of $791,701 to Joway Shengshi
and Joway Technology. For the three months ended March 31, 2018 and 2017, the Company
received and repaid $0 of these advances, respectively. For the three months ended March
31, 2018, the foreign currency fluctuation affected an increase of $81 in these advances.
As of March 31, 2018, the total unpaid principal balance due Shenyang Joway for advances
was $2,320.
|
|
●
|
Shenyang
Joway ceased operations at the end of 2009, although it still exists as a legal entity.
|
Transactions
with Jinghe Zhang
|
●
|
On
December 1, 2009, the Company, through its subsidiary Joway Shengshi, entered into a
royalty-free license agreement with Jinghe Zhang, our President, Chief Executive Officer
and director. Pursuant to the license agreement, we are authorized to use the trademark
“Joway” for a term of nine years and five patents from December 1, 2009 till
the expiration dates of the patents.
|
|
●
|
On
May 10, 2007, Joway Shengshi entered into a cash advance agreement with Jinghe Zhang,
our President, Chief Executive Officer and director. Pursuant to the agreement, Jinghe
Zhang agreed to advance operating capital to Joway Shengshi. The advances are interest
free, unsecured, and have no specified repayment terms. The agreement is valid throughout
Joway Shengshi’s term of operation. During the period beginning May 17, 2007 (inception
of Joway Shengshi) through March 31, 2018, Joway Shengshi received cash advances in the
aggregate principal amount of $4,736,754 from Jinghe Zhang of which $4,636,928 has been
repaid. For the three months ended March 31, 2018 and 2017, the Company repaid $31,181
and received $4,790 of advances, respectively. In addition, the currency fluctuation
affected an increase of $4,208 for the three months ended March 31, 2018. As of March
31, 2018, the total unpaid principal balance due Jinghe Zhang for advances was $99,826.
|
The
amounts owed to related parties are non-interest bearing and have no specified repayment terms.
NOTE
8 – INCOME TAXES
The
Company operations in the People’s Republic of China are subject to the Income Tax Law of the People’s Republic of
China. Pursuant to the PRC Income Tax Laws, the Company is subject to the Enterprise Income Tax (“EIT”) which is generally
a statutory rate of 25% beginning January 2008, on income as reported in its statutory financial statements after appropriate
tax adjustments.
The
table below summarizes the differences between the PRC statutory federal rate and the Company’s effective tax rate:
|
|
For the three months ended
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Tax computed at China statutory rates
|
|
|
25
|
%
|
|
|
25
|
%
|
Effect of losses
|
|
|
(25
|
%)
|
|
|
(25
|
%)
|
Effective rate
|
|
|
0
|
%
|
|
|
0
|
%
|
NOTE
9 – STATUTORY RESERVES
Pursuant
to the laws and regulations of the PRC, annual income of the Company’s subsidiaries is required to be partly allocated to
the statutory reserves funds after the payment of the PRC income taxes. The allocation to the statutory reserves funds should
be at least 10% of income after tax until the reserves reaches 50% of the entities’ registered capital or members’
equity. The reserve funds are not transferable to the Company in the form of cash dividends, loans or advances. Thus the reserve
funds are not available for distribution except in liquidation. As of March 31, 2018, the Company had allocated $354,052 to statutory
reserves.
