Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 000-26119

KUBER RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

4832

87-0629754

State or other jurisdiction

of incorporation or organization

Primary Standard Industrial

Classification Number

IRS Employer

Identification Number

1113, Lippo Centre Tower 2, 89 Queensway, Admiralty, Hong Kong

Tel: +852 3703-6155

(Address and telephone number of principal executive offices)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of common stock, $0.001 par value, issued and outstanding as of November 19, 2024 132,606,582 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

KUBER RESOURCES CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION:

Item 1.	Consolidated Financial Statements (Unaudited)	4
	Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	5
	Consolidated Statements of Operations for the Three and Nine months ended September 30, 2024 and 2023 (Unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Deficit for the Nine months ended September 30, 2024 and 2023 (Unaudited)	7
	Consolidated Statements of Cash Flows for the Nine months ended September 30, 2024 and 2023 (Unaudited)	8
	Notes to the Unaudited Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30

PART II OTHER INFORMATION:

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
	Signatures	33

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim consolidated financial statements of KUBER RESOURCES CORPORATION. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim consolidated financial statements should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

Kuber Resources Corporation

Consolidated Balance Sheets

As of September 30, 2024 and December 31, 2023

Unaudited


	September 30, 2024			December 31, 2023
ASSETS				(Restated)
Current Assets
Cash and cash equivalents	$	103,653		$	102,493
Accounts receivable, net		353,615			1,102,097
Inventory, net		95,782			-
Advances to suppliers		-			-
Due from related parties		4,164,501			1,110,136
Other receivables and current assets		98,805			29,617
Current assets of discontinued operations		-			1,128,956
Total Current Assets		4,816,356			3,473,299
Non-Current Assets
Property, plant and equipment, net		-			103
Intangible assets, net		1,769,955			2,069,849
Other non-current assets		3,769			-
Operating lease right of use asset, net		126,408			154,316
Non-Current assets of discontinued operations		-			13,804
Total Non-Current Assets		1,900,132			2,238,072
Total Assets		6,716,488			5,711,371

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses		674,396			351,733
Other payables		-			3,518
Due to related parties		-			58,535
Taxes payable		1,062,175			570,494
Advances from customers		114,877			183,811
Operating lease liabilities - current portion		78,529			131,536
Current liabilities of discontinued operations		-			209,558
Total Current Liabilities		1,929,977			1,509,185
Non-Current Liabilities
Operating lease liabilities - non-current		59,356			28,208
Total Non-Current Liabilities		59,356			28,208
Total Liabilities		1,989,333			1,537,393

Commitments and Contingencies		-			-

Shareholders’ Equity
Series A Convertible Preferred stock, par value $0.001 per share; 2,000,000 shares authorized; 520,000 shares issued and outstanding at September 30, 2024 and December 31, 2023		520			520
Series B Convertible Preferred stock, par value $0.001 per share; 1,000,000 shares authorized; 150,000 shares issued and outstanding at September 30, 2024 and December 31, 2023		150			150
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; 500,000 shares issued and outstanding at September 30, 2024 and December 31, 2023		500			500
Common stock, par value $0.0001; 500,000,000 shares authorized; 132,612,342 shares issued and outstanding at September 30, 2024 and December 31, 2023		132,613			132,613
Additional paid-in capital		6,125,474			6,125,474
Statutory reserves		142,777			-
Accumulated deficit		(1,730,863	)		(2,067,880	)
Accumulated other comprehensive income (loss)		55,984			(17,399	)
Total equity attributable to Kuber Resources Corporation		4,727,155			4,173,978
Total Shareholders’ Equity		4,727,155			4,173,978
Total Liabilities and Shareholders’ Equity	$	6,716,488		$	5,711,371

The accompanying notes are an integral part of these consolidated financial statements.

Kuber Resources Corporation

Consolidated Statements of Income and Comprehensive Income

For the Three and Nine Months Ended September 30, 2024 and 2023

Unaudited


	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2024			2023			2024			2023
					(Restated)						(Restated)
Revenues, net	$	671,760		$	12,773		$	2,238,853		$	68,933
Cost of revenues		75,407			-			244,513			-
Gross profit		596,353			12,773			1,994,340			68,933

Operating expenses:
Selling and marketing expense		(6,188	)		-			6,204			-
General and administrative expenses		143,504			43,434			682,290			115,290
Total operating expenses		137,316			43,434			688,494			115,290

Income (loss) from operations		459,037			(30,661	)		1,305,846			(46,357	)

Other income (expenses):
Interest income		54			(3,941	)		692			(3,941	)
Interest expense		-			3,897			-			-
Total other income (expenses)		54			(44	)		692			(3,941	)

Income (loss) before income tax		459,091			(30,705	)		1,306,538			(50,298	)
Income tax expense		146,814			-			394,302			-
Net income (loss) from continuing operations		312,277			(30,705	)		912,236			(50,298	)

Discontinued operations:
Net income (loss) from discontinued operations, net of tax		(15,546	)		(1,833	)		(15,546	)		(1,833	)
Gain (loss) on disposal of discontinued operations, net of tax		(416,896	)		-			(416,896	)		-
Net income (loss) from discontinued operations		(432,442	)		(1,833	)		(432,442	)		(1,833	)
Net income (loss)	$	(120,165	)	$	(32,538	)	$	479,794		$	(52,131	)

Weighted average shares outstanding
Basic and diluted		132,612,342			132,612,342			132,612,342			132,612,342

Earnings (loss) per share
Basic and diluted from continuing operation		(0.0024	)		(0.0003	)	$	0.0069		$	(0.0004	)
Basic and diluted from discontinued operation		(0.0033	)		(0.0000	)		(0.0033	)		(0.0000	)
Total basic and diluted net income(loss) per share		(0.0009	)		(0.0003	)		0.0036			(0.0004	)
Other comprehensive income (loss):
Net income (loss)	$	(120,165	)	$	(32,538	)	$	479,794		$	(52,131	)
Other comprehensive income (loss):
Foreign currency translation adjustment		73,383			-			73,383			-
Total comprehensive income (loss)	$	(46,782	)	$	(32,538	)	$	555,177		$	(52,131	)

The accompanying notes are an integral part of these consolidated financial statements.

Kuber Resources Corporation

Consolidated Statements of Changes in Shareholders’ Equity

For the Nine Months Ended September 30, 2024 and 2023

Unaudited


	Series A Convertible				Series B Convertible																			Accumulated
	Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Additional							other
	Number of				Number of				Number of				Number of				Paid-in		Statutory		Accumulated			Comprehensive
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Reserve		Deficit			Income (Loss)			Total
Balance at December 31, 2022		520,000	$	520		150,000	$	150		500,000	$	500		132,606,582	$	132,607	$	3,924,665	$	-	$	(3,285,836	)	$	-		$	772,606
Common stock issued for services														5,760		6		30,171		-		-			-			30,177
Net loss		-		-		-		-		-		-		-		-		-		-		(9,397	)		-			(9,397	)
Balance at March 31, 2023		520,000		520		150,000		150		500,000		500		132,612,342		132,613		3,954,836		-		(3,295,233	)		-			793,386
Net loss		-		-		-		-		-		-		-		-		-		-		(10,196	)		-			(10,196	)
Balance at June 30, 2023		520,000		520		150,000		150		500,000		500		132,612,342		132,613		3,954,836		-		(3,305,429	)		-			783,190
Net loss		-		-		-		-		-		-		-		-		-		-		(32,538	)		-			(32,538	)
Balance at September 30, 2023		520,000		520		150,000		150		500,000		500		132,612,342		132,613		3,954,836		-		(3,337,967	)		-			750,652

Balance at December 31, 2023		520,000		520		150,000		150		500,000		500		132,606,582		132,613		6,125,474		-		(2,067,880	)		(17,399	)		4,173,978
Net income		-		-		-		-		-		-		-		-		-		-		610,657			-			610,657
Appropriations to statutory reserves																				142,777		(142,777	)					-
Foreign currency translation adjustment		-		-		-		-		-		-		-		-		-		-		-			(64,490	)		(64,490	)
Balance at March 31, 2024		520,000		520		150,000		150		500,000		500		132,606,582		132,613		6,125,474		142,777		(1,600,000	)		(81,889	)		4,720,145
Net loss		-		-		-		-		-		-		-		-		-		-		(10,698	)		-			(10,698	)
Foreign currency translation adjustment		-		-		-		-		-		-		-		-		-		-		-			(19,103	)		(19,103	)
Balance at June 30, 2024		520,000		520		150,000		150		500,000		500		132,606,582		132,613		6,125,474		142,777		(1,610,698	)		(100,992	)		4,690,344
Net income		-		-		-		-		-		-		-		-		-		-		(120,165	)		-			(120,165	)
Foreign currency translation adjustment		-		-		-		-		-		-		-		-		-		-		-			156,976			156,976
Balance at September 30, 2024		520,000		520		150,000		150		500,000		500		132,606,582		132,613	$	6,125,474		142,777	$	(1,730,863	)	$	55,984		$	4,727,155

The accompanying notes are an integral part of these consolidated financial statements.

Kuber Resources Corporation

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2023

Unaudited


	Nine Months Ended
	September 30, 2024			September 30, 2023
					(Restated)
Cash flows from operating activities
Net income (loss)	$	479,794		$	(52,131	)
Less: net loss from discontinued operations, net of tax		(432,442	)		(1,833	)
Net income (loss) from continuing operations		912,236			(50,298	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization expense		320,548			321
Amortization of operating lease ROU assets		70,901			4,403
Shares issued for services		-			30,177
Changes in assets and liabilities
Decrease in accounts receivable		745,082			-
Increase in inventories		(93,449	)		-
Increase in due from relates parties		(2,774,874	)		(6,063	)
Increase in prepaid expenses		-			(4,875	)
(Increase) decrease in other receivables and current assets		(67,407	)		7,151
(Decrease) increase in advances from customer		(106,940	)		1,800
Increase in accounts payable and accrued expenses		347,748			72,605
Increase in other payables		468,548			-
Increase in loans payable to related parties		-			80,293
Decrease in contract liability		-			(68,933	)
Decrease in operating lease liabilities		(65,078	)		(4,403	)
Net cash operating activities of continued operations		(242,685	)		62,178
Net cash operating activities of discontinued operations		58			(24,594	)
Net cash provided by (used in) operating activities		(242,627	)		37,584

Cash flows from investing activities
Purchase of fixed assets		(3,677	)		-
Loan to related party		-			(100	)
Net cash from investing activities of continued operations		(3,677	)		(100	)
Net cash from investing activities of discontinued operations		-			-
Net cash used in investing activities		(3,677	)		(100	)

Cash flows from financing activities
Proceeds from (repayment to) in related party payables		247,513			-
Net cash from financing activities of continued operations		247,513			-
Net cash from financing activities of discontinued operations		-			-
Net cash provided by (used in) financing activities		247,513			-

Net increase of cash and cash equivalents		1,209			37,484

Effect of foreign currency translation on cash and cash equivalents		9			-
Cash and cash equivalents – beginning		143,860			218,097
Less: cash and cash equivalents of discontinued operations		41,425			41,242
Cash and cash equivalents – ending	$	103,653		$	214,339


Supplementary cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Non-cash financing and investing activities:
Recognized ROU assets through lease liabilities	$	36,845		$	122,117
Acquisition of non-controlling Interest by issuance of ordinary shares	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

KUBER RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Unaudited

Note 1 – Organization and Nature of Business

Kuber Resources Corporation formerly known as Uonlive Corporation (“KUBR” or the “Company”) was incorporated under the laws of the State of Nevada on January 29, 1998 as Weston International Development Corporation. On July 28, 1998, its name was changed to Txon International Development Corporation. On September 15, 2000, the Company changed its name to China World Trade Corporation. On July 2, 2008, the Company further changed its name to Uonlive Corporation.

The Company ceased its former operations in early 2015. The Company has fully impaired all assets since the shutdown of its operations in 2015 and has recorded the effects of this impairment as part of its discontinued operations.

On June 15, 2018, the eight judicial District Court of Nevada appointed Small Cap Compliance, LLC as custodian for Uonlive Corporations, proper notice having been given to the officers and directors of Uonlive Corporation and there was no opposition.

On September 10, 2019, the Company filed a certificate of revival with the state of Nevada, appointing Raymond Fu as, President, Secretary, Treasurer and Director.

On March 2, 2020, the Company entered into a Definitive Share Agreement whereby Raymond Fu, the sole shareholder of Asia Image Investment Limited (“Asia Image”), relinquished all his shares in Asia Image and acquired 100,000 shares of the Company. Consequently, Asia Image became a wholly-owned subsidiary of the Company.

Since the major shareholder of the Company retained control of both the Company and Asia Image, the share exchange was accounted for as a reverse merger. As such, the Company recognized the assets and liabilities of Asia Image, acquired in the Reorganization, at their historical carrying amounts.

On November 7, 2022, the Company acquired all shares of Kuber Resources (Hong Kong) Limited ("Kuber HK") from GRL21 Nominee Limited for one Hong Kong dollar (HKD1.00). Consequently, Kuber HK became a wholly-owned subsidiary of the Company. Kuber HK, formerly known as Star Wise Limited, was established in Hong Kong on October 21, 2022. It officially changed its name to Kuber Resources (Hong Kong) Limited on November 1, 2022, which has not commenced any operations since its inception. The acquisition of Kuber HK aims to diversify the Company's business portfolio beyond its current focus on international commodities trading conducted by Asia Image Limited.

On December 8, 2022, the Company filed Articles of Amendment (the “Articles of Amendment”) to its Articles of Incorporation, as amended, with the Secretary of Nevada to change the Company’s corporate name to Kuber Resources Corporation (the “Name Change”). In connection with the Name Change, the Company’s has changed its ticker symbol from “UOLI” to the new ticker symbol “KUBR” (the “Symbol Change”). There is no change in the CUSIP number of the Company’s common stock in connection with the Name Change and Symbol Change. As previously reported, the majority of issued and outstanding shares approved the Name Change and Symbol Change on September 15, 2022 by written consent.

The Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of the Name Change and Symbol Change on December 9, 2022, which became effective in the market and for trading under the new name and ticker symbol on December 12, 2022.

The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s common stock will continue to be quoted on OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid and need not be exchanged. Any certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

On September 18, 2023, the Company acquired all shares of Grayscale Investment (Asia) Limited ("Grayscale HK") from unrelated parties for two Hong Kong dollars (HKD 2.00) per share, along with its subsidiary. Consequently, Grayscale HK became a fully-owned subsidiary of the Company. Grayscale HK was established in Hong Kong on September 31, 2021, which has not commenced any operations since its inception. Grayscale Investment (ShenZhen) Limited ("Grayscale WOFE") was established on November 1, 2021, as a wholly foreign-owned entity in the People’s Republic of China ("PRC"). Grayscale WOFE is wholly owned by Grayscale HK.

The aforementioned transaction has been accounted for in accordance with the provisions of ASC 805, Business Combinations, and the related fair value adjustments have been recorded as of the acquisition date. The Company did not record any goodwill or intangible assets related to the transaction, as the acquisition consideration equaled the fair value of the identifiable net assets acquired.

On October 17, 2023, the Company through its wholly owned subsidiary, incorporated Kuber Resources (Guangdong) Co., Ltd. (“Kuber Guangdong") as a wholly owned subsidiary of Graysacle WOFE in Guangdong, PRC. Kuber Guangdong’s scope of business includes manufacturing, sales and distribution of wood panels, as well as providing formaldehyde treatment services.

On September 25, 2024, the Company disposed its wholly-owned subsidiary, Asia Image, to a related party for total consideration of cash HKD3,900,000 (approximately $500,760).

KUBR and its subsidiaries Kuber HK, Grayscale HK, Grayscale WOFE, Kuber Guangdong shall be collectively referred throughout as the “Company”.

Note 2 – Summary of significant accounting policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The Company has a fiscal year end of December 31.

Principles of Consolidation

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.All intercompany accounts, balances and transactions have been eliminated in the consolidation.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2023.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

Functional and presentation currency

The functional currency of the Company is the currency of the primary economic environment in which the Company operates.

The currency in which companies in China operate is the Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities.

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period.

For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets.

Exchange rates used for the translation are as follows:

Exchange rate used for the translation
US$ to RMB	Period End		Average
September 30, 2024		7.01030		7.18532
December 31, 2023		7.01700		N/A
September 30, 2023		N/A		N/A

US$ to HKD	Period End		Average
September 30, 2024		7.77330		7.81236
December 31, 2023		7.81005		N/A
September 30, 2023		7.82930		7.83357

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Accounts Receivables

Accounts receivables are recorded at the net value less estimates for expected credit losses. Management regularly reviews outstanding accounts and provides an allowance for doubtful accounts. When collection of the original invoice amounts is no longer probable, the Company will either partially or fully write-off the balance against the allowance for doubtful accounts.

Property and Equipment & Depreciation

Property and equipment are stated at historical cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Property and equipment are depreciated on a straight-line basis over the following periods:

Schedule of intangible assets
Leasehold improvements		2 years
Office furniture and equipment		3 years

Intangible Assets & Amortization

Intangible assets are stated at historical cost net of accumulated amortization. Intangible assets are depreciated on a straight-line basis over the following periods:

Schedule of intangible assets
Intellectual Property License		5 years

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Contract Liability

The Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance payment for orders of goods placed by the customers.

Employee Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

Revenue Recognition

The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, which includes the following steps:

●

Identify the contract(s), and subsequent amendments with the customer.

●

Identify all the performance obligations in the contract and subsequent amendments.

●

Determine the transaction price for completing performance obligations.

●

Allocate the transaction price to the performance obligations in the contract.

●

Recognize the revenue when, or as, the Company satisfies a performance obligation.

The Company considers contract modification as a change in the scope or price (or both) of a contract that is approved by the parties. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties to the contract. The Company assumes a contract modification when approved in writing, by oral agreement, or implied by the customary business practice of the customer. If the parties to the contract have not approved a contract modification, the Company continues to apply the guidance to the existing contract until the contract modification is approved. The Company recognizes contract modification in various forms – including but not limited to partial termination, an extension of the contract term with a corresponding increase in price, adding new goods and/or services to the contract, with or without a corresponding change in price, and reducing the contract price without a change in goods or services promised.

Sales of goods

The Company manufactures wood panels which it sells to customers.

Revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers.

Formaldehyde treatment services

The Company provides formaldehyde removal services.

Revenue recognition occurs when (or as) the Company satisfies its performance obligations by providing the formaldehyde removal services to the customer and collectability can be reasonably assured. This typically occurs when the services are completed and the customer is able to use and benefit from them. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers. If the contract includes multiple performance obligations, the transaction price should be allocated to each obligation based on its relative standalone selling price.

Advertising Costs

All costs related to advertising are expensed in the period incurred. Advertising costs charged to operations were $nil and $nil, for the nine months ended September 30, 2024 and 2023, respectively.

Provision for Income Taxes

The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in each year.

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated statements of operations. Management of the Company does not expect the total amount of unrecognized tax benefits to change in the next twelve months significantly.

Earnings Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

There are 150,520,000 potential dilutive shares of common stock from the Series A preferred stock and Series B preferred stock. The potentially dilutive instruments were excluded as such shares would be anti-dilutive in a period in which a net loss is recorded.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Fair Value Measurements

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

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 assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The Company’s financial instruments consisted of cash, accounts payable, contract liabilities and loan from a shareholder. The estimated fair value of those balances approximates the carrying amount due to the short maturity of these instruments.

Segment Reporting

ASC 280, Segment Reporting, establishes standards for companies to report in the financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results including revenue, gross profit and operating profit at a consolidated level only. The Company does not distinguish between markets for the purpose of making decisions about resources allocation and performance assessment. Therefore, the Company has only one operating segment and one reportable segment.

Recent Accounting Pronouncements

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation. This ASU clarifies how to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. The ASU is effective in reporting periods beginning after December 15, 2024, including interim periods within the fiscal year, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The guidance will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.

Note 3- Going Concern

The Company has an accumulated deficit of $1,730,863 and working capital of $2,886,379 as of September 30, 2024. The accompanying consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has started to generate revenues but has yet to established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 4 – Accounts receivables, net

Accounts receivables, net is comprised of the following:

Schedule of accounts receivables, net
	September 30, 2024		December 31, 2023
Accounts receivables		353,615		1,102,097
Allowance for doubtful accounts		-		-
Total, net		353,615		1,102,097

Bad debt expense (recoveries) was $nil and $nil for the nine months ended September 30, 2024 and 2023, respectively.

Note 5 - Property and equipment, net

Property and equipment, net comprised of the following:

Schedule of property and equipment, net
	September 30, 2024			December 31, 2023
At Cost:
Equipment		1,288			1,288
Furniture and fixtures		572			572
		1,860			1,860

Less: Accumulated depreciation		(1,860	)		(1,757	)
Total, net		-			103

Depreciation expenses was $103 and $321 for the nine months ended September 30, 2024 and 2023, respectively.

Note 6 – Intangible assets, net

Intangible asset, net comprised of the following:

Intangible assets, net
	September 30, 2024			December 31, 2023
At Cost:
Intellectual Property License		2,159,842			2,159,842
		2,159,482			2,159,842

Less: Accumulated amortization		(389,887	)		(89,993	)
Total, net		1,769,955			2,069,849

Amortization expenses was $299,894 and $nil for the nine months ended September 30, 2024 and 2023, respectively. There was no impairment loss was not recognized for the nine months ended September 30, 2024 and 2023, respectively.

The intellectual property license comprises of a five-year non-exclusive license to utilize certain intellectual property pertaining to wood panel manufacturing within China.

Note 7 – Related party transactions

Related parties receivables comprised of the following:

Related parties receivables
	September 30, 2024		December 31, 2023
Shenzhen Guangfeng High Performance Wood Products Technology Co., Ltd (1)	$	354,693	$	1,110,135
Gongfa (Guangdong) New Material Technology Co., Ltd. (2)		3,614,909		-
Mr. Raymond Fu (3)		194,898		-
Total	$	4,164,501	$	1,110,135

(1)

Amounts receivable from Shenzhen Guangfeng High Performance Wood Products Technology Co., Ltd formerly Shenzhen Junfeng Wood Chain Network Technology Co., Ltd., where Mr. Li JiYong serves as the legal representative, comprised of receivables for funds collected on behalf of the Company. Refer to Note 11.

(2)

Amounts receivable from Gongfa (Guangdong) New Material Technology Co., Ltd., where Mr. Li JiYong is a significant shareholder of the entity and serves as the director of the entity, comprised of amounts advanced for the purpose of acquiring 61% equity interest in the said entity for which the transaction has not been finalized.

(3)

Amounts receivable from Mr. Raymond Fu, CEO, director and controlling shareholder of the Company, comprised of proceeds receivable from the sale of a disposed subsidiary, which are netted against the advances Mr. Fu made to the Company to support its working capital.

The balances above are unsecured, non-interest bearing and it is repayable on demand.

Related parties payables comprised of the following:

Related parties payables
	September 30, 2024		December 31, 2023
Mr. Li JiYong (1)	$	-	$	42
Mr. Raymond Fu (2)		-		40,905
Mr. Wang QingJian (3)		-		17,588
Total	$	-	$	58,535

(1)

Amounts payable to Mr. Li JiYong, the legal Representative of the Company, comprised of advances made to the Company for working capital purposes.

(2)

Amounts payable to Mr. Raymond Fu, CEO, director and controlling shareholder of the Company, comprised of advances made to the Company for working capital purposes.

(3)

Amounts payable to Mr. Wang QingJian, COO of the Company, comprised of amounts payable for formaldehyde removal services.

The balances above are unsecured, non-interest bearing and it is repayable on demand.

Note 8 – Equity

Preferred Stock

The Company has authorized 10,000,000 shares of Preferred Stock, $0.001 par value, of which 2,000,000 shares are designated as Series A Convertible Preferred Stock, and 1,000,000 shares of Series B Convertible Preferred Stock, the rights and preferences of which are discussed below

Series A Convertible Preferred Stock

The Company has designated and is authorized to issue 2,000,000 shares are Series A Convertible Preferred Stock, $0.001 par value. The Series A Preferred Stock shall vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on a one for one basis. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not be subject to adjustment unless specifically authorized.

Each share of Series A Convertible Preferred Stock shall be convertible into one share of Common Stock (“Conversion Ratio”), at the option of a Holder, at any time and from time to time, from and after the issuance of the Series A Preferred Stock.

As of September 30, 2024 and December 31, 2023, the Company has 520,000 Series A Convertible preferred shares issued and outstanding.

Series B Convertible Preferred Stock

The Company has designated and is authorized to issued 1,000,000 shares of Series B Convertible Preferred Stock, $0.001 par value.

Each share of Series B convertible Preferred Stock shall have a par value of $0.001 per share. The Series B Preferred Stock shall vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on a 1,000 for one basis. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not be subject to adjustment unless specifically authorized.

Each share of Series B Convertible Preferred Stock shall be convertible into 1,000 shares of Common Stock (“Conversion Ratio”), at the option of a Holder, at any time and from time to time, from and after the issuance of the Series C Preferred Stock.

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series B Preferred Stock (each, the “the Original Issue Price”) for each share of Series B Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series B Preferred Stock, the Original issue price shall be $0.001 per share for the Series B Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the each series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

The Series B Preferred Stock shares are nonredeemable other than upon the mutual agreement of the Company and the holder of shares to be redeemed, and even in such case only to the extent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation and applicable law.

Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price of the Series B Preferred Stock by the Series B Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion.

As of September 30, 2024 and December 31, 2023, the Company has 150,000 shares of Series B Convertible preferred shares issued and outstanding, respectively.

Common stock

The Company is authorized to issue 500,000,000 shares are Common Stock, $0.001 par value.

On February 22, 2023, the Company issued 3,510 shares of common stock valued at $5.20 per share to certain individuals for consulting services valued at $18,252.

On March 30, 2023, the Company issued 2,250 shares of common stock valued at $5.30 per share to certain individuals for consulting services valued at $11,925.

As of September 30, 2024 and December 31, 2023, the Company has 132,612,342 and 132,612,342 shares of common stock issued and outstanding, respectively.

Additional paid-in capital

On October 16, 2023, the Company entered into a five-year non-exclusive license agreement with Shenzhen Junfeng Wood Chain Net Technology ("the Licensor") granting the Company the right to utilize specific intellectual property ("IP") related to wood panel manufacturing within China. The IP is owned by Mr. Li JiYong, who is also a director of the Company; and the Licensor, Shenzhen Junfeng Wood Chain Net Technology is owned by Mr. Li.

The fair value of the intellectual property has been determined to be RMB 15.35 million. This valuation was derived from revenues associated with wood panel manufacturing activities, utilizing key assumptions such as the non-renewal of the current licensing agreement and the application of the average net margin of the Building Products sector in a discounted cash flow (DCF) valuation model, as well as the revenue figures provided by management for Kuber Resources (Guangdong) Co. Ltd. The Company recognized a total of $2,170,638 as a capital contribution for the intellectual property.

Note 9 - Disposal of Subsidiary

On September 25, 2024, the Company completed the disposal of its wholly-owned subsidiary, Asia Image Investment Limited (“Asia Image”), to a related party in exchange for cash consideration of HKD 3,900,000 ($500,760). The transaction resulted in a net loss on disposal of approximately $416,896, which has been recognized in the Consolidated Statements of Operations under “Loss on Disposal of Subsidiary.” The total consideration of HKD 3,900,000 ($500,760) was offset against amounts due to related party Raymond Fu.

The net assets of Asia Image at the disposal date were as follows:


Assets and Liabilities	Amounts
Cash and Cash Equivalents	$	41,425
Advances to suppliers		1,087,589
Total assets		1,129,014
Accounts payable and accrued liabilities		8,508
Due to related parties		202,850
Total liabilities		211,358
Net assets disposed		917,656

The results of Asia Image have been classified as discontinued operations for all periods presented, in accordance with ASC 205-20, “Discontinued Operations.”

Note 10 – Income taxes

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to 100% of the deferred tax asset has also been recorded resulting in no net deferred tax asset.

United States

Net operation losses (“NOLs”) can carry forward indefinitely up to offset 80% of taxable income after CARES Act effect on December 31, 2017. The cumulative tax is calculated by multiplying a 21% estimated tax rate by the net operating income. As of September 30, 2024 and December 31, 2023, deferred tax assets resulted from NOLs of approximately $ 181,421 and $171,603, respectively. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

Hong Kong

Companies incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first Hong Kong Dollar (“HKD$”) 2 million of assessable profits is 8.25% and assessable profits above HKD$ 2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

PRC

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose a unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. NOLs can typically carried forward for a certain number of years (usually five years) to offset against future taxable income.

The following table summarizes the taxable income (loss) before income taxes by jurisdiction:


	Nine months ended September 30,
	2024			2023
United States	$	(46,750	)	$	(50,298	)
Hong Kong		(58,406	)
China		1,411,694
Total taxable income (loss)	$	1,306,538		$	(50,298	)

As of December 31, 2022, the Company maintained a valuation allowance against certain deferred tax assets to reduce the total to an amount management believed was appropriate. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income.

The following table summarizes a reconciliation of income tax rates for operations, calculated at the statutory tax rate to total income tax expense (benefit):


	Nine months ended September 30,
	2024		2023
Income (Loss) before income tax expenses	$	1,306,538	$	(50,298	)
Income tax expenses (benefits) computed at statutory tax rates		333,469		(10,563	)
Foreign tax rate differential		-		-
Effect of deductible research and development expenses		40,317		-
Effect of temporary differences		1,061		-
Effect of change in valuation allowance		19,455		10,563
Income tax expenses (benefits)	$	394,302	$	-

Note 11 – Concentrations, Risks, and Uncertainties

Credit risk

Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured. Cash deposits with banks of which at times may exceed federally insured limits. Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.

Concentration

The Company has a concentration risk related to suppliers and customers. The inability of the company to maintain existing relationships with suppliers or to establish new relationships with customers in the future may have a negative impact on the company’s ability to obtain goods sold to customers in a price advantageous and timely manner. If the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which may have a material adverse impact on revenue.

For the nine months ended September 30, 2024, three customers accounted for 10% or more of the Company’s total net sales revenues.

As of September 30, 2024, three customers accounted for 10% or more of the Company’s total accounts receivable.

For the nine months ended September 30, 2024, two suppliers accounted for 10% or more of the Company’s total net purchases.

As of September 30, 2024, three suppliers accounted for 10% or more of the Company’s total accounts payable.

Unissued VAT invoices

The products that are sold by the Company in PRC are subject to value-added tax (“VAT“) at a rate of 6% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by VAT paid on purchase of raw materials included in the cost of producing the finished goods sold.

Due to the rules imposed by local authorities on newly established companies, which limited the issuance of VAT invoices per month. Consequently, the Company was not able to issue VAT invoices for all its sales. During the nine months ended September 30, 2024, the Company had issued VAT invoices for total sales of $214,155 for its sales, leaving $3,973,549 of sales VAT invoices unissued as of September 30, 2024. The Company has submitted a request to increase the allowable VAT invoice amounts and is currently awaiting approval. Upon receiving approval, the unissued VAT invoices will be issued.

The local authority may require the Company to rectify the issue above by demanding payments and submitting the relevant filings within a specified time period. If the Company fails to do so within the specified time period, the local authority may impose a monetary fine on it and may also apply to the local people’s court for enforcement.

If the Company receives any notice from the local authority, the Company will be required respond to the notice and pay all amounts due to the government, including any administrative penalties that may be imposed, which would require the Company to divert its financial resources which may impact its resources, if any, to make such payments. Additionally, any administrative costs in excess of the payments, if material, may impact the Company's operating results.

As of today, the Company has not received any notice from the local housing authority or any claim from our current and former employees.

Restriction on cash disbursement on bank account

As a newly established business, the Company experienced restrictions imposed by the bank on new bank accounts by limiting its deposits and disbursements. In order to avoid disruption to the business operations, the Company has engaged a related party, Shenzhen Guangfeng High Performance Wood Products Technology Co., Ltd. formerly Shenzhen Junfeng Wood Chain Network Technology Co., Ltd., to collect sales revenues on behalf of the Company. These funds are then deposited or transferred to the Company's bank account on a regular basis, ensuring the continued liquidity necessary for operational activities.

The Company had an outstanding receivable of $354,693 from the related party as a result of this arrangement as of September 30, 2024. These receivables represent funds collected on behalf of the Company but not yet remitted to its bank account.

Management continuously evaluates the impact of these restrictions on the Company's cash management and operational efficiency. Despite the challenges posed by the restriction on cash disbursement, the Company remains committed to ensuring the uninterrupted conduct of its business activities.

It is important to note that the amounts receivable from the related party are subject to periodic reconciliation and may fluctuate over time based on sales activities and remittance schedules.

Note 12 - Leases

Operating Lease

The Company has three operating leases for its office space and manufacturing equipment and facility.

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term which is approximately 4.35% to 5.63%.

Operating lease expenses were $47,246 and $nil 00 for the nine months ended September 30, 2024 and 2023, respectively.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

Schedule of lease cost
	Nine months ended September 30,
	2024			2023
Lease cost
Operating lease cost	$	61,671		$	-

Other Information
Cash paid for amounts included in the measurement of lease liabilities	$	65,078		$	-
Weighted average remaining lease term – operating leases (in years)		1.91			-
Average discount rate – operating lease		4.67	%		-	%

The supplemental balance sheet information related to leases is as follows:


	September 30, 2024		December 31, 2023
Operating leases
Right-of-use assets, net	$	126,408	$	154,316
Operating lease liabilities	$	137,885	$	159,744

The undiscounted future minimum lease payment schedule as follows:


For the year ending December 31,
2024 (three months remaining)	35,393
2025	60,924
2026	46,615
Thereafter	-
Total undiscounted lease payments	142,932
Less: interest	(4,384	)
Total lease liabilities	137,885

Note 13 – Subsequent Event

In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements were available to be issued, there were no material subsequent events.

Acquisition of Gongfa Materials Co., Limited

On September 30, 2024, the Company and its wholly owned subsidiary, Kuber Resources (Guangdong) Co., Limited (“Kuber Guangdong”), entered into an Acquisition Agreement with Gongfa Materials Co., Limited (“Gongfa”), a Chinese corporation and manufacturer of engineered wood products, and the shareholders of Gongfa (the “Shareholders”). Under the terms of the Acquisition Agreement, the Shareholders agreed to sell 100% of the issued and outstanding shares of Gongfa to Kuber Guangdong in exchange for the issuance of shares of the Company’s common stock valued at approximately $130 million USD. The shares will be issued based on an agreed-upon price of $4.80 per share, representing approximately 20% of the Company’s total outstanding shares as of September 30, 2024.

The number of shares issuable at closing is subject to adjustment based on a valuation report to be received by the Company within 14 to 45 days of September 30, 2024, which will confirm the value of Gongfa. If there is any disagreement on the valuation, a third-party appraisal will be obtained, and the parties will negotiate in good faith to reach an agreeable valuation. The issuance of shares is expected to occur no less than 45 days after receiving the valuation report, with the transaction anticipated to close in the fourth quarter of 2024, pending customary closing conditions.

There are no material relationships between the Company and Gongfa or their affiliates, except that Li Jiyong, a director of the Company, is a shareholder of Gongfa, and the Shareholders of Gongfa are expected to become shareholders of Storming Dragon Limited, the Company’s majority shareholder, controlled by the Company’s CEO, Raymond Fu, through an anticipated Exchange Agreement.

The execution of the Acquisition Agreement represents a non-recognized subsequent event, as the transaction’s closing and share issuance are contingent upon the completion of the valuation report and other closing conditions. Accordingly, no adjustments have been made to the Company’s financial statements as of September 30, 2024, for the potential impact of this acquisition.

Cancellation of the Series B Preferred Stock

On November 4, 2024, the “Company entered into a Stock Cancellation Agreement with Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited (“Chuang Fu”), for the cancellation of 150,000 shares of Series B Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”) which were issued to Chuang Fu in 2018, in exchange for $100. The cancellation of the Series B Preferred Stock will enable the Company to have a more desirable capital stock structure. Upon the cancellation of the Series B Preferred Stock the Company will have zero shares of Series B Preferred Stock issued and outstanding.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statement notice

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Management’s Plan of Operation

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Overview

The Company’s current business objective is to operate as a holding company with its subsidiaries operating in the wood treatment, tea and precious metals industry, including acting as a distributor and trader. We intend to use the Company’s limited personnel and financial resources in connection with such activities.

On November 7, 2022, the Company purchased from GRL21 Nominee Limited all the shares of Kuber Resources (Hong Kong) Limited for one Hong Kong dollar (HKD1.00). Accordingly, Kuber Resources (Hong Kong) Limited became a fully-owned subsidiary of the Company as at November 7, 2022. Kuber Resources (Hong Kong) Limited (previously known as Star Wise Limited) is a company incorporated in Hong Kong on October 21, 2022. It changed its name to Kuber (Resources (Hong Kong) Limited on 1 November 2022 and concurrently filed its notification of commencement of Business by Corporation on the same day. It had not traded and/or otherwise operated until after it had been purchased by the Company on November 7, 2022. The purpose of obtaining Kuber Resources (Hong Kong) Limited is to start an additional line of business outside of the international commodities trade currently undertaken by Asia Image Limited.

On September 25, 2024, the Company disposed its wholly-owned subsidiary, Asia Image, to a related party for total consideration of cash HKD3,900,000 (approximately $500,760).

Recent developments

On September 25, 2024, the Company disposed its wholly-owned subsidiary, Asia Image, to a related party for total consideration of cash HKD3,900,000 (approximately $500,760).

On September 30, 2024, the Company and its wholly owned subsidiary, Kuber Resources (Guangdong) Co., Limited (“Kuber Guangdong”), entered into an Acquisition Agreement with Gongfa Materials Co., Limited (“Gongfa”), a Chinese corporation and manufacturer of engineered wood products, and its shareholders. Under this agreement, Kuber Guangdong will acquire 100% of Gongfa’s issued and outstanding shares in exchange for shares of the Company’s common stock. The transaction’s closing and issuance of shares are contingent upon the completion of a valuation report and satisfaction of other customary closing conditions.

Results of operations

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Results Of Operations During the Three Months Ended September 30, 2024 as Compared to the Three Months Ended June 30, 2023

Revenue

For the three months ended September 30, 2024 and 2023, the Company generated $671,760 of revenue and $12,273, respectively, representing an increase of $658,987.

On October 17, 2023, the Company acquired a fully-owned subsidiary of Kuber Resources (Guangdong) Co Limited whose operations are focused on the service and treatment of wood panels. Revenues from formaldehyde treatment services were $588,359 and $nil for the three months ended September 30, 2024 and 2023, respectively.

Cost of Revenue

For the three months ended September 30, 2024 and 2023, the cost of revenues was $75,407 and $nil, respectively. The cost of revenue is related to the formaldehyde treatment services.

For the three months ended September 30, 2024 and 2023, the gross profit was $596,533 or 88.8% and $12,773 or 100%, respectively.

Expenses

For the three months ended September 30, 2024 and 2023, we incurred operating expenses of $137,316 and $43,434, respectively. The increase in operating expenses is mainly due to the merger of Kuber Resources (Guangdong) Co Limited in October 2023 and Grayscale Investment (Asia) Limited in September 2023. The Company has incurred additional operation cost for formaldehyde treatment services in 2024.

Income tax expenses (benefits)

For the three months ended September 30, 2024 and 2023, we incurred income tax expense of $146,814 and $nil, respectively.

Net Income/Loss from continuing operations

For the three months ended September 30, 2024 and 2023, we incurred net income of $312,277 compared to a net loss of $30,705, respectively.

The significant increase in net income during the three months ended September 30, 2024 is mainly due to the increase of formaldehyde treatment services.

Discontinued operations

For the three months ended September 30, 2024 and 2023, we recognized net loss from discontinued operations of $432,442 compared to a net loss of $1,833, respectively. The Company recognized a loss on disposal of discontinued operations of $416,896 and $nil for the three months ended September 30, 2024 and 2023, respectively.

On September 25, 2024, the Company disposed its wholly-owned subsidiary, Asia Image, to a related party for total consideration of cash HKD3,900,000 (approximately $500,760).

Results Of Operations During the Nine months ended September 30, 2024 as Compared to the Nine months ended September 30, 2023

Revenue

For the nine months ended September 30, 2024 and 2023, the Company generated $2,238,853 of revenue and $68,933 , respectively, representing an increase of $2,169,920.

On October 17, 2023, the Company acquired a fully-owned subsidiary of Kuber Resources (Guangdong) Co Limited whose operations are focused on the service and treatment of wood panels. Revenues from formaldehyde treatment services were $2,109,496 and $nil for the nine months ended September 30, 2024 and 2023, respectively.

Cost of Revenue

For the nine months ended September 30, 2024 and 2023, the Company generated cost of revenue of $244,513 and $nil, respectively. The cost of revenue is related to the formaldehyde treatment services.

For the nine months ended September 30, 2024 and 2023, the gross profit was $1,994,340 or 89.1% and $68,933 or 100%, respectively.

Expenses

For the nine months ended September 30, 2024 and 2023, we incurred operating expenses of $688,494 and $115,290, respectively. The increase in operating expenses is mainly due to the merger of Kuber Resources (Guangdong) Co Limited in October 2023 and Grayscale Investment (Asia) Limited in September 2023. The Company has incurred additional operation cost for formaldehyde treatment services in 2024.

Income tax expenses (benefits)

For the nine months ended September 30, 2024 and 2023, we incurred income tax expense of $394,302 and $nil, respectively.

Net Income/Loss from continuing operations

For the nine months ended September 30, 2024 and 2023, we incurred net income of $912,236 compared to a net loss of $50,298, respectively.

The significant increase in net income during the nine months ended September 30, 2024 is mainly due to the increase of formaldehyde treatment services.

Discontinued operations

For the nine months ended September 30, 2024 and 2023, we recognized net loss from discontinued operations of $432,442 compared to a net loss of $1,833, respectively. The Company recognized a loss on disposal of discontinued operations of $416,896 and $nil for the nine months ended September 30, 2024 and 2023, respectively.

On September 25, 2024, the Company disposed its wholly-owned subsidiary, Asia Image, to a related party for total consideration of cash HKD3,900,000 (approximately $500,760).

Liquidity and capital resources

Currently, we are relying on sales of our products. Currently, we pay costs associated with running a business on a day-to-day basis.

As of September 30, 2024, we had current assets of $4,816,356 as compared to $3,473,299 as of December 31, 2023. We have cash of $103,653 and $102,493 as of September 30, 2024 and December 31, 2023, respectively.

To the extent that our capital resources are insufficient to meet current or planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2024 was $242,685, and provided by operating activities was $62,178 for the nine months ended September 30, 2023, respectively.

The net cash used in operating activities for the nine months ended September 30, 2024 was primarily related to increase of related parties’ receivables, decrease in customer advance, with an offset by net income of $912,442, decrease in accounts receivables, increase in accounts payable and other payable.

The net cash provided by operating activities for the nine months ended September 30, 2023 was primarily related to shares issued for services of $30,177, increase in loans payable to related parties, increase in account payable and accrued expenses, offset by increase in deposit and decrease in contract liability.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2024, was $3,677, compared to $100 for the same period in 2023. The increase is due acquisition of fixed assets made during the current period.

Financing Activities

We received a total of $247,513 in financing, consisting of $247,513 advance from related party during the nine months ended September 30, 2024, and there was no financing activity for the nine months ended September 30, 2023.

Off-Balance Sheet Arrangements

As of September 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of September 30, 2024, we did not have any contractual obligations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures are effective at the reasonable assurance level.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived 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 inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to September 30, 2024, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None

ITEM 4.MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

During the nine months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report by reference:

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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.

	Kuber Resources Corporation.

Date: November 19, 2024	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Executive Officer (Principal Executive Officer)

Date: November 19, 2024	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Financial Officer (Principal Financial and Principal Accounting Officer)

EXHIBIT 31.1

CERTIFICATION

I, Raymond Fu, certify that:

I have reviewed this report on Form 10-Q.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Raymond Fu, certify that:

I have reviewed this report on Form 10-Q.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kuber Resources Corporation. (the “Company”) on Form 10-Q for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond Fu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification.

Date. November 19, 2024	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kuber Resources Corporation. (the “Company”) on Form 10-Q for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond Fu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(3)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(4)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification.

Date: November 19, 2024	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-26119
Entity Registrant Name	KUBER RESOURCES CORPORATION
Entity Central Index Key	0001081834
Entity Tax Identification Number	87-0629754
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Lippo Centre Tower 2
Entity Address, Address Line Two	89 Queensway
Entity Address, City or Town	Admiralty
Entity Address, Country	HK
Entity Address, Postal Zip Code	1113
City Area Code	852
Local Phone Number	3703-6155
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,606,582

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 103,653	$ 102,493
Accounts receivable, net	353,615	1,102,097
Inventory, net	95,782
Advances to suppliers
Due from related parties	4,164,501	1,110,136
Other receivables and current assets	98,805	29,617
Current assets of discontinued operations		1,128,956
Total Current Assets	4,816,356	3,473,299
Non-Current Assets
Property, plant and equipment, net		103
Intangible assets, net	1,769,955	2,069,849
Other non-current assets	3,769
Operating lease right of use asset, net	126,408	154,316
Non-Current assets of discontinued operations		13,804
Total Non-Current Assets	1,900,132	2,238,072
Total Assets	6,716,488	5,711,371
Current Liabilities
Accounts payable and accrued expenses	674,396	351,733
Other payables		3,518
Due to related parties		58,535
Taxes payable	1,062,175	570,494
Advances from customers	114,877	183,811
Operating lease liabilities - current portion	78,529	131,536
Current liabilities of discontinued operations		209,558
Total Current Liabilities	1,929,977	1,509,185
Non-Current Liabilities
Operating lease liabilities - non-current	59,356	28,208
Total Non-Current Liabilities	59,356	28,208
Total Liabilities	1,989,333	1,537,393
Commitments and Contingencies
Shareholders’ Equity
Common stock, par value $0.0001; 500,000,000 shares authorized; 132,612,342 shares issued and outstanding at September 30, 2024 and December 31, 2023	132,613	132,613
Additional paid-in capital	6,125,474	6,125,474
Statutory reserves	142,777
Accumulated deficit	(1,730,863)	(2,067,880)
Accumulated other comprehensive income (loss)	55,984	(17,399)
Total equity attributable to Kuber Resources Corporation	4,727,155	4,173,978
Total Shareholders’ Equity	4,727,155	4,173,978
Total Liabilities and Shareholders’ Equity	6,716,488	5,711,371
Series A Preferred Stock [Member]
Shareholders’ Equity
Preferred stock,value	520	520
Series B Preferred Stock [Member]
Shareholders’ Equity
Preferred stock,value	150	150
Preferred Stock [Member]
Shareholders’ Equity
Preferred stock,value	$ 500	$ 500

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common stock, shares issued	132,612,342	132,612,342
Common stock, shares outstanding	132,612,342	132,612,342
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	2,000,000	2,000,000
Preferred stock, shares issued	520,000	520,000
Preferred stock, shares outstanding	520,000	520,000
Series B Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, shares issued	150,000	150,000
Preferred stock, shares outstanding	150,000	150,000

Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 671,760	$ 12,773	$ 2,238,853	$ 68,933
Cost of revenues	75,407		244,513
Gross profit	596,353	12,773	1,994,340	68,933
Operating expenses:
Selling and marketing expense	(6,188)		6,204
General and administrative expenses	143,504	43,434	682,290	115,290
Total operating expenses	137,316	43,434	688,494	115,290
Income (loss) from operations	459,037	(30,661)	1,305,846	(46,357)
Other income (expenses):
Interest income	54	(3,941)	692	(3,941)
Interest expense		3,897
Total other income (expenses)	54	(44)	692	(3,941)
Income (loss) before income tax	459,091	(30,705)	1,306,538	(50,298)
Income tax expense	146,814		394,302
Net income (loss) from continuing operations	312,277	(30,705)	912,236	(50,298)
Discontinued operations:
Net income (loss) from discontinued operations, net of tax	(15,546)	(1,833)	(15,546)	(1,833)
Gain (loss) on disposal of discontinued operations, net of tax	(416,896)		(416,896)
Net income (loss) from discontinued operations	(432,442)	(1,833)	(432,442)	(1,833)
Net income (loss)	$ (120,165)	$ (32,538)	$ 479,794	$ (52,131)
Weighted average shares outstanding
Basic	132,612,342	132,612,342	132,612,342	132,612,342
Diluted	132,612,342	132,612,342	132,612,342	132,612,342
Earnings (loss) per share
Basic from continuing operation	$ (0.0024)	$ (0.0003)	$ 0.0069	$ (0.0004)
Diluted from continuing operation	(0.0024)	(0.0003)	0.0069	(0.0004)
Basic from discontinued operation	(0.0033)	(0.0000)	(0.0033)	(0.0000)
Diluted from discontinued operation	(0.0033)	(0.0000)	(0.0033)	(0.0000)
Total basic net income(loss) per share	(0.0009)	(0.0003)	0.0036	(0.0004)
Total diluted net income(loss) per share	$ (0.0009)	$ (0.0003)	$ 0.0036	$ (0.0004)
Other comprehensive income (loss):
Net income (loss)	$ (120,165)	$ (32,538)	$ 479,794	$ (52,131)
Foreign currency translation adjustment	73,383		73,383
Total comprehensive income (loss)	$ (46,782)	$ (32,538)	$ 555,177	$ (52,131)

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Statutory Reserves [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 520	$ 150	$ 500	$ 132,607	$ 3,924,665		$ (3,285,836)		$ 772,606
Beginning balance, shares at Dec. 31, 2022	520,000	150,000	500,000	132,606,582
Common stock issued for services				$ 6	30,171				30,177
Common stock issued for services, shares				5,760
Net income							(9,397)		(9,397)
Ending balance, value at Mar. 31, 2023	$ 520	$ 150	$ 500	$ 132,613	3,954,836		(3,295,233)		793,386
Ending balance, shares at Mar. 31, 2023	520,000	150,000	500,000	132,612,342
Net income							(10,196)		(10,196)
Ending balance, value at Jun. 30, 2023	$ 520	$ 150	$ 500	$ 132,613	3,954,836		(3,305,429)		783,190
Ending balance, shares at Jun. 30, 2023	520,000	150,000	500,000	132,612,342
Net income							(32,538)		(32,538)
Ending balance, value at Sep. 30, 2023	$ 520	$ 150	$ 500	$ 132,613	3,954,836		(3,337,967)		750,652
Ending balance, shares at Sep. 30, 2023	520,000	150,000	500,000	132,612,342
Beginning balance, value at Dec. 31, 2023	$ 520	$ 150	$ 500	$ 132,613	6,125,474		(2,067,880)	(17,399)	4,173,978
Beginning balance, shares at Dec. 31, 2023	520,000	150,000	500,000	132,606,582
Net income							610,657		610,657
Appropriations to statutory reserves						142,777	(142,777)
Foreign currency translation adjustment								(64,490)	(64,490)
Ending balance, value at Mar. 31, 2024	$ 520	$ 150	$ 500	$ 132,613	6,125,474	142,777	(1,600,000)	(81,889)	4,720,145
Ending balance, shares at Mar. 31, 2024	520,000	150,000	500,000	132,606,582
Net income							(10,698)		(10,698)
Foreign currency translation adjustment								(19,103)	(19,103)
Ending balance, value at Jun. 30, 2024	$ 520	$ 150	$ 500	$ 132,613	6,125,474	142,777	(1,610,698)	(100,992)	4,690,344
Ending balance, shares at Jun. 30, 2024	520,000	150,000	500,000	132,606,582
Net income							(120,165)		(120,165)
Foreign currency translation adjustment								156,976	156,976
Ending balance, value at Sep. 30, 2024	$ 520	$ 150	$ 500	$ 132,613	$ 6,125,474	$ 142,777	$ (1,730,863)	$ 55,984	$ 4,727,155
Ending balance, shares at Sep. 30, 2024	520,000	150,000	500,000	132,606,582

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income (loss)	$ 479,794	$ (52,131)
Less: net loss from discontinued operations, net of tax	(432,442)	(1,833)
Net income (loss) from continuing operations	912,236	(50,298)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization expense	320,548	321
Amortization of operating lease ROU assets	70,901	4,403
Shares issued for services		30,177
Changes in assets and liabilities
Decrease in accounts receivable	745,082
Increase in inventories	(93,449)
Increase in due from relates parties	(2,774,874)	(6,063)
Increase in prepaid expenses		(4,875)
(Increase) decrease in other receivables and current assets	(67,407)	7,151
(Decrease) increase in advances from customer	(106,940)	1,800
Increase in accounts payable and accrued expenses	347,748	72,605
Increase in other payables	468,548
Increase in loans payable to related parties		80,293
Decrease in contract liability		(68,933)
Decrease in operating lease liabilities	(65,078)	(4,403)
Net cash operating activities of continued operations	(242,685)	62,178
Net cash operating activities of discontinued operations	58	(24,594)
Net cash provided by (used in) operating activities	(242,627)	37,584
Cash flows from investing activities
Purchase of fixed assets	(3,677)
Loan to related party		(100)
Net cash from investing activities of continued operations	(3,677)	(100)
Net cash from investing activities of discontinued operations
Net cash used in investing activities	(3,677)	(100)
Cash flows from financing activities
Proceeds from (repayment to) in related party payables	247,513
Net cash from financing activities of continued operations	247,513
Net cash from financing activities of discontinued operations
Net cash provided by (used in) financing activities	247,513
Net increase of cash and cash equivalents	1,209	37,484
Effect of foreign currency translation on cash and cash equivalents	9
Cash and cash equivalents – beginning	143,860	218,097
Less: cash and cash equivalents of discontinued operations	41,425	41,242
Cash and cash equivalents – ending	103,653	214,339
Supplementary cash flow information:
Interest paid
Income taxes paid
Non-cash financing and investing activities:
Recognized ROU assets through lease liabilities	36,845	122,117
Acquisition of non-controlling Interest by issuance of ordinary shares

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (120,165)	$ (10,698)	$ 610,657	$ (32,538)	$ (10,196)	$ (9,397)

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Nature of Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

Note 1 – Organization and Nature of Business

On September 10, 2019, the Company filed a certificate of revival with the state of Nevada, appointing Raymond Fu as, President, Secretary, Treasurer and Director.

On September 25, 2024, the Company disposed its wholly-owned subsidiary, Asia Image, to a related party for total consideration of cash HKD3,900,000 (approximately $500,760).

KUBR and its subsidiaries Kuber HK, Grayscale HK, Grayscale WOFE, Kuber Guangdong shall be collectively referred throughout as the “Company”.

Summary of significant accounting policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of significant accounting policies

Note 2 – Summary of significant accounting policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The Company has a fiscal year end of December 31.

Principles of Consolidation

Interim Financial Statements

Use of Estimates

Functional and presentation currency

The functional currency of the Company is the currency of the primary economic environment in which the Company operates.

Exchange rates used for the translation are as follows:

Exchange rate used for the translation
US$ to RMB	Period End		Average
September 30, 2024		7.01030		7.18532
December 31, 2023		7.01700		N/A
September 30, 2023		N/A		N/A

US$ to HKD	Period End		Average
September 30, 2024		7.77330		7.81236
December 31, 2023		7.81005		N/A
September 30, 2023		7.82930		7.83357

Cash and Cash Equivalents

Accounts Receivables

Property and Equipment & Depreciation

Schedule of intangible assets
Leasehold improvements		2 years
Office furniture and equipment		3 years

Intangible Assets & Amortization

Intangible assets are stated at historical cost net of accumulated amortization. Intangible assets are depreciated on a straight-line basis over the following periods:

Schedule of intangible assets
Intellectual Property License		5 years

Impairment of Long-Lived Assets

Contract Liability

Employee Stock-Based Compensation

Revenue Recognition

●

Identify the contract(s), and subsequent amendments with the customer.

●

Identify all the performance obligations in the contract and subsequent amendments.

●

Determine the transaction price for completing performance obligations.

●

Allocate the transaction price to the performance obligations in the contract.

●

Recognize the revenue when, or as, the Company satisfies a performance obligation.

Sales of goods

The Company manufactures wood panels which it sells to customers.

Formaldehyde treatment services

The Company provides formaldehyde removal services.

Advertising Costs

All costs related to advertising are expensed in the period incurred. Advertising costs charged to operations were $nil and $nil, for the nine months ended September 30, 2024 and 2023, respectively.

Provision for Income Taxes

Earnings Per Share

Contingencies

Fair Value Measurements

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

Segment Reporting

Recent Accounting Pronouncements

Going Concern

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3- Going Concern

Accounts receivables, net

9 Months Ended

Sep. 30, 2024

Credit Loss [Abstract]

Accounts receivables, net

Note 4 – Accounts receivables, net

Accounts receivables, net is comprised of the following:

Schedule of accounts receivables, net
	September 30, 2024		December 31, 2023
Accounts receivables		353,615		1,102,097
Allowance for doubtful accounts		-		-
Total, net		353,615		1,102,097

Bad debt expense (recoveries) was $nil and $nil for the nine months ended September 30, 2024 and 2023, respectively.

Property and equipment, net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and equipment, net

Note 5 - Property and equipment, net

Property and equipment, net comprised of the following:

Schedule of property and equipment, net
	September 30, 2024			December 31, 2023
At Cost:
Equipment		1,288			1,288
Furniture and fixtures		572			572
		1,860			1,860

Less: Accumulated depreciation		(1,860	)		(1,757	)
Total, net		-			103

Depreciation expenses was $103 and $321 for the nine months ended September 30, 2024 and 2023, respectively.

Intangible assets, net

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

Note 6 – Intangible assets, net

Intangible asset, net comprised of the following:

Intangible assets, net
	September 30, 2024			December 31, 2023
At Cost:
Intellectual Property License		2,159,842			2,159,842
		2,159,482			2,159,842

Less: Accumulated amortization		(389,887	)		(89,993	)
Total, net		1,769,955			2,069,849

The intellectual property license comprises of a five-year non-exclusive license to utilize certain intellectual property pertaining to wood panel manufacturing within China.

Related party transactions

9 Months Ended

Sep. 30, 2024

Related party transactions

Note 7 – Related party transactions

Related parties receivables comprised of the following:

Related parties receivables
	September 30, 2024		December 31, 2023
Shenzhen Guangfeng High Performance Wood Products Technology Co., Ltd (1)	$	354,693	$	1,110,135
Gongfa (Guangdong) New Material Technology Co., Ltd. (2)		3,614,909		-
Mr. Raymond Fu (3)		194,898		-
Total	$	4,164,501	$	1,110,135

(1)

(2)

(3)

The balances above are unsecured, non-interest bearing and it is repayable on demand.

Related parties payables comprised of the following:

Related parties payables
	September 30, 2024		December 31, 2023
Mr. Li JiYong (1)	$	-	$	42
Mr. Raymond Fu (2)		-		40,905
Mr. Wang QingJian (3)		-		17,588
Total	$	-	$	58,535

(1)

Amounts payable to Mr. Li JiYong, the legal Representative of the Company, comprised of advances made to the Company for working capital purposes.

(2)

Amounts payable to Mr. Raymond Fu, CEO, director and controlling shareholder of the Company, comprised of advances made to the Company for working capital purposes.

(3)

Amounts payable to Mr. Wang QingJian, COO of the Company, comprised of amounts payable for formaldehyde removal services.

The balances above are unsecured, non-interest bearing and it is repayable on demand.

Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity

Note 8 – Equity

Preferred Stock

Series A Convertible Preferred Stock

As of September 30, 2024 and December 31, 2023, the Company has 520,000 Series A Convertible preferred shares issued and outstanding.

Series B Convertible Preferred Stock

The Company has designated and is authorized to issued 1,000,000 shares of Series B Convertible Preferred Stock, $0.001 par value.

As of September 30, 2024 and December 31, 2023, the Company has 150,000 shares of Series B Convertible preferred shares issued and outstanding, respectively.

Common stock

The Company is authorized to issue 500,000,000 shares are Common Stock, $0.001 par value.

On February 22, 2023, the Company issued 3,510 shares of common stock valued at $5.20 per share to certain individuals for consulting services valued at $18,252.

On March 30, 2023, the Company issued 2,250 shares of common stock valued at $5.30 per share to certain individuals for consulting services valued at $11,925.

As of September 30, 2024 and December 31, 2023, the Company has 132,612,342 and 132,612,342 shares of common stock issued and outstanding, respectively.

Additional paid-in capital

Disposal of Subsidiary

9 Months Ended

Sep. 30, 2024

Disposal Of Subsidiary

Disposal of Subsidiary

Note 9 - Disposal of Subsidiary

The net assets of Asia Image at the disposal date were as follows:


Assets and Liabilities	Amounts
Cash and Cash Equivalents	$	41,425
Advances to suppliers		1,087,589
Total assets		1,129,014
Accounts payable and accrued liabilities		8,508
Due to related parties		202,850
Total liabilities		211,358
Net assets disposed		917,656

The results of Asia Image have been classified as discontinued operations for all periods presented, in accordance with ASC 205-20, “Discontinued Operations.”

Income taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income taxes

Note 10 – Income taxes

United States

Hong Kong

PRC

The following table summarizes the taxable income (loss) before income taxes by jurisdiction:


	Nine months ended September 30,
	2024			2023
United States	$	(46,750	)	$	(50,298	)
Hong Kong		(58,406	)
China		1,411,694
Total taxable income (loss)	$	1,306,538		$	(50,298	)

The following table summarizes a reconciliation of income tax rates for operations, calculated at the statutory tax rate to total income tax expense (benefit):


	Nine months ended September 30,
	2024		2023
Income (Loss) before income tax expenses	$	1,306,538	$	(50,298	)
Income tax expenses (benefits) computed at statutory tax rates		333,469		(10,563	)
Foreign tax rate differential		-		-
Effect of deductible research and development expenses		40,317		-
Effect of temporary differences		1,061		-
Effect of change in valuation allowance		19,455		10,563
Income tax expenses (benefits)	$	394,302	$	-

Concentrations, Risks, and Uncertainties

9 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

Concentrations, Risks, and Uncertainties

Note 11 – Concentrations, Risks, and Uncertainties

Credit risk

Concentration

For the nine months ended September 30, 2024, three customers accounted for 10% or more of the Company’s total net sales revenues.

As of September 30, 2024, three customers accounted for 10% or more of the Company’s total accounts receivable.

For the nine months ended September 30, 2024, two suppliers accounted for 10% or more of the Company’s total net purchases.

As of September 30, 2024, three suppliers accounted for 10% or more of the Company’s total accounts payable.

Unissued VAT invoices

As of today, the Company has not received any notice from the local housing authority or any claim from our current and former employees.

Restriction on cash disbursement on bank account

It is important to note that the amounts receivable from the related party are subject to periodic reconciliation and may fluctuate over time based on sales activities and remittance schedules.

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

Note 12 - Leases

Operating Lease

The Company has three operating leases for its office space and manufacturing equipment and facility.

Operating lease expenses were $47,246 and $nil 00 for the nine months ended September 30, 2024 and 2023, respectively.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

Schedule of lease cost
	Nine months ended September 30,
	2024			2023
Lease cost
Operating lease cost	$	61,671		$	-

Other Information
Cash paid for amounts included in the measurement of lease liabilities	$	65,078		$	-
Weighted average remaining lease term – operating leases (in years)		1.91			-
Average discount rate – operating lease		4.67	%		-	%

The supplemental balance sheet information related to leases is as follows:


	September 30, 2024		December 31, 2023
Operating leases
Right-of-use assets, net	$	126,408	$	154,316
Operating lease liabilities	$	137,885	$	159,744

The undiscounted future minimum lease payment schedule as follows:


For the year ending December 31,
2024 (three months remaining)	35,393
2025	60,924
2026	46,615
Thereafter	-
Total undiscounted lease payments	142,932
Less: interest	(4,384	)
Total lease liabilities	137,885

Subsequent Event

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

Note 13 – Subsequent Event

In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements were available to be issued, there were no material subsequent events.

Acquisition of Gongfa Materials Co., Limited

Cancellation of the Series B Preferred Stock

Summary of significant accounting policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The Company has a fiscal year end of December 31.

Principles of Consolidation

Principles of Consolidation

Interim Financial Statements

Interim Financial Statements

Use of Estimates

Use of Estimates

Functional and presentation currency

Functional and presentation currency

The functional currency of the Company is the currency of the primary economic environment in which the Company operates.

Exchange rates used for the translation are as follows:

Exchange rate used for the translation
US$ to RMB	Period End		Average
September 30, 2024		7.01030		7.18532
December 31, 2023		7.01700		N/A
September 30, 2023		N/A		N/A

US$ to HKD	Period End		Average
September 30, 2024		7.77330		7.81236
December 31, 2023		7.81005		N/A
September 30, 2023		7.82930		7.83357

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivables

Accounts Receivables

Property and Equipment & Depreciation

Property and Equipment & Depreciation

Schedule of intangible assets
Leasehold improvements		2 years
Office furniture and equipment		3 years

Intangible Assets & Amortization

Intangible Assets & Amortization

Intangible assets are stated at historical cost net of accumulated amortization. Intangible assets are depreciated on a straight-line basis over the following periods:

Schedule of intangible assets
Intellectual Property License		5 years

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Contract Liability

Contract Liability

Employee Stock-Based Compensation

Employee Stock-Based Compensation

Revenue Recognition

Revenue Recognition

●

Identify the contract(s), and subsequent amendments with the customer.

●

Identify all the performance obligations in the contract and subsequent amendments.

●

Determine the transaction price for completing performance obligations.

●

Allocate the transaction price to the performance obligations in the contract.

●

Recognize the revenue when, or as, the Company satisfies a performance obligation.

Sales of goods

The Company manufactures wood panels which it sells to customers.

Formaldehyde treatment services

The Company provides formaldehyde removal services.

Advertising Costs

Advertising Costs

All costs related to advertising are expensed in the period incurred. Advertising costs charged to operations were $nil and $nil, for the nine months ended September 30, 2024 and 2023, respectively.

Provision for Income Taxes

Provision for Income Taxes

Earnings Per Share

Earnings Per Share

Contingencies

Contingencies

Fair Value Measurements

Fair Value Measurements

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

Segment Reporting

Segment Reporting

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of significant accounting policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Exchange rate used for the translation

Exchange rate used for the translation
US$ to RMB	Period End		Average
September 30, 2024		7.01030		7.18532
December 31, 2023		7.01700		N/A
September 30, 2023		N/A		N/A

US$ to HKD	Period End		Average
September 30, 2024		7.77330		7.81236
December 31, 2023		7.81005		N/A
September 30, 2023		7.82930		7.83357

Schedule of intangible assets

Schedule of intangible assets
Leasehold improvements		2 years
Office furniture and equipment		3 years

Schedule of intangible assets

Schedule of intangible assets
Intellectual Property License		5 years

Accounts receivables, net (Tables)

9 Months Ended

Sep. 30, 2024

Credit Loss [Abstract]

Schedule of accounts receivables, net

Schedule of accounts receivables, net
	September 30, 2024		December 31, 2023
Accounts receivables		353,615		1,102,097
Allowance for doubtful accounts		-		-
Total, net		353,615		1,102,097

Property and equipment, net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

Schedule of property and equipment, net
	September 30, 2024			December 31, 2023
At Cost:
Equipment		1,288			1,288
Furniture and fixtures		572			572
		1,860			1,860

Less: Accumulated depreciation		(1,860	)		(1,757	)
Total, net		-			103

Intangible assets, net (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

Intangible assets, net
	September 30, 2024			December 31, 2023
At Cost:
Intellectual Property License		2,159,842			2,159,842
		2,159,482			2,159,842

Less: Accumulated amortization		(389,887	)		(89,993	)
Total, net		1,769,955			2,069,849

Related party transactions (Tables)

9 Months Ended

Sep. 30, 2024

Related parties receivables

Related parties receivables
	September 30, 2024		December 31, 2023
Shenzhen Guangfeng High Performance Wood Products Technology Co., Ltd (1)	$	354,693	$	1,110,135
Gongfa (Guangdong) New Material Technology Co., Ltd. (2)		3,614,909		-
Mr. Raymond Fu (3)		194,898		-
Total	$	4,164,501	$	1,110,135

(1)

(2)

(3)

Related parties payables

Related parties payables
	September 30, 2024		December 31, 2023
Mr. Li JiYong (1)	$	-	$	42
Mr. Raymond Fu (2)		-		40,905
Mr. Wang QingJian (3)		-		17,588
Total	$	-	$	58,535

(1)

Amounts payable to Mr. Li JiYong, the legal Representative of the Company, comprised of advances made to the Company for working capital purposes.

(2)

Amounts payable to Mr. Raymond Fu, CEO, director and controlling shareholder of the Company, comprised of advances made to the Company for working capital purposes.

(3)

Amounts payable to Mr. Wang QingJian, COO of the Company, comprised of amounts payable for formaldehyde removal services.

Disposal of Subsidiary (Tables)

9 Months Ended

Sep. 30, 2024

Disposal Of Subsidiary

Schedule of net assets of Asia Image at the disposal date


Assets and Liabilities	Amounts
Cash and Cash Equivalents	$	41,425
Advances to suppliers		1,087,589
Total assets		1,129,014
Accounts payable and accrued liabilities		8,508
Due to related parties		202,850
Total liabilities		211,358
Net assets disposed		917,656

Income taxes (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of income (loss) before income taxes


	Nine months ended September 30,
	2024			2023
United States	$	(46,750	)	$	(50,298	)
Hong Kong		(58,406	)
China		1,411,694
Total taxable income (loss)	$	1,306,538		$	(50,298	)

Schedule of reconciliation of income tax expense


	Nine months ended September 30,
	2024		2023
Income (Loss) before income tax expenses	$	1,306,538	$	(50,298	)
Income tax expenses (benefits) computed at statutory tax rates		333,469		(10,563	)
Foreign tax rate differential		-		-
Effect of deductible research and development expenses		40,317		-
Effect of temporary differences		1,061		-
Effect of change in valuation allowance		19,455		10,563
Income tax expenses (benefits)	$	394,302	$	-

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of lease cost

Schedule of lease cost
	Nine months ended September 30,
	2024			2023
Lease cost
Operating lease cost	$	61,671		$	-

Other Information
Cash paid for amounts included in the measurement of lease liabilities	$	65,078		$	-
Weighted average remaining lease term – operating leases (in years)		1.91			-
Average discount rate – operating lease		4.67	%		-	%

Schedule of supplemental balance sheet information related to leases


	September 30, 2024		December 31, 2023
Operating leases
Right-of-use assets, net	$	126,408	$	154,316
Operating lease liabilities	$	137,885	$	159,744

Schedule of future minimum lease payment


For the year ending December 31,
2024 (three months remaining)	35,393
2025	60,924
2026	46,615
Thereafter	-
Total undiscounted lease payments	142,932
Less: interest	(4,384	)
Total lease liabilities	137,885

Organization and Nature of Business (Details Narrative)	1 Months Ended
Organization and Nature of Business (Details Narrative)	Sep. 25, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Total consideration	$ 500,760

Summary of significant accounting policies (Details)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Period End [Member] \| China, Yuan Renminbi
Intra-Entity Foreign Currency Balance [Line Items]
Exchange rate	7.01030	7.01700
Period End [Member] \| Hong Kong, Dollars
Intra-Entity Foreign Currency Balance [Line Items]
Exchange rate	7.77330	7.81005	7.82930
Average [Member] \| China, Yuan Renminbi
Intra-Entity Foreign Currency Balance [Line Items]
Exchange rate	7.18532
Average [Member] \| Hong Kong, Dollars
Intra-Entity Foreign Currency Balance [Line Items]
Exchange rate	7.81236		7.83357

Summary of significant accounting policies (Details 1)	Sep. 30, 2024
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment estimated useful life	2 years
Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment estimated useful life	3 years

Summary of significant accounting policies (Details 2)	Sep. 30, 2024
Accounting Policies [Abstract]
Intangible Assets useful life	5 years

Summary of significant accounting policies (Details Narrative)	9 Months Ended
	Sep. 30, 2024 shares
Accounting Policies [Abstract]
Antidilutive securities shares	150,520,000

Going Concern (Details Narrative)	Sep. 30, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated Deficit	$ 1,730,863
Working capital deficit	$ 2,886,379

Accounts receivables, net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Credit Loss [Abstract]
Accounts receivables	$ 353,615	$ 1,102,097
Allowance for doubtful accounts
Total, net	$ 353,615	$ 1,102,097

Property and equipment, net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,860	$ 1,860
Less: Accumulated depreciation	(1,860)	(1,757)
Total, net		103
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,288	1,288
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 572	$ 572

Property and equipment, net (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 103	$ 321

Intangible assets, net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 2,159,482	$ 2,159,842
Less: Accumulated amortization	(389,887)	(89,993)
Total, net	1,769,955	2,069,849
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 2,159,842	$ 2,159,842

Intangible assets, net (Details Narrative) - USD ($)	9 Months Ended
Intangible assets, net (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 299,894
Impairment loss	$ 0	$ 0

Related party transactions (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

Related parties receivables

$ 4,164,501

$ 1,110,135

Shenzhen Guangfeng High Performance Wood Products Technology Co Ltd [Member]

Related parties receivables

^[1]

354,693

1,110,135

Gongfa Guangdong New Material Technology Co Ltd [Member]

Related parties receivables

^[2]

3,614,909

Mr Raymond Fu [Member]

Related parties receivables

^[3]

$ 194,898

[1]	Amounts receivable from Shenzhen Guangfeng High Performance Wood Products Technology Co., Ltd formerly Shenzhen Junfeng Wood Chain Network Technology Co., Ltd., where Mr. Li JiYong serves as the legal representative, comprised of receivables for funds collected on behalf of the Company. Refer to Note 11.
[2]	Amounts receivable from Gongfa (Guangdong) New Material Technology Co., Ltd., where Mr. Li JiYong is a significant shareholder of the entity and serves as the director of the entity, comprised of amounts advanced for the purpose of acquiring 61% equity interest in the said entity for which the transaction has not been finalized.
[3]	Amounts receivable from Mr. Raymond Fu, CEO, director and controlling shareholder of the Company, comprised of proceeds receivable from the sale of a disposed subsidiary, which are netted against the advances Mr. Fu made to the Company to support its working capital.

Related party transactions (Details 1) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

Related parties payables

$ 58,535

Mr. Li Ji Yong [Member]

Related parties payables

^[1]

Mr. Raymond Fu [Member]

Related parties payables

^[2]

40,905

Mr Wang Qing Jian [Member]

Related parties payables

^[3]

$ 17,588

[1]	Amounts payable to Mr. Li JiYong, the legal Representative of the Company, comprised of advances made to the Company for working capital purposes.
[2]	Amounts payable to Mr. Raymond Fu, CEO, director and controlling shareholder of the Company, comprised of advances made to the Company for working capital purposes.
[3]	Amounts payable to Mr. Wang QingJian, COO of the Company, comprised of amounts payable for formaldehyde removal services.

Equity (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
Equity (Details Narrative) - USD ($)	Mar. 30, 2023	Feb. 22, 2023	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized			10,000,000	10,000,000
Preferred stock, par value (in dollars per share)			$ 0.001	$ 0.001
Preferred stock, shares issued			500,000	500,000
Preferred stock, shares outstanding			500,000	500,000
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			132,612,342	132,612,342
Common stock, shares outstanding			132,612,342	132,612,342
Capital contribution			$ 2,170,638
Common Stock [Member] \| Consulting Services [Member]
Class of Stock [Line Items]
Number of shares for acquired	2,250	3,510
Common stock, par value (in dollars per share)	$ 5.30	$ 5.20
Repayments of Related Party Debt	$ 11,925	$ 18,252
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			2,000,000	2,000,000
Preferred stock, par value (in dollars per share)			$ 0.001	$ 0.001
Preferred stock, shares issued			520,000	520,000
Preferred stock, shares outstanding			520,000	520,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value (in dollars per share)			$ 0.001	$ 0.001
Preferred stock, shares issued			150,000	150,000
Preferred stock, shares outstanding			150,000	150,000
Preferred stock, voting rights			The Series B Preferred Stock shall vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on a 1,000 for one basis. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not be subject to adjustment unless specifically authorized.
Original issue price			$ 0.001
Convertible Common Stock [Member]
Class of Stock [Line Items]
Preferred stock, convertible, conversion ratio			1,000

Disposal of Subsidiary (Details) - USD ($)	Sep. 25, 2024	Dec. 31, 2023
Assets and Liabilities
Net assets disposed		$ 13,804
Asia Image [Member]
Assets and Liabilities
Cash and Cash Equivalents	$ 41,425
Advances to suppliers	1,087,589
Total assets	1,129,014
Accounts payable and accrued liabilities	8,508
Due to related parties	202,850
Total liabilities	211,358
Net assets disposed	$ 917,656

Disposal of Subsidiary (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
Disposal of Subsidiary (Details Narrative) - USD ($)	Sep. 25, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Equity Method Investments [Line Items]
Net loss		$ (432,442)	$ (1,833)	$ (432,442)	$ (1,833)
Asia Image [Member]
Schedule of Equity Method Investments [Line Items]
Consideration amount	$ 500,760
Net loss	416,896
Asia Image [Member] \| Raymond Fu [Member]
Schedule of Equity Method Investments [Line Items]
Consideration amount	$ 500,760

Income taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income taxes (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total taxable income (loss)	$ 459,091	$ (30,705)	$ 1,306,538	$ (50,298)
UNITED STATES
Total taxable income (loss)			(46,750)	$ (50,298)
HONG KONG
Total taxable income (loss)			(58,406)
CHINA
Total taxable income (loss)			$ 1,411,694

Income taxes (Details 1) - USD ($)	3 Months Ended		9 Months Ended
Income taxes (Details 1) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income (Loss) before income tax expenses			$ 1,306,538	$ (50,298)
Income tax expenses (benefits) computed at statutory tax rates			333,469	(10,563)
Foreign tax rate differential
Effect of deductible research and development expenses			40,317
Effect of temporary differences			1,061
Effect of change in valuation allowance			19,455	10,563
Income tax expenses (benefits)	$ 146,814		$ 394,302

Income taxes (Details Narrative) - USD ($)	9 Months Ended
Income taxes (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Estimated tax rate	21.00%
Deferred tax assets	$ 181,421	$ 171,603

Concentrations, Risks, and Uncertainties (Details Narrative)	9 Months Ended
	Sep. 30, 2024 USD ($)
Concentration Risk [Line Items]
Sales issued	$ 3,973,549
Receivable from related party	$ 354,693
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Three Customer [Member]
Concentration Risk [Line Items]
Concentration percentage	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Three Customer [Member]
Concentration Risk [Line Items]
Concentration percentage	10.00%
Purchases [Member] \| Customer Concentration Risk [Member] \| Two Supplier [Member]
Concentration Risk [Line Items]
Concentration percentage	10.00%
Accounts Payable [Member] \| Customer Concentration Risk [Member] \| Three Supplier [Member]
Concentration Risk [Line Items]
Concentration percentage	10.00%

Leases (Details) - USD ($)	9 Months Ended
Leases (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Lease cost
Operating lease cost	$ 61,671
Cash paid for amounts included in the measurement of lease liabilities	$ 65,078
Operating Lease, Weighted Average Remaining Lease Term	1 year 10 months 28 days
Operating Lease, Weighted Average Discount Rate, Percent	4.67%	(0.00%)

Leases (Details 1) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Operating leases
Right-of-use assets, net	$ 126,408	$ 154,316
Operating lease liabilities	$ 137,885	$ 159,744

Leases (Details 2)	Sep. 30, 2024 USD ($)
Leases [Abstract]
2024 (three months remaining)	$ 35,393
2025	60,924
2026	46,615
Thereafter
Total undiscounted lease payments	142,932
Less: interest	(4,384)
Total lease liabilities	$ 137,885

Leases (Details Narrative) - USD ($)	9 Months Ended
Leases (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Operating lease expenses	$ 47,246	$ 0
Minimum [Member]
Borrowing rate	4.35%
Maximum [Member]
Borrowing rate	5.63%

Subsequent Event (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
Subsequent Event (Details Narrative) - USD ($)	Nov. 04, 2024	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock value		$ 132,613		$ 132,613
Common stock, par value		$ 0.0001		$ 0.0001
Gongfa Materials Co Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock value		$ 130,000,000
Common stock, par value		$ 4.80
Description of shares issues		The number of shares issuable at closing is subject to adjustment based on a valuation report to be received by the Company within 14 to 45 days of September 30, 2024, which will confirm the value of Gongfa.
Description of shares occur			The issuance of shares is expected to occur no less than 45 days after receiving the valuation report, with the transaction anticipated to close in the fourth quarter of 2024, pending customary closing conditions.
Chuang Fu [Member] \| Stock Cancellation Agreement [Member] \| Series B Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cancellation of shares	150,000
Stock cancellation per value	$ 0.001
Stock exchange value	$ 100

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