UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________
to ____________
Commission File Number:
333-239929
KENONGWO GROUP US, INC.
(Exact name of registrant as specified in its
charter)
Nevada | | 37-1914208 |
(State or other jurisdiction of | | (IRS Employer |
incorporation or organization) | | Identification No.) |
| | |
Yangjia Group, Xiaobu Town Yuanzhou District, Yichun City Jiangxi Province, China | | 336000 |
(Address of principal executive offices) | | (Zip Code) |
+86-400-915-2178
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act: None
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
N/A | | N/A | | N/A |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically 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
and post such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check One):
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ Emerging growth company ☒ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 16, 2023,
there were 101,882,485 shares of common stock, $0.0001 par value per share, issued and outstanding.
KENONGWO GROUP US, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KENONGWO GROUP US, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars)
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
ASSETS | |
| | |
| |
Current Assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 5,081 | | |
$ | 234,048 | |
Accounts receivable, net | |
| 1,628,512 | | |
| 1,517,700 | |
Other receivables, net | |
| 230,349 | | |
| 189,118 | |
Inventories | |
| 621,675 | | |
| 571,658 | |
Advances and prepayments to suppliers | |
| 137,956 | | |
| 34,475 | |
Total Current Assets | |
| 2,623,573 | | |
| 2,546,999 | |
| |
| | | |
| | |
Plant and equipment, net | |
| 1,642,989 | | |
| 1,818,210 | |
Construction in progress, net | |
| 94,384 | | |
| 96,249 | |
Intangible assets, net | |
| 38,612 | | |
| 44,345 | |
Total Non-current Assets | |
| 1,775,985 | | |
| 1,958,804 | |
Total Assets | |
$ | 4,399,558 | | |
$ | 4,505,803 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 727,734 | | |
$ | 912,608 | |
Accrued expenses and other payables | |
| 831,508 | | |
| 1,074,183 | |
Taxes payable | |
| 4,818 | | |
| 7,584 | |
Advances from customers | |
| 43,421 | | |
| 33,510 | |
Amount due to shareholder | |
| 57,291 | | |
| 234,849 | |
Due to related parties | |
| - | | |
| 54,562 | |
Total Current Liabilities | |
| 1,664,772 | | |
| 2,317,296 | |
| |
| | | |
| | |
Non-Current Liabilities | |
| | | |
| | |
Long-term loans | |
| 415,179 | | |
| 430,750 | |
Total Liabilities | |
| 2,079,951 | | |
| 2,748,046 | |
| |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Common Stock, $0.0001 par value, 110,000,000 shares authorized; 101,882,485 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | |
| 10,188 | | |
| 10,188 | |
Paid in capital | |
| 3,126,612 | | |
| 3,126,612 | |
Accumulated deficit | |
| (844,902 | ) | |
| (1,501,803 | ) |
Accumulated other comprehensive income | |
| 27,709 | | |
| 122,760 | |
Total Stockholders’ Equity | |
| 2,319,607 | | |
| 1,757,757 | |
Total Liabilities and Stockholders’ Equity | |
$ | 4,399,558 | | |
$ | 4,505,803 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
KENONGWO GROUP US, INC.
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in US Dollars)
| |
Three months ended June 30, 2023 | | |
Three months ended June 30, 2022 | | |
Six months ended June 30, 2023 | | |
Six months ended June 30, 2022 | |
Revenue | |
$ | 1,535,042 | | |
$ | 1,654,237 | | |
$ | 3,653,564 | | |
$ | 3,548,414 | |
Cost of revenues | |
| 1,112,454 | | |
| 1,303,451 | | |
| 2,540,897 | | |
| 2,731,878 | |
Gross profit | |
| 422,588 | | |
| 350,786 | | |
| 1,112,667 | | |
| 816,536 | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| 51,295 | | |
| 54,856 | | |
| 113,816 | | |
| 118,803 | |
General and administrative expenses | |
| 154,994 | | |
| 152,377 | | |
| 327,108 | | |
| 437,576 | |
Total operating expenses | |
| 206,289 | | |
| 207,233 | | |
| 440,924 | | |
| 556,379 | |
| |
| | | |
| | | |
| | | |
| | |
Income from operations | |
| 216,299 | | |
| 143,553 | | |
| 671,743 | | |
| 260,157 | |
| |
| | | |
| | | |
| | | |
| | |
Other (expenses) income: | |
| | | |
| | | |
| | | |
| | |
Interest expenses | |
| (6,660 | ) | |
| (8,007 | ) | |
| (13,518 | ) | |
| (16,362 | ) |
Other income | |
| 614 | | |
| 5,332 | | |
| 3,789 | | |
| 5,491 | |
Other expenses | |
| (3,073 | ) | |
| (1,007 | ) | |
| (5,113 | ) | |
| (1,795 | ) |
Total other (expenses) income | |
| (9,119 | ) | |
| (3,682 | ) | |
| (14,842 | ) | |
| (12,666 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income before taxes | |
| 207,180 | | |
| 139,871 | | |
| 656,901 | | |
| 247,491 | |
Provision for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 207,180 | | |
| 139,871 | | |
| 656,901 | | |
| 247,491 | |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income (loss): | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| (105,379 | ) | |
| 109,243 | | |
| (95,051 | ) | |
| 70,795 | |
Comprehensive income | |
$ | 101,801 | | |
$ | 249,114 | | |
$ | 561,850 | | |
$ | 318,286 | |
| |
| | | |
| | | |
| | | |
| | |
Earnings per share | |
| | | |
| | | |
| | | |
| | |
- Basic and diluted | |
$ | - | | |
$ | 0.07 | | |
$ | 0.01 | | |
$ | 0.13 | |
Basic and diluted weighted average shares outstanding | |
| 101,882,485 | | |
| 1,882,485 | | |
| 101,882,485 | | |
| 1,882,485 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
KENONGWO GROUP US, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
(Stated in US Dollars)
| |
Number | | |
Common | | |
Paid-in | | |
Accumulated | | |
Accumulated Other Comprehensive | | |
| |
| |
of Shares | | |
Stock | | |
Capital | | |
Deficit | | |
Loss | | |
Total | |
Balance, January 1, 2022 | |
| 1,882,485 | | |
$ | 188 | | |
$ | 494,058 | | |
$ | (2,436,957 | ) | |
$ | (41,115 | ) | |
$ | (1,983,826 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 107,620 | | |
| - | | |
| 107,620 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| (38,448 | ) | |
| (38,448 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2022 | |
| 1,882,485 | | |
$ | 188 | | |
$ | 494,058 | | |
$ | (2,329,337 | ) | |
$ | (79,563 | ) | |
$ | (1,914,654 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 139,871 | | |
| - | | |
| 139,871 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 109,243 | | |
| 109,243 | |
Balance, June 30, 2022 | |
| 1,882,485 | | |
$ | 188 | | |
$ | 494,058 | | |
$ | (2,189,466 | ) | |
$ | 29,680 | | |
$ | (1,665,540 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 1, 2023 | |
| 101,882,485 | | |
$ | 10,188 | | |
$ | 3,126,612 | | |
$ | (1,501,803 | ) | |
$ | 122,760 | | |
$ | 1,757,757 | |
Net income | |
| - | | |
| - | | |
| - | | |
| 449,721 | | |
| - | | |
| 449,721 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 10,328 | | |
| 10,328 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2023 | |
| 101,882,485 | | |
$ | 10,188 | | |
$ | 3,126,612 | | |
$ | (1,052,082 | ) | |
$ | 133,088 | | |
$ | 2,217,806 | |
Net income | |
| - | | |
| - | | |
| - | | |
| 207,180 | | |
| - | | |
| 207,180 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| (105,379 | ) | |
| (105,379 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2023 | |
| 101,882,485 | | |
$ | 10,188 | | |
$ | 3,126,612 | | |
$ | (844,902 | ) | |
$ | 27,709 | | |
$ | 2,319,607 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
KENONGWO GROUP US, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Stated in US Dollars)
| |
For the Six months ended | |
| |
June 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net income | |
$ | 656,901 | | |
$ | 247,491 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 118,884 | | |
| 73,488 | |
Loss on disposal of PPE | |
| 2,906 | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (172,769 | ) | |
| (992,424 | ) |
Other receivables | |
| (50,125 | ) | |
| (58,052 | ) |
Inventories | |
| (73,709 | ) | |
| (24,864 | ) |
Prepayment and deposits | |
| (109,211 | ) | |
| 116,664 | |
Accounts payable and accrued payables | |
| (374,306 | ) | |
| 142,753 | |
Advances from customers | |
| 11,598 | | |
| 425 | |
Net cash provided by/ (used in) operating activities | |
| 10,169 | | |
| (494,519 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Investment in plant and equipment | |
| (4,120 | ) | |
| (42,545 | ) |
Proceeds from disposal of equipment | |
| 823 | | |
| - | |
Purchase of CIP | |
| (1,683 | ) | |
| - | |
Intangible assets | |
| - | | |
| (1,746 | ) |
Net cash used in investing activities | |
| (4,980 | ) | |
| (44,291 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Proceeds from related party | |
| - | | |
| 512,401 | |
Repayment of related party | |
| (54,841 | ) | |
| - | |
Repayment of director | |
| (180,468 | ) | |
| - | |
Net cash (used in)/ provided by financing activities | |
| (235,309 | ) | |
| 512,401 | |
| |
| | | |
| | |
EFFECT OF EXCHANGE RATE ON CASH | |
| 1,153 | | |
| 26,625 | |
| |
| | | |
| | |
NET DECREASE IN CASH | |
| (228,967 | ) | |
| 216 | |
CASH, BEGINNING OF PERIOD | |
| 234,048 | | |
| 9,533 | |
CASH, END OF PERIOD | |
$ | 5,081 | | |
$ | 9,749 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURES: | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Cash paid for interest expense, net of capitalized interest | |
$ | 13,518 | | |
$ | 16,362 | |
Cash paid for income tax | |
$ | - | | |
$ | - | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN
Kenongwo Group US, Inc. (“Kenongwo US”
or the “Company”) is a holding company incorporated in the State of Nevada on October 17, 2018.
On October 17, 2018,
the Company issued 30,000 shares of the common stock at the par value per share for a total purchase price of $3 to Mr. Erh-ping Pi.
On October 20, 2018,
the Company issued 14,000,000 shares of the common stock at the par value per share for a total purchase price of $1,400 to its director
and chief executive officer Mr. Jianjun Zhong.
On May 15, 2017, Jiangxi Kenongwo Technology Co.,
Ltd. (“Jiangxi Kenongwo”) was formed in the PRC. It is engaged in researching, developing, manufacturing and selling bamboo
charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich foliage fertilizers and other types of fertilizers
in the People’s Republic of China (the “PRC”).
On January 1, 2019, the Company acquired all the
issued and outstanding capital stock of Jiangxi Kenongwo pursuant to certain share transfer agreements entered into with Xiaoming Zhang
and Yuhua Zhang, the two former shareholders of Jiangxi Kenongwo. The share transfer was completed on January 9, 2019 as evidenced by
a business license issued by Administrative Bureau in Yichun City Jiangxi Province reflecting the sole foreign ownership. As a result,
Jiangxi Kenongwo became the Company’s wholly owned subsidiary. In accordance to a stock entrustment agreement (the “Stock
Entrustment Agreement”), Xiaoming Zhang and Yuhua Zhang held Jiangxi Kenongwo on behalf of Mr. Jianjun Zhong. Under the Stock Entrustment
Agreement, Mr. Jianjun Zhong was the controlling beneficial owner of Jiangxi Kenongwo prior to the acquisition on January 1, 2019. Accordingly,
the Company and Jiangxi Kenongwo were under common control prior to the acquisition; therefore, the transaction has been accounted for
as business combination under common control in accordance to ASC-805-50-30-5, in which the assets and liabilities of Jiangxi Kenongwo
have been presented at their carrying values at the date at which the transfer occurred, which was January 1, 2019. However, the carrying
values did not differ from their historical basis. No goodwill was recognized in this transaction.
On September 6, 2019, the Company agreed to issue
an aggregate of 1,300,000 shares of common stock in a private placement to two investors for an aggregate purchase price of $130,000.
On February 26, 2020, March 2, 2020, March 4, 2020 and March 10, 2020, Jiangxi Kenongwo received the placement proceeds of $28,889 (RMB
200,000), $57,778 (RMB 400,000), $14,444 (RMB 100,000), and $28,889 (RMB 200,000), respectively, totaling $130,000 (RMB 900,000) from
its two investors.
On October 16, 2019, the Company agreed to issue
an aggregated of 606,925 shares of the common stock to a total of 41 investors for an aggregate purchase price of $60,693 in a private
placement. On January 16, 2020, Jiangxi Kenongwo, on behalf of the Company, received the proceeds of $60,693 (RMB 418,166) from the 41
investors.
On October 5, 2021, the Company amended its articles
of incorporation to reverse split its common stock at a rate of 1 for 10 (the “Reverse Split”). On November 1, 2021, FINRA
announced the Reverse Split, which took effect at the opening of business on November 2, 2021.
Basis of Presentation
The accompanying consolidated financial statements
have been prepared in conformity with the US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company,
which are prepared in accordance with the accounting principles of the PRC (the “PRC GAAP”). The differences between the US
GAAP and the PRC GAAP have been adjusted in these financial statements. The Company’s functional currency is the Chinese Renminbi
(“RMB”); however, the accompanying financial statements have been translated and presented in United States Dollars (“USD”).
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Use of Estimates
The preparation of the financial statements 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 financial statements and the reported amounts of revenues and expenses during the reporting periods.
Management makes these estimates using the best information available at the time the estimates are made; however, actual results could
differ materially from those estimates.
Control by Principal Stockholders
The Company’s directors and executive officers
and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares
of our common stock. Accordingly, if our directors and executive officers and their affiliates or related parties vote their shares uniformly,
they would have the ability to control the approval of most corporate actions, including increasing our authorized capital stock and the
dissolution or merger of our company or the sale of our assets.
Cash and Cash Equivalents
For purposes of the statements of cash flows,
the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be
cash equivalents. The Company maintains cash with various financial institutions.
Accounts Receivable
Accounts receivable are recorded at the invoiced
amount and do not bear interest. presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful credit
losses accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances
when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances,
the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit
worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
Inventories
Inventories, consisting of raw materials, work
in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted
average method.
Advances and Prepayments
The Company makes advance payment to suppliers
and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers the applicable
amount is reclassified from advances and prepayments to suppliers to inventory.
Plant and Equipment
Included in property and equipment is construction-in-progress
which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment,
and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the
assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready
for their intended use.
Estimated useful lives of the Company’s
assets are as follows:
|
|
Useful Life |
Building |
|
20 years |
Operating equipment |
|
3-10 years |
Vehicle |
|
3-5 years |
Electronic equipment |
|
3-5 years |
Office equipment |
|
3-5 years |
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results
of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.
Construction in progress represents direct and
indirect acquisition and construction costs for plants, and costs of acquisition and installation of related equipment. Amounts classified
as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially all the activities
necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified in this account.
The Company both owns and leases manufacturing
facilities. The Company leases a manufacturing facility to produce fertilizer products. In order to expand the Company’s production
capacity, the Company invested in an additional manufacturing plant that it owns.
The plant that is owned by the Company is accounted
for using the significant accounting policies set forth above.
The Company has adopted ASC 842 and ASC 840. Management
determines that leased manufacturing facility is not required to be capitalized as a right of use asset under both ASC 842 and ASC 840
because the lease for that facility is entered into on a year to year basis. Additionally, management is not certain that it will renew
its lease for that facility each year.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
Intangible Assets
Included in the intangible assets is non-patented
technology. Useful life for non-patented technology refers to the period during which economic benefits can be generated. Intangible assets
are being amortized using the straight-line method over their lease terms or estimated useful life.
Estimated useful lives of the Company’s
intangible assets are as follows:
|
|
Useful Life |
Non-patented technology |
|
10 years |
The Company carries intangible assets at cost
less accumulated amortization. In accordance with the US GAAP, the Company examines the possibility of decreases in the value of intangible
assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Impairment of Long-lived Assets
In accordance with ASC Topic 360, the Company
reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may
not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future
cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s
estimated fair value and its book value. The Company recorded no impairment charge for the six months ended June 30, 2023 and 2022.
Advances from Customers
Advances from customers consist of prepayments
from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery
of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.
Foreign currency translation
The accompanying financial statements are presented
in United States dollars. The functional currencies of the Company are in Renminbi (RMB). The Company’s assets and liabilities are
translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average
exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
| |
6/30/2023 | | |
12/31/2022 | | |
6/30/2022 | |
Period/year end RMB: US$ exchange rate | |
| 7.2258 | | |
| 6.9646 | | |
| 6.7114 | |
Period/annual average RMB: US$ exchange rate | |
| 6.9291 | | |
| 6.7261 | | |
| 6.4835 | |
The RMB is not freely convertible into foreign
currencies and all foreign exchange transactions must be conducted through authorized financial institutions.
Revenue Recognition
The Company adopted ASC 606 “Revenue Recognition”,
and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.
The Company derives its revenues from the sale
of fertilizer products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized
as it fulfils its obligations under each of its agreements:
|
● |
identify the contract with a customer; |
|
|
|
|
● |
identify the performance obligations in the contract; |
|
|
|
|
● |
determine the transaction price; |
|
|
|
|
● |
allocate the transaction price to performance obligations in the contract; and |
|
|
|
|
● |
recognize revenue as the performance obligation is satisfied. |
Cost of Revenues
Cost of revenues consists primarily of raw materials,
utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses
necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling
costs, purchasing and receiving costs.
Income Taxes
The Company accounts for income taxes under the
provisions of Section 740-10-30 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, 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 its financial statements or tax returns.
The Company is subject to the Enterprise Income
Tax (“EIT”) law of the People’s Republic of China. The Company’s primary operations are located in the PRC. The
Company is high tech enterprises are subject to corporate income tax at a reduced rate of 15%.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
Related Parties
Parties are considered to be related to the Company
if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with
the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal
owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly
influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests. The Company discloses all related party transactions.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) comprised of net income
(loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in
capital and distributions to stockholders. The Company’s comprehensive income (loss) consist of net income (loss) and unrealized
gains from foreign currency translation adjustments.
Fair Value of Financial Instruments
The Company’s financial instruments, including
cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying
amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,”
requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,”
defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure
requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities
each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the
origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation
hierarchy are defined as follows:
|
● |
Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. |
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
|
● |
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
|
|
|
|
● |
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The Company analyzes all financial instruments
with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
Government Contribution Plan
Pursuant to the applicable PRC laws and regulations,
the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement,
medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor
bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant
local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly
contribution.
Statutory Reserve
Pursuant to the applicable PRC laws and regulations,
the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject
to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit
until the aggregated appropriations reach 50% of the registered capital (as determined under the PRC GAAP at each year-end). For foreign
invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign
invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the
aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated
loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.
Recent accounting pronouncements
In November 2021, the FASB issued
ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendments in this
update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution
accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect
of the transactions on an entity’s financial statements. The amendments are effective for all entities within their scope, which
excludes not-for-profit entities and employee benefit plans, for financial statements issued for annual periods beginning after December
15, 2021. Early application of the amendment is permitted. The Company will adopt ASU No. 2021-10 effective January 1, 2022.The Company’s
adoption of this guidance does not have a material impact on its financial statements.
The Company believes that there were
no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results
of operations.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 3 – ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
| |
June 30, 2023 | | |
December 31, 2022 | |
Accounts receivable | |
$ | 1,920,428 | | |
$ | 1,854,314 | |
Less: Allowance for doubtful accounts | |
| (291,916 | ) | |
| (336,614 | ) |
Total accounts receivable, net | |
$ | 1,628,512 | | |
$ | 1,517,700 | |
Movement of allowance for doubtful accounts is as follows:
| |
June 30, 2023 | | |
December 31, 2022 | |
Beginning balance | |
$ | (336,614 | ) | |
$ | (126,998 | ) |
Write-off/(Addition) | |
| 33,924 | | |
| (228,171 | ) |
Currency re-alignment | |
| 10,774 | | |
| 18,555 | |
Ending balance | |
$ | (291,916 | ) | |
$ | (336,614 | ) |
NOTE 4 – OTHER RECIVABLES
Other receivable consist of the following:
| |
June 30, 2023 | | |
December 31, 2022 | |
Loan receivable | |
$ | 203,187 | | |
$ | 155,556 | |
Deposit | |
| 11,667 | | |
| 12,104 | |
Others | |
| 15,495 | | |
| 21,458 | |
Ending balance | |
$ | 230,349 | | |
$ | 189,118 | |
Amount due from third parties are unsecured, non-interest bearing
and repayable on demand.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 5 – INVENTORIES
Inventories consisted of the following:
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Raw materials | |
$ | 356,048 | | |
$ | 328,007 | |
Goods in process | |
| 19,489 | | |
| 13,084 | |
Finished goods | |
| 246,138 | | |
| 230,567 | |
Total, net | |
$ | 621,675 | | |
$ | 571,658 | |
NOTE 6 – PREPAYMENTS
The prepayment balance of $137,956 and $34,475 as of June 30, 2023
and December 31, 2022 mainly represents the advanced payment to the suppliers for business purpose, respectively.
NOTE 7 – PLANT AND EQUIPMENT
Plant and equipment at June 30, 2023 and December 31, 2022 consisted
of:
| |
June 30, 2023 | | |
December 31, 2022 | |
Building | |
$ | 1,290,828 | | |
$ | 1,387,914 | |
Operating equipment | |
| 625,005 | | |
| 648,446 | |
Vehicle | |
| 19,845 | | |
| 20,590 | |
Office equipment | |
| 94,336 | | |
| 100,275 | |
| |
| 2,030,014 | | |
| 2,157,225 | |
Less: Accumulated depreciation | |
| (387,025 | ) | |
| (339,015 | ) |
| |
| 1,642,989 | | |
| 1,818,210 | |
Construction in progress | |
| 94,384 | | |
| 96,249 | |
| |
$ | 1,737,373 | | |
$ | 1,914,459 | |
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 7 – PLANT AND EQUIPMENT (CONTINUED)
As of June 30, 2023 and June 30, 2022, depreciation expense amounted
to $114,576 and $69,091, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion
of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to
their respective property and equipment category.
The construction in progress of $94,384 and $96,249
as of June 30, 2023 and December 31, 2022 represents the investment in building a processing plant and warehouse.
NOTE 8 – INTANGIBLE ASSETS
Intangible assets consisted of the following:
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Non-patented technology | |
$ | 69,196 | | |
$ | 71,792 | |
System and software | |
| 6,128 | | |
| 6,357 | |
Less: Accumulated amortization | |
| (36,712 | ) | |
| (33,804 | ) |
| |
$ | 38,612 | | |
$ | 44,345 | |
The Company invested in the development of a
product tracking system design, detect and defend against counterfeit products. The Company’s original cost was $69,196 and $71,792
as of June 30, 2023 and December 31, 2022, respectively.
As
of June 30, 2023 and June 30, 2022, amortization expenses of intangible assets were $4,308 and $4,071, respectively.
NOTE 9 – LONG-TERM LOANS
On February 5, 2021, the Company entered into
a new unsecured loan agreement with Yichun Village Commercial Bank in the amount of $464,389, with a due date of February 4, 2024. The
loan carried an annualized interest rate of 7%. As of June 30, 2023 and December 31, 2022, the outstanding amount of the loan payable
was $415,179 and $430,750. As of June 30, 2023 and 2022, the Company recognized interest expenses of $13,518 and $16,362.
NOTE 10 – ACCRUED EXPENSES AND OTHER
PAYABLES
Accrued expenses and other payables consisted
of the following:
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Rental payable | |
$ | 185,902 | | |
$ | 426,558 | |
Other payable | |
| 30,457 | | |
| 76,943 | |
Amount due to third parties | |
| 386,796 | | |
| 182,773 | |
Salary and related payables | |
| 87,650 | | |
| 146,967 | |
Accrued expenses | |
| 140,703 | | |
| 240,942 | |
Total | |
$ | 831,508 | | |
$ | 1,074,183 | |
Amount due to third parties are obtained for
working capital purposes.
Amount due to third parties are unsecured, non-interest
bearing and repayable on demand.
Other payables relate to amount due to vendors
for purchase of machineries and equipment not settled as of June 30, 2023 and December 31, 2022.
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 11 – RELATED PARTY TRANSACTIONS
As of June 30, 2023 and December 31, 2022, the
outstanding balances of nil and $54,562 were due to Mr. Keqi Li, the supervisor of the Company. These balances were advances made to
the Company for general working capital purposes. The amounts are due on demand, non-interest bearing, and unsecured.
As of June 30, 2023 and December 31, 2022, the outstanding balance
due to shareholders was $57,291 and $234,849, respectively.
NOTE 12 – CONCENTRATIONS
Customers Concentrations
The following table sets forth information as
to each customer that accounted for 10% or more of the Company’s revenues as of June 30, 2023 and 2022.
| |
June 30, 2023 | | |
June 30, 2022 | |
Customers | |
Amount
$ | | |
% | | |
Amount
$ | | |
% | |
Jiangxi Zhensen Agricultural Technology Co., Ltd | |
| 877,456 | | |
| 24.02 | | |
| 1,080,418 | | |
| 30.45 | |
Jiangxi Yebao Technology Co., Ltd | |
| 818,141 | | |
| 22.39 | | |
| 828,254 | | |
| 23.34 | |
Hainan Yijing Agricultural Development Co., Ltd | |
| 627,424 | | |
| 17.17 | | |
| - | | |
| - | |
Tonggu Sibo Agricultural Development Co., Ltd | |
| 531,092 | | |
| 14.54 | | |
| - | | |
| - | |
Ganzhou Jinruisheng Ecological Agriculture Development Co., Ltd | |
| 488,878 | | |
| 13.38 | | |
| - | | |
| - | |
Jiangxi Menglai Agricultural Development Co., Ltd | |
| - | | |
| - | | |
| 796,433 | | |
| 22.44 | |
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 12 – CONCENTRATIONS (CONTINUED)
Suppliers Concentrations
The following table sets forth information as
to each supplier that accounted for 10% or more of the Company’s purchase as of June 30, 2023 and 2022.
| |
June 30, 2023 | | |
June 30, 2022 | |
Suppliers | |
Amount
$ | | |
% | | |
Amount
$ | | |
% | |
Bozhou Lifeng Manure Technology Co., Ltd | |
| 746,103 | | |
| 32.65 | | |
| 1,126,360 | | |
| 47.24 | |
Yifeng Ronghua Carbon Industry Co., Ltd | |
| 438,739 | | |
| 19.20 | | |
| - | | |
| - | |
Jiangxi Shanghe Ecological Agriculture Co., Ltd | |
| 344,585 | | |
| 15.08 | | |
| - | | |
| - | |
Nanchang Mingrui Chemical Co., Ltd | |
| 309,225 | | |
| 13.53 | | |
| - | | |
| - | |
Nanchang Fuying Plastic Industry Co., Ltd | |
| 267,054 | | |
| 11.69 | | |
| - | | |
| - | |
Yuanzhou District Sanyi Chemical Products Sales Department | |
| - | | |
| - | | |
| 437,130 | | |
| 18.33 | |
Credit Risks
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 and trade accounts receivable. Substantially all of the Company’s
cash is maintained with state-owned banks within the PRC, and none of these 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. A significant portion of the Company’s
sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these
areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms.
The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. As of June 30, 2023 and December
31, 2022, the Company’s cash balances by geographic area were as follows:
| |
June 30, 2023 | | |
December 31, 2022 | |
United States | |
$ | 4,611 | | |
| 90.75 | % | |
$ | 4,611 | | |
| 1.97 | % |
China | |
| 470 | | |
| 9.25 | % | |
| 229,437 | | |
| 98.03 | % |
Total cash and cash equivalents | |
$ | 5,081 | | |
| 100 | % | |
$ | 234,048 | | |
| 100 | % |
KENONGWO GROUP US, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 13 – INCOME TAXES
The Company’s primary operations are located
in the PRC. The Company is high tech enterprises are subject to corporate income tax at a reduced rate of 15%.
The following tables provide the reconciliation
of the differences between the statutory and effective tax expenses for the six months ended June 30, 2023 and 2022:
| |
June 30, 2023 | | |
June 30, 2022 | |
Income (Loss) before tax | |
$ | 656,901 | | |
$ | 247,491 | |
| |
| | | |
| | |
PRC Statutory Tax at 15% Rate | |
| 98,535 | | |
| 37,124 | |
Utilization of deferred tax benefits previously not recognized | |
| (98,535 | ) | |
| (37,124 | ) |
Income tax | |
$ | - | | |
$ | - | |
Accounting for Uncertainty in Income Taxes
The tax authority of the PRC government conducts
periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax
filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to
whether the PRC tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional
tax liabilities.
ASC 740 requires recognition and measurement
of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax
positions and concluded that no provision for uncertainty in income taxes was necessary for the six months ended June 30, 2023 and 2022.
NOTE 14 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through
the date of the issuance of the consolidated financial statements and no subsequent event is identified.
ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Business Overview
We primarily engage in researching,
developing, manufacturing and selling bamboo charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich
foliage fertilizers and other types of fertilizers in the PRC through our subsidiary, Jiangxi Kenongwo Technology Co., Ltd. (“Jiangxi
Kenongwo”), a company incorporated under the laws of the PRC.
We generated our revenue
from the sales of our organic fertilizers. We currently have one integrated factory covering a land area of 143,590 square feet in Yichun
City, Jiangxi Province, PRC to produce our organic fertilizers, which has been in operations since 2017. We plan to expand our production
capacity and build an automatic and standardized production line.
We believe that our brand
reputation and ability to tailor our products to meet the requirements of various regions of the PRC affords us a competitive advantage.
We purchase the majority of our raw materials from suppliers located in the PRC and use suppliers that are located in close proximity
to our manufacturing facilities, which helps us to control our cost of revenue.
Amidst the COVID-19 outbreak
in 2020, our business operations were adversely impacted. In particular, the lockdown policy in China has caused delays in the logistics
industry and consequently, the supply of our raw materials was impacted. In addition, the restrictions of face-to-face interactions have
slowed down the process of our marketing, client meeting and new products launching activities. The spread of COVID-19 has been effectively
controlled in China. People’s daily life and businesses’ operations started going to normalcy. As a result, we believe these
negative impacts are temporary. However, there is significant uncertainty around the breadth and duration of business disruptions related
to COVID-19, as well as its impact on the economy of China and the rest of the world and, as such, the extent of the business disruption
and the related financial impact cannot be reasonably estimated at this time.
China is the principal market
for our products, which are primarily sold to our customers through distributors in over twenty provinces in China, including Jiangxi,
Hunan, Hubei, Fujian, Jiangsu, Shanghai, Zhejiang, Sichuan, Chongqing, Guangdong, Hainan, Xinjiang, Guizhou, Anhui, Shandong, Shanxi,
Shaanxi, Liaoning, Jilin, Heilongjiang, Yunnan and Guangxi provinces.
Critical Accounting Policies
Management’s discussion
and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been
prepared in accordance with US GAAP. Our financial statements reflect the selection and application of accounting policies that require
management to make significant estimates and judgments. We believe the following critical accounting policies used in the preparation
of our financial statements require significant judgments and estimates. For additional information relating to these and other accounting
policies, see Note 2 to our financial statements included elsewhere in this report.
Basis of Presentation
Our financial statements
are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Going Concern
The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern as the Company’s net income
is positive on June 30, 2023 and the Company is able to obtain financial support from shareholder to meet its short term liquidity shortage.
The Company plans to continue
its expansion and investments, which will require continued improvements in revenue, net income, and cash flows.
Revenue Recognition
The Company adopted ASC 606
“Revenue Recognition”, and recognizes revenue when control of the promised goods or services is transferred to customers,
in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
The Company derives its revenues
from the sale of fertilizer products. The Company applies the following five steps in order to determine the appropriate amount of revenue
to be recognized as it fulfils its obligations under each of its agreements:
|
● |
identify
the contract with a customer; |
|
|
|
|
● |
identify
the performance obligations in the contract; |
|
|
|
|
● |
determine
the transaction price; |
|
|
|
|
● |
allocate
the transaction price to performance obligations in the contract; and |
|
|
|
|
● |
recognize
revenue as the performance obligation is satisfied. |
Results of Operations
Comparison of the Three months ended June
30, 2023 and 2022
| |
For the Three months ended June 30, | | |
Variance | |
| |
2023 | | |
2022 | | |
Amount | | |
% | |
| |
$ | | |
$ | | |
$ | | |
| |
Revenues | |
| 1,535,042 | | |
| 1,654,237 | | |
| (119,195 | ) | |
| (7.21 | ) |
Cost of revenues | |
| 1,112,454 | | |
| 1,303,451 | | |
| (190,997 | ) | |
| (14.65 | ) |
Gross profit | |
| 422,588 | | |
| 350,786 | | |
| 71,802 | | |
| 20.47 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling expenses | |
| 51,295 | | |
| 54,856 | | |
| (3,561 | ) | |
| (6.49 | ) |
General and administrative expenses | |
| 154,994 | | |
| 152,377 | | |
| 2,617 | | |
| 1.72 | |
Total operating expenses | |
| 206,289 | | |
| 207,233 | | |
| (944 | ) | |
| (0.46 | ) |
Income from operations | |
| 216,299 | | |
| 143,553 | | |
| 72,746 | | |
| 50.68 | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (6,660 | ) | |
| (8,007 | ) | |
| 1,347 | | |
| (16.82 | ) |
Other (expenses) income | |
| (2,459 | ) | |
| 4,325 | | |
| (6,784 | ) | |
| (156.85 | ) |
Total other expenses | |
| (9,119 | ) | |
| (3,682 | ) | |
| (5,437 | ) | |
| 147.69 | |
Income before income taxes | |
| 207,180 | | |
| 139,871 | | |
| 67,309 | | |
| 48.12 | |
Income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
Net income | |
| 207,180 | | |
| 139,871 | | |
| 67,309 | | |
| 48.12 | |
Revenue
For the three months ended
June 30, 2023, our total revenue was $1,535,042, representing a decrease of 7.21% compared to $1,654,237 for the same period in 2022.
This decrease was mainly due to the change in exchange rate, actually the amount of RMB was increased, an increase in demand of our products
after the Company developed and obtained more customers.
The Company’s disaggregate
revenue streams are summarized as follows:
| |
For the Three months ended
June 30, | |
| |
2023 | | |
2022 | |
Revenues – Solid organic fertilizers | |
$ | 1,535,042 | | |
$ | 1,654,237 | |
Total revenues | |
$ | 1,535,042 | | |
$ | 1,654,237 | |
Cost of revenues
Cost of revenues for the
fertilizers was $1,112,454 and $1,303,451 for the three months ended June 30, 2023 and 2022, respectively, a decrease $0.19 million.
The small decrease in cost of sales was due to the liberalization of the logistics industry the Company’s raw material costs have
also been reduced.
The Company’s disaggregate
cost of revenues streams are summarized as follows:
| |
For the Three months ended
June 30, | |
| |
2023 | | |
2022 | |
Cost of revenues – Bamboo charcoal biomass organic fertilizers | |
$ | 1,112,454 | | |
$ | 1,303,451 | |
Total cost of revenues | |
$ | 1,112,454 | | |
$ | 1,303,451 | |
Gross Profit
Our gross profit was $422,588
and $350,786 with gross margin of 27.53% and 21.21%, for the three months ended June 30, 2023 and 2022, respectively. The increase in
gross profit was due to cost of sales was reduced.
Selling Expenses
Our
selling expenses were $51,295 for the three months ended June 30, 2023, representing a decrease of $3,561 or 6.49% compared to $54,856
for the three months ended June 30, 2022. Selling expenses are not much different compared to the same period of last fiscal year.
General and Administrative Expenses
General and administrative
expenses increased by $2,617, or 1.72% from $152,377 for the three months ended June 30, 2022 to $154,994 for the same period in
2023.
Research and Development (“R&D”) Expenses
Research and development
expenses include salaries and other compensation-related expenses paid to the Company’s research and product development personnel
while they are working on R&D projects, as well as raw materials used for the R&D projects. R&D expenses incurred by the
Company are included in the general and administrative expenses and totaled $37,437 and $40,955 for the three months ended June 30, 2023
and 2022, respectively.
Net Income
Our net income was $207,180
and $139,871 for the three months ended June 30, 2023 and 2022, respectively, representing an increase of $67,309. It was due to the increase
in revenues, as discussed above.
Comparison of the Six months ended June 30, 2023 and 2022
| |
For the Six months ended June 30, | | |
Variance | |
| |
2023 | | |
2022 | | |
Amount | | |
% | |
| |
$ | | |
$ | | |
$ | | |
| |
Revenues | |
| 3,653,564 | | |
| 3,548,414 | | |
| 105,150 | | |
| 2.96 | |
Cost of revenues | |
| 2,540,897 | | |
| 2,731,878 | | |
| (190,981 | ) | |
| (6.99 | ) |
Gross profit | |
| 1,112,667 | | |
| 816,536 | | |
| 296,131 | | |
| 36.27 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling expenses | |
| 113,816 | | |
| 118,803 | | |
| (4,987 | ) | |
| (4.20 | ) |
General and administrative expenses | |
| 327,108 | | |
| 437,576 | | |
| (110,468 | ) | |
| (25.25 | ) |
Total operating expenses | |
| 440,924 | | |
| 556,379 | | |
| (115,455 | ) | |
| (20.75 | ) |
Income from operations | |
| 671,743 | | |
| 260,157 | | |
| 411,586 | | |
| 158.21 | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (13,518 | ) | |
| (16,362 | ) | |
| 2,844 | | |
| (17.38 | ) |
Other (expenses) income | |
| (1,324 | ) | |
| 3,696 | | |
| (5,020 | ) | |
| (135.82 | ) |
Total other expense | |
| (14,842 | ) | |
| (12,666 | ) | |
| (2,176 | ) | |
| 17.18 | |
Income before income taxes | |
| 656,901 | | |
| 247,491 | | |
| 409,410 | | |
| 165.42 | |
Income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
Net income | |
| 656,901 | | |
| 247,491 | | |
| 409,410 | | |
| 165.42 | |
Revenue
For the six months ended
June 30, 2023, our total revenue was $3,653,564, representing an increase of 2.96% compared to $3,548,414 for the same period in 2022.
This increase was mainly due to an increase in demand of our products after the Company developed and obtained more customers.
The Company’s disaggregate
revenue streams are summarized as follows:
| |
For the Six months ended
June 30, | |
| |
2023 | | |
2022 | |
Revenues – Solid organic fertilizers | |
$ | 3,653,564 | | |
$ | 3,548,414 | |
Total revenues | |
$ | 3,653,564 | | |
$ | 3,548,414 | |
Cost of revenues
Cost
of revenues for the fertilizers was $2,540,897 and $2,731,878 for the six months ended June 30, 2023 and 2022, respectively, a
decrease $0.19 million. The small decrease in cost of sales was due to the liberalization
of the logistics industry the Company’s raw material costs have also been reduced.
The Company’s disaggregate
cost of revenues streams are summarized as follows:
| |
For the Six months ended
June 30, | |
| |
2023 | | |
2022 | |
Cost of revenues – Bamboo charcoal biomass organic fertilizers | |
$ | 2,540,897 | | |
$ | 2,731,878 | |
Total cost of revenues | |
$ | 2,540,897 | | |
$ | 2,731,878 | |
Gross Profit
Our gross profit was $1,112,667
and $816,536 with gross margin of 30.45% and 23.01%, for the six months ended June 30, 2023 and 2022, respectively. The increase in gross
profit was due to cost of sales was reduced.
Selling Expenses
Our selling expenses were
$113,816 for the six months ended June 30, 2023, representing a decrease of $4,987 or 4.20% compared to $118,803 for the six months ended
June 30, 2022. Selling expenses are not much different compared to the same period of last fiscal year.
General and Administrative Expenses
General and administrative
expenses decreased by $110,468, or 25.25% from $437,576 for the six months ended June 30, 2022 to $327,108 for the same period in
2023. This decrease was mainly due to gift, meal, and conference expenses was reduced.
Research and Development (“R&D”) Expenses
Research and development
expenses include salaries and other compensation-related expenses paid to the Company’s research and product development personnel
while they are working on R&D projects, as well as raw materials used for the R&D projects. R&D expenses incurred by the
Company are included in the general and administrative expenses and totaled $74,069 and $82,610 for the six months ended June 30, 2023
and 2022, respectively.
Net Income
Our net income was $656,901
and $247,491 for the six months ended June 30, 2023 and 2022, respectively, representing an increase of $409,410. It was due to the increase
in revenues, as discussed above.
Liquidity and Capital Resources
Our
working capital gain was $958,801 and $229,703 at the
six months ended June 30, 2023 and December 31, 2022, respectively.
We have respectively financed
our operations over the six months ended June 30, 2023 and 2022 primarily through proceeds from advances from related parties and the
long-term loans.
The components of cash flows
are discussed below:
|
|
For the Six months ended
June 30, |
|
|
|
2023 |
|
|
2022 |
|
Net cash provided by / (used in) operating activities |
|
$ |
10,169 |
|
|
$ |
(494,519 |
) |
Net cash used in investing activities |
|
|
(4,980) |
|
|
|
(44,291 |
) |
Net cash (used in)/provided by financing activities |
|
|
(235,309) |
|
|
|
512,401 |
|
Exchange rate effect on cash |
|
|
1,153 |
|
|
|
26,625 |
|
Net cash (outflow) inflow |
|
$ |
(228,967 |
) |
|
$ |
216 |
|
Cash used in Operating Activities
For the six months ended June
30, 2023, net cash provided by operating activities was $10,169, which consisted primarily of net income of $656,901, which was adjusted
by depreciation and amortization and loss on disposal of PPE of $118,884 and $2,906. The Company had a decrease of $374,306 in account
payables and accrued payables, a decrease of $172,769 in accounts receivable, a decrease of $109,211 in prepayments to the suppliers.
The Company incurred a decrease in inventories of $73,709 and a decrease in other receivable of $50,125.
For
the six months ended June 30, 2022, net cash used in operating activities was $494,519, which consisted primarily of net income of $247,491,
which was adjusted by depreciation and amortization of $73,488. The Company had a decrease of
$142,753 in account payables and accrued payables, an increase of $992,424 in accounts receivable, a decrease
of $116,664 in prepayments to the suppliers, which were offset by an increase of $24,864 in inventories and an increase in other receivable
of $58,052.
Cash used in Investing Activities
Net cash used in investing
activities was $4,980 for the six months ended June 30, 2023.
Net cash used in investing
activities was $44,291 for the six months ended June 30, 2022. The activities consisted of our investments of $42,525 in purchasing plant
and equipment and an adjustment of $1,746 of intangible assets due to currency exchange effect.
Cash Provided by Financing Activities
Net cash used in financing activities was $235,309 for the six months
ended June 30, 2023. During this period, Repayment to director and related parties of $235,309.
Net cash provided by financing
activities was $512,401 for the six months ended June 30, 2022. During this period, cash provided by financing activities mainly included
proceeds from related parties of $512,401.
Off-balance Sheet Arrangements
We have not entered into
any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any
derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its consolidated
financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity
that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity
that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development
services with us.
ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Liquidity Risk
We are also exposed to liquidity
risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs.
Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn
to other financial institutions and third parties to obtain short-term funding to meet the liquidity shortage.
Inflation Risk
We are also exposed to inflation
risk and inflationary factors, such as increases in raw material and overhead costs, which could impair our operating results. Although
we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of
inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as
a percentage of revenue if the selling prices of our products do not increase with such increased costs.
Foreign Currency Risk
All of our operating activities
and a significant portion of our assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies.
All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized
financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions
requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject
to changes in central government policies and to international economic and political developments affecting supply and demand in the
China Foreign Exchange Trading System market.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed
in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15
under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that as of June 30, 2023, and as of the date that the evaluation of the effectiveness of
our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective due to the continuing
material weakness in our internal control over financial reporting.
The material weakness and
significant deficiency identified by our management as of June 30, 2023 relates to the ability of the Company to record transactions
and provide disclosures in accordance with GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level
of experience in the application of GAAP commensurate with our financial reporting requirements. For example, our staff members do not
hold licenses such as Certified Public Accountant or Certified Management Accountant in the United States, have not attended United States
institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant
education relating to GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s
understanding of the requirements of GAAP-based reporting is inadequate.
We plan to provide GAAP training
sessions to our accounting team. The training sessions will be organized to help our corporate accounting team gain experience in GAAP
reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. We plan
to continue to recruit experienced and professional accounting and financial personnel and participate in educational seminars, tutorials,
and conferences and employ more qualified accounting staff in future.
Changes in Internal Controls over Financial
Reporting.
During the six months ended
June 30, 2023, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed
during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Inherent Limitations over Internal Controls.
Our internal control over
financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies
and procedures that:
|
(i) |
pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
|
|
|
(ii) |
provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors; and |
|
|
|
|
(iii) |
provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material
effect on the financial statements. |
Management, including our
Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and
all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become
inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
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.
|
KENONGWO GROUP US, INC. |
|
|
Date: August 16, 2023 |
By: |
/s/
Jianjun Zhong |
|
|
Name: |
Jianjun Zhong |
|
|
Title: |
President and Chief Executive Officer |
|
|
|
(principal executive officer) |
|
|
Date: August 16, 2023 |
By: |
/s/
Jianjun Zhong |
|
|
Name: |
Jianjun Zhong |
|
|
Title: |
Chief Financial Officer |
|
|
|
(principal financial officer and
principal accounting officer) |
28
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The undersigned hereby certifies, in his capacity
as Chief Executive Officer and Chief Financial Officer of Kenongwo Group US, Inc. (the “Company”), for the purposes of 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
This certification accompanies each Report pursuant
to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed
filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required
by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.