NOTE
10 – SEGMENTS
In 2018 and 2017, the Company operated
in three reportable business segments: (1) Healthcare Knit Goods Series, (2) Daily Healthcare and Personal Care Series and (3)
Wellness House and Activated Water Machine Series. The Company's reportable segments are strategic business units that offer different
products. They are managed separately based on the fundamental differences in their operations. Information with respect to these
reportable business segments is as follows:
For
the three months ended March 31, 2018
|
|
Sales
|
|
|
COGS
|
|
|
Gross profit
|
|
|
Loss from operations
|
|
|
Depreciation and amortization
|
|
|
Assets
|
|
Healthcare Knit Goods Series
|
|
$
|
83,117
|
|
|
$
|
33,281
|
|
|
$
|
49,836
|
|
|
$
|
(88,172
|
)
|
|
$
|
25,327
|
|
|
$
|
143,969
|
|
Daily Healthcare and Personal Care Series
|
|
|
105,593
|
|
|
|
43,365
|
|
|
|
62,228
|
|
|
|
(113,100
|
)
|
|
|
32,176
|
|
|
|
244,644
|
|
Wellness House and Activated Water Machine Series
|
|
|
220,590
|
|
|
|
96,479
|
|
|
|
124,111
|
|
|
|
(242,163
|
)
|
|
|
67,219
|
|
|
|
222,784
|
|
Segment Totals
|
|
$
|
409,300
|
|
|
$
|
173,125
|
|
|
$
|
236,175
|
|
|
|
(443,435
|
)
|
|
$
|
124,722
|
|
|
|
611,397
|
|
Other Expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,050
|
)
|
|
|
|
|
|
|
|
|
Income Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Unallocated Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,426,100
|
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(461,485
|
)
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,037,497
|
|
For
the three months ended March 31, 2017
|
|
Sales
|
|
|
COGS
|
|
|
Gross profit
|
|
|
Loss from
operations
|
|
|
Depreciation
and
amortization
|
|
|
Assets
|
|
Healthcare Knit Goods Series
|
|
$
|
230,848
|
|
|
$
|
54,720
|
|
|
$
|
176,128
|
|
|
$
|
(39,412
|
)
|
|
$
|
33,998
|
|
|
$
|
152,116
|
|
Daily Healthcare and Personal Care Series
|
|
|
196,671
|
|
|
|
56,684
|
|
|
|
139,987
|
|
|
|
(43,639
|
)
|
|
|
28,965
|
|
|
|
307,828
|
|
Wellness House and Activated Water Machine Series
|
|
|
315,362
|
|
|
|
126,526
|
|
|
|
188,836
|
|
|
|
(105,611
|
)
|
|
|
46,444
|
|
|
|
228,628
|
|
Segment Totals
|
|
$
|
742,881
|
|
|
$
|
237,930
|
|
|
$
|
504,951
|
|
|
|
(188,662
|
)
|
|
$
|
109,407
|
|
|
|
688,572
|
|
Other Income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,772
|
|
|
|
|
|
|
|
|
|
Income Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Unallocated Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,058,038
|
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(185,890
|
)
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,746,610
|
|
NOTE
11 - FRANCHISE REVENUES
The
Company enters into franchising agreements to develop retail outlets for the Company's products. The agreements provide that franchisees
will sell Company products exclusively at a predetermined retail price. In exchange the Company provides them with geographic
exclusivity, discounted products, training and support. The agreements also require franchisees to adhere to certain standards
of product merchandising, promotion and presentment. The agreements also prohibit franchisees from selling competitor’s
products. The agreements do not require any initial franchise fees from the franchisees, nor do they require the franchisees to
pay continuing royalties. The agreements do not require the franchisees to purchase any minimum levels of product, but do require
that they make at least one purchase during each year. The Company does not act to manage the franchisees’ levels of product.
Franchisees hold periodic conferences, assisted by the Company’s marketing department, to promote product awareness and
the introduction of new products. The franchising agreements are generally for terms of three years and are renewable at the mutual
agreement of both parties. The franchising agreements are cancelable at the Company’s discretion if franchisees violate
the terms of the agreements.
The
following is a breakdown of revenue between franchise and non-franchise customers:
|
|
For the three months ended
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Sales to franchise customers
|
|
$
|
285,225
|
|
|
$
|
560,007
|
|
Sales to non-franchise customers
|
|
|
124,075
|
|
|
|
182,874
|
|
|
|
|
|
|
|
|
|
|
Total sales
|
|
$
|
409,300
|
|
|
$
|
742,881
|
|
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operation.
The following discussion and analysis
should be read in conjunction with the consolidated financial statements and notes thereto included in Item 1 of this Quarterly
Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained
in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2018.
FORWARD-LOOKING STATEMENTS:
Certain statements made in this report
may constitute “forward-looking statements on our current expectations and projections about future events.” These
forward-looking statements involve known or unknown risks, uncertainties, and other factors that may cause our actual results,
performance, or achievements to be materially different from any future results, performance or achievements expressed or implied
by the forward-looking statements. In some cases you can identify forward-looking statements by some words such as “may,”
“should,” “potential,” “continue,” “expects,” “anticipates,” “intends,”
“plans,” “believes,” “estimates,” and similar expressions. These statements are based on our
current beliefs, expectations, and assumptions, and are subject to a number of risks and uncertainties. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. These forward-looking statements are made as of the date of this report, and we assume no obligation
to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required
by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not
occur and actual results and events may vary significantly from those discussed in the forward-looking statements.
Overview
General
We develop, manufacture, market, distribute,
and sell products, including knit goods, daily healthcare and personal care products, and wellness house and activated water machine
products, that are coated, embedded or filled with tourmaline. Most of our products, such as clothing, bedding, and mattresses
are purchased as finished products which we then coat and/or infuse with liquid or granular tourmaline using one or more of our
manufacturing techniques. We conduct all of our operations in Tianjin City, China and distribute most of our products to more than
100 franchisees in China. Our franchisees, in turn, sell the products to their customers. All of our revenues to date have been
generated by sales to customers located in the PRC.
Beginning in 2009, we began to develop
a franchise network to distribute our healthcare knit goods, daily healthcare products and personal care products. Through these
franchisees, we were able to significantly increase sales of our healthcare knit goods segment and daily healthcare and personal
care segment. In 2010, we began distributing our wellness house and activated water machine products through our franchise network.
We are a holding company with no material
operations of our own. All of our operations are conducted through Joway Shengshi and its three subsidiaries, Joway Technology,
Joway Decoration and Shengtang Trading. Joway Shengshi engages in the manufacture and distribution of tourmaline health-related
products such as knit goods, and daily healthcare and personal care products. Joway Technology and Joway Decoration engage in the
manufacture and distribution of activated water machines and wellness houses. We utilize our Shengtang Trading subsidiary to purchase
raw materials, which are then sold to Joway Shengshi and Joway Decoration.
As a holding company, our ability to pay
dividends and other cash distributions to our shareholders depends in part upon dividends and other distributions paid to us by
our PRC subsidiaries. The amount of dividends paid by our PRC subsidiaries to us primarily depends on the service fees paid to
our PRC subsidiaries from Joway Shengshi and its subsidiaries, and, to a lesser degree, our PRC subsidiaries’ retained earnings.
Conducting our operations through contractual arrangements with Joway Shengshi and its subsidiaries has a risk that we may lose
the power to direct the activities that most significantly affect the economic performance of Joway Shengshi and its subsidiaries,
which may result in our being unable to consolidate their financial results with our results and may impair our access to their
cash flow from operations and thereby reduce our liquidity.
Description of Selected Income Statement
Items
Revenues.
We generate revenue from
sales of our Healthcare Knit Goods Series, Daily Healthcare and Personal Care Series and Wellness House and Activated Water Machine
Series.
Cost of goods sold.
Cost
of goods sold consists of costs directly attributable to production, including the cost of raw materials, salaries for staff engaged
in production activity, electricity, depreciation, packing materials, and related expenses.
Operating expenses.
Our
total operating expenses consist of sales and marketing expenses and general and administrative expenses. Sales and marketing expenses
consist primarily of salaries and traveling expenses of our marketing department employees, transportation expenses, and advertising
expenses. General and administrative expenses consist primarily of salaries of our administrative department employees, payroll
taxes and benefits, general office expenses and depreciation.
Other income (expense).
Our other
income (expense) consists primarily of interest income, investment income and bank service fee.
Income taxes.
According to the revised
Enterprise Income Tax Law effective as of January 1, 2008, the income tax rate of our PRC subsidiaries is generally 25%. Joway
Health Industries Group Inc. was established under the laws of the State of Nevada and is subject to U.S. federal income tax and
Nevada annual reporting requirements.
Results of Operations
The following table sets forth certain
information regarding our results of operations.
|
|
For the three months ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
REVENUES
|
|
$
|
409,300
|
|
|
$
|
742,881
|
|
COST OF REVENUES
|
|
|
173,125
|
|
|
|
237,930
|
|
GROSS PROFIT
|
|
|
236,175
|
|
|
|
504,951
|
|
OPERATING EXPENSES
|
|
|
679,610
|
|
|
|
693,613
|
|
LOSS FROM OPERATIONS
|
|
|
(443,435
|
)
|
|
|
(188,662
|
)
|
OTHER INCOME (EXPENSE), NET
|
|
|
(18,050
|
)
|
|
|
2,772
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(461,485
|
)
|
|
|
(185,890
|
)
|
INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
NET LOSS
|
|
$
|
(461,485
|
)
|
|
$
|
(185,890
|
)
|
Business Segments
In 2018 and 2017, we operated in three
reportable business segments: (1) Healthcare Knit Goods, (2) Daily Healthcare and Personal Care Products and (3) Wellness House
and Activated Water Machine Products. The following table sets forth the contributions of each reportable business segment in dollars
and as a percent of revenue:
For the three months ended March 31, 2018
|
|
Healthcare Knit goods Series
|
|
|
% of Total
|
|
|
Daily Healthcare and Personal Care Series
|
|
|
% of Total
|
|
|
Wellness House and Activated Water Machine Series
|
|
|
% of Total
|
|
|
Total
|
|
REVENUES
|
|
$
|
83,117
|
|
|
|
20.3
|
%
|
|
$
|
105,593
|
|
|
|
25.8
|
%
|
|
$
|
220,590
|
|
|
|
53.9
|
%
|
|
$
|
409,300
|
|
COST OF REVENUES
|
|
|
33,281
|
|
|
|
19.2
|
%
|
|
|
43,365
|
|
|
|
25.0
|
%
|
|
|
96,479
|
|
|
|
55.7
|
%
|
|
|
173,125
|
|
GROSS PROFIT
|
|
|
49,836
|
|
|
|
21.1
|
%
|
|
|
62,228
|
|
|
|
26.3
|
%
|
|
|
124,111
|
|
|
|
52.6
|
%
|
|
|
236,175
|
|
GROSS MARGIN
|
|
|
60.0
|
%
|
|
|
|
|
|
|
58.9
|
%
|
|
|
|
|
|
|
56.3
|
%
|
|
|
|
|
|
|
57.7
|
%
|
OPERATING EXPENSES
|
|
|
138,008
|
|
|
|
20.3
|
%
|
|
|
175,328
|
|
|
|
25.8
|
%
|
|
|
366,274
|
|
|
|
53.9
|
%
|
|
|
679,610
|
|
LOSS FROM OPERATIONS
|
|
$
|
(88,172
|
)
|
|
|
19.9
|
%
|
|
$
|
(113,100
|
)
|
|
|
25.5
|
%
|
|
$
|
(242,163
|
)
|
|
|
54.6
|
%
|
|
$
|
(443,435
|
)
|
For the three months ended March 31, 2017
|
|
Healthcare Knit goods Series
|
|
|
% of Total
|
|
|
Daily Healthcare and Personal Care Series
|
|
|
% of Total
|
|
|
Wellness House and Activated Water Machine Series
|
|
|
% of Total
|
|
|
Total
|
|
REVENUES
|
|
$
|
230,848
|
|
|
|
31.1
|
%
|
|
$
|
196,671
|
|
|
|
26.5
|
%
|
|
$
|
315,362
|
|
|
|
42.5
|
%
|
|
$
|
742,881
|
|
COST OF REVENUES
|
|
|
54,720
|
|
|
|
23.0
|
%
|
|
|
56,684
|
|
|
|
23.8
|
%
|
|
|
126,526
|
|
|
|
53.2
|
%
|
|
|
237,930
|
|
GROSS PROFIT
|
|
|
176,128
|
|
|
|
34.9
|
%
|
|
|
139,987
|
|
|
|
27.7
|
%
|
|
|
188,836
|
|
|
|
37.4
|
%
|
|
|
504,951
|
|
GROSS MARGIN
|
|
|
76.3
|
%
|
|
|
|
|
|
|
71.2
|
%
|
|
|
|
|
|
|
59.9
|
%
|
|
|
|
|
|
|
68.0
|
%
|
OPERATING EXPENSES
|
|
|
215,540
|
|
|
|
31.1
|
%
|
|
|
183,626
|
|
|
|
26.5
|
%
|
|
|
294,447
|
|
|
|
42.5
|
%
|
|
|
693,613
|
|
LOSS FROM OPERATIONS
|
|
$
|
(39,412
|
)
|
|
|
20.9
|
%
|
|
$
|
(43,639
|
)
|
|
|
23.1
|
%
|
|
$
|
(105,611
|
)
|
|
|
56.0
|
%
|
|
$
|
(188,662
|
)
|
For The Three Months Ended March 31,
2018 Compared to March 31, 2017
Revenue.
For the three months ended
March 31, 2018, revenue was $409,300 compared to $742,881 for the three months ended March 31, 2017, a decrease of $333,581 or
44.9%. This decrease was mainly due to that we regulated our marketing policy for the three months ended March 31, 2018 and caused
revenue to fall.
Revenue from healthcare knit goods segment
decreased by $147,731 or 64% to $83,117 for the three months ended March 31, 2018 from $230,848 for the three months ended March
31, 2017. This decrease was mainly due to decrease in sales of our mattress products. Our mattress products are our best-selling
products and were most affected by market fluctuations.
Revenue from daily healthcare and personal
care products decreased by $91,078 or 46.3% to $105,593 for the three months ended March 31, 2018 from $196,671 for the three months
ended March 31, 2017. This was primarily due to the decrease in sales of our tourmaline scarf and tourmaline necklace.
Revenue from wellness houses and activated
water machines decreased by $94,772 or 30.1% to $220,590 for the three months ended March 31, 2018 from $315,362 for the three
months ended March 31, 2017. This decrease was mainly due to the decrease in sale of our wellness house.
Cost of Goods Sold.
For the three
months ended March 31, 2018, cost of goods sold was $173,125 compared to $237,930 for the three months ended March 31, 2017, a
decrease of $64,805, or 27.2%. This decrease was mainly due to the decrease of sales.
Cost of goods sold for healthcare knit
goods segment decreased to $33,281 for the three months ended March 31, 2018 from $54,720 for the three months ended March 31,
2017, a decrease of $21,439 or 39.2%. This decrease was mainly due to the decrease in cost of our mattress products.
Cost of goods sold for the daily healthcare
and personal care segment decreased to $43,365 for the three months ended March 31, 2018 from $56,684 for the three months ended
March 31, 2017, a decrease of $13,319 or 23.5%. This decrease was primarily due to the decrease in our sales.
Cost of goods sold for our wellness house
and activated water machine segment decreased to $96,479 for the three months ended March 31, 2018 from $126,526 for the three
months ended March 31, 2017, a decrease of $30,047 or 23.7%. This decrease was mainly due to the decrease in our sales.
Gross profit.
Our gross profit decreased
by $268,776 or 53.2% to $236,175 for the three months ended March 31, 2018, compared to $504,951 for the three months ended March
31, 2017. This decrease was mainly due to the decrease in sales. Our gross margin decreased from 68% for the three months ended
March 31, 2017 to 57.7% for the three months ended March 31, 2018. This decrease was mainly due to that we gave much more discounts
to our franchisees for the three months ended March 31, 2018.
Gross profit for the healthcare knit goods
segment decreased by $126,292 or 71.7% to $49,836 for the three months ended March 31, 2018 compared to $176,128 for the three
months ended March 31, 2017. This decrease was mainly due to decreased sales of our mattress products. The gross margins of healthcare
knit goods segment decreased from 76.3% for the three months ended March 31, 2017 to 60% for the three months ended March 31, 2018.
It was mainly due to more discounts to our franchisees for the three months ended March 31, 2018.
Gross profit of daily healthcare and personal
care segment decreased by $77,759 or 55.5% to $62,228 for the three months ended March 31, 2018, compared to $139,987 for the three
months ended March 31, 2017. This decrease was primarily due to the decrease in sales. The gross margin of daily healthcare and
personal care segment decreased from 71.2% for the three months ended March 31, 2017 to 58.9% for the three months ended March
31, 2018. It was mainly due to more discounts to our franchisees for the three months ended March 31, 2018.
Gross profit of the wellness house and
activated water machine segments decreased by $64,725 or 34.3% to $124,111 for the three months ended March 31, 2018, compared
to $188,836 for the three months ended March 31, 2017. This decrease was mainly due to the decrease in gross profit of wellness
house. The gross margin of our wellness house and activated water machine segments slightly decreased from 59.9% for the three
months ended March 31, 2017 to 56.3% for the three months ended March 31, 2018.
Operating expenses.
Our total operating
expenses consist of sales and marketing expenses and general and administrative expenses. Our total operating expenses decreased
by $14,003, or 2%, from $693,613 for the three months ended March 31, 2017 to $679,610 for the three months ended March 31, 2018.
This decrease was mainly due to the decrease in conference expense and salary. Operating expenses for healthcare knit goods segment
decreased by $77,532 or 36% to $138,008 for the three months ended March 31, 2018 from $215,540 for the three months ended March
31, 2017. Operating expenses for daily healthcare and personal care segment decreased by $8,298 or 4.5% to $175,328 for the three
months ended March 31, 2018 from $183,626 for the three months ended March 31, 2017. Operating expenses for our wellness house
and activated water machine segment increased by $71,827 or 24.4% to $366,274 for the three months ended March 31, 2018 from $294,447
for the three months ended March 31, 2017.
Loss from operations.
As a result
of the foregoing, our loss from operations was $443,435 for the three months ended March 31, 2018, compared to $188,662 for the
three months ended March 31, 2017, an increase of $254,773. This increase of loss was mainly due to the decrease in sales.
Income taxes.
Our income tax expense
was $0 for the three months ended March 31, 2018 and March 31, 2017, respectively.
Net Loss.
For the three months ended
March 31, 2018, our net loss was $461,485 compared to a net loss of $185,890 for the three months ended March 31, 2017. This decrease was primarily
due to the decrease in sales.
Franchising
We enter into franchise agreements to develop
retail outlets for our products. These agreements provide that franchisees will sell our products exclusively. In exchange, we
provide them with geographic exclusivity, discounted products, training, and support. The agreements also require franchisees to
adhere to certain standards of product merchandising, promotion, and presentment. The agreements do not require the franchisees
to purchase any minimum levels of product, but do require that they make at least one purchase during each year. The agreements
are generally for terms of three years and are renewable at the mutual agreement of both parties. The Agreements are cancelable
at our discretion if franchisees violate the terms of the agreements.
The following is a breakdown of revenue
between franchise and non-franchise customers:
|
|
For the three months ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Sales to franchise customers
|
|
$
|
285,225
|
|
|
$
|
560,007
|
|
Sales to non-franchise customers
|
|
|
124,075
|
|
|
|
182,874
|
|
|
|
|
|
|
|
|
|
|
Total sales
|
|
$
|
409,300
|
|
|
$
|
742,881
|
|
Liquidity and Capital Resources
Our cash at the beginning of the three
months ended March 31, 2018 was $518,535 and decreased to $211,594 by the end of March 2018, a decrease of $306,941. This decrease
was mainly due to cash flow in our operating activities. On March 31, 2018, we had net working capital of $821,666, a decrease
of $294,131 from $1,115,797 on December 31, 2017.
Our cash flow information summary is as
follows:
|
|
For the three months ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Net cash provided by (used in):
|
|
|
|
|
|
|
Operating activities
|
|
$
|
(318,991
|
)
|
|
$
|
129,961
|
|
Investing activities
|
|
$
|
(888
|
)
|
|
$
|
(6,031
|
)
|
Financing activities
|
|
$
|
(31,181
|
)
|
|
$
|
4,806
|
|
Net Cash Provided By (Used In) Operating
Activities
Net cash used in operating activities was
$(318,991) for the three months ended March 31, 2018 compared to $129,961 provided by operating activities for the three months ended
March 31, 2017. This was mainly due to deterioration in our operations which increase our net loss of $275,595 to $461,485 for
the three months ended March 31, 2018.
For the three months ended March 31, 2018,
cash was mainly used to cover the loss of $461,485, which was primarily offset by an add-back of $119,074 of depreciation for non-cash
expense.
For the three months ended March 31, 2017,
cash was mainly provided by the increase in advances from customers of $209,408 and an add-back of $103,952 of depreciation for
non-cash expense, which was primarily offset by the loss of $185,890.
Net Cash Used In Investing Activities
Net cash used in investing activities was
$888 for the three months ended March 31, 2018, compared to $6,031 for the three months ended March 31, 2017. During the first
quarter of 2018, the cash expenditure of $1,240 was used in purchase of office equipment. During the first quarter of 2017, the
cash expenditure of $6,031 was used in purchase of office equipment.
Net Cash Provided By (Used In) Financing
Activities
Net cash used in financing activities was
$(31,181) for the three months ended March 31, 2018, compared to $4,806 provided by financing activities for the three months ended
March 31, 2017.
On May 7, 2007, our operating subsidiary
Joway Shengshi entered into an agreement with Shenyang Joway pursuant to which Joway Shengshi and Shenyang Joway agreed to provide
each other with interest-free, unsecured advances for working capital. On May 10, 2007, our subsidiary Joway Technology and Shenyang
Joway entered into an agreement pursuant to which Joway Technology and Shenyang Joway agreed to provide each other with interest-free,
unsecured advances for working capital. Through December 31, 2008, Joway Technology advanced $58,568 to Shenyang Joway, which was
paid off by Shenyang Joway to Joway Technology in 2009. Through December 31, 2010, Shenyang Joway advanced an aggregate of $791,701
to Joway Shengshi and Joway Technology. For the three months ended March 31, 2018 and 2017, we received and repaid $0 of these
advances, respectively. For the three months ended March 31, 2018, the foreign currency fluctuation affected an increase of $81
in these advances. As of March 31, 2018, the total unpaid principal balance due Shenyang Joway for advances was $2,320. Shenyang
Joway ceased operations at the end of 2009, but it still exists as a legal entity.
On May 10, 2007, one of our operating subsidiaries,
Joway Shengshi entered into a cash advance agreement with Mr. Jinghe Zhang, our President, Chief Executive Officer and director.
Pursuant to the agreement, Mr. Jinghe Zhang agreed to advance operating capital to Joway Shengshi. These advances are interest
free, unsecured and are repayable upon demand. During the period beginning May 17, 2007 (inception of Joway Shengshi) through March
31, 2018, Joway Shengshi received cash advances in the aggregate principal amount of $4,736,754 from Jinghe Zhang of which $4,636,928
has been repaid. For the three months ended March 31, 2018 and 2017, we repaid $31,181 and received $4,790 of advances, respectively.
In addition, the currency fluctuation affected an increase of $4,208 for the three months ended March 31, 2018. As of March 31,
2018, the total unpaid principal balance due to Mr. Jinghe Zhang for advances made to Joway Shengshi was $99,826.
STATUTORY RESERVES
Pursuant to the laws and regulations of
the PRC, the Company’s PRC subsidiaries are required to allocate a portion of their after-tax income to statutory reserves
funds. The minimum statutory reserves allocation is 10% of after-tax income until the reserves reach 50% of the entities’
registered capital or members’ equity. The reserve funds are not transferable to the Company in the form of cash dividends,
loans or advances. Thus, the reserve funds are not available for distribution except in liquidation. As of March 31, 2018, the
Company had allocated $354,052 to statutory reserves.
Off Balance Sheet Items
Under SEC regulations, we are required
to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual
arrangement to which any entity that is not consolidated with us is a party, under which we have:
|
●
|
any obligation under certain guarantee contracts,
|
|
●
|
any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,
|
|
●
|
any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and
|
|
●
|
any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.
|
We do not have any off-balance sheet arrangements
that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease
commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements
in accordance with generally accepted accounting principles in the United States.
Critical Accounting Policies
Management’s discussion and analysis
of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. Our financial statements reflect the selection
and application of accounting policies which require management to make significant estimates and judgments. Management bases its
estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or conditions. We believe that the following reflect
the more critical accounting policies that currently affect our financial condition and results of operations.
Basis of Consolidation
The accompanying consolidated financial
statements include Joway Health and its wholly owned subsidiaries and controlled VIEs. All significant inter-company accounts and
transactions have been eliminated in the consolidation.
Pursuant to Accounting Standards Codification
Topic 810 “Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial
statements the financial statements of its variable interest entities (“VIEs”). ASC 810 requires a VIE to be consolidated
by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the
VIE’s residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of,
and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of
the entity.
Based on the various Contractual Agreements,
we believe we are able to exercise control over the VIEs, and to obtain the full economic benefits. We believe that the terms of
the exclusive option agreement are currently exercisable and legally enforceable under PRC laws and regulations. We also believe
that the minimum amount of consideration permitted by the applicable PRC law to exercise the option does not represent a financial
barrier or disincentive for us to exercise our rights under the exclusive option agreement. A simple majority vote of our board
of directors is required to pass a resolution to exercise our rights under the exclusive option agreement, for which consent of
the shareholder of VIEs is not required. Therefore, we believe this gives us the power to direct the activities that most significantly
impact VIEs’ economic performance. T We believe that our ability to exercise effective control, together with the consulting
service agreements and the equity pledge agreements, give us the rights to receive substantially all of the economic benefits from
VIEs in consideration for the services provided by its wholly owned subsidiaries in China. Accordingly, as the primary beneficiary
of VIEs and in accordance with U.S. GAAP, Joway Shengshi, Joway Technology, Joway Decoration, and Shengtang Trading, as VIEs of
Junhe Consulting, has been consolidated in the Company’s financial statements. Sales from Joway Shengshi, Joway Technology,
Joway Decoration, and Shengtang Trading are included in our total sales, their incomes or losses from operations are consolidated
with ours, and our net income or loss includes net income or loss from Joway Shengshi, Joway Technology, Joway Decoration, and
Shengtang Trading.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is
reasonably assured.
With respect to sales of product to both
franchisee and non-franchisee customers, we prepare product shipment upon the receipt of a customer’s purchase order. Sales
prices are based on fixed price lists that are different depending on whether the price list is for franchisee customers or for
non-franchisee customers. We recognize revenue when the product is shipped. We do not sell product to any customers with a right
of return as defined in ASC 605-15-25-4. Sales are presented net of value added tax (VAT).
We recognize revenue on the sale of our
wellness houses under the completed contract method. At the time when we enter into a contract with a customer to build a wellness
house, the customer pays a deposit of at least one-half of the sales price. We consider the contract to be completed when all significant
costs have been incurred and the customer accepts the project in writing by signing in the appropriate place on the contract. At
this time the customer will also pay any remaining balance on the contract. We recognize the full contract revenue at this point.
Contract costs consist primarily of materials and labor costs. The construction period of a wellness house generally does not exceed
five days.
Accounts Receivable
Accounts receivable are carried at net
realizable value. We provide reserves for potential credit losses on accounts receivable. Management reviews the composition of
the accounts receivable and analyzes historical bad debts, customer concentrations, customers’ credit worthiness, current
economic trends, and changes in customer’s payment patterns to evaluate the adequacy of these reserves.
Inventories
Inventories are stated at the lower of
cost, as determined by the specific identification method on contract level (for each individual contract, inventories cost flow
is determined by weighted-average method), or the net realizable value, which is determined on selling prices less any further
costs expected to be incurred for completion and disposal. Management regularly evaluates the composition of its inventories to
identify slow-moving and obsolete inventories to determine whether a valuation allowance is required.
Property, Plant, and Equipment
Property, plant and equipment are stated
at cost less accumulated depreciation, and include expenditures that substantially increase the useful lives of existing assets.
Depreciation is computed using the straight-line
method over the estimated useful lives of the assets. Estimated useful lives are as follows:
Building
|
|
20 years
|
Operating Equipment
|
|
10 years
|
Office furniture and equipment
|
|
3 or 5 years
|
Vehicles
|
|
10 years
|
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the consolidated statements
of income and other comprehensive income. Maintenance, repairs and minor renewals are charged directly to expenses as incurred.
Significant renewals and betterment to buildings and equipment are capitalized. Leasehold improvements are depreciated over the
lesser of the useful life or the life of the lease.
Recent Accounting Pronouncements
We do not anticipate that the adoption
of recently issued accounting pronouncements to have a material effect on our condensed consolidated financial statements.