The following discussion of the results of operations and financial condition
should be read in conjunction with our condensed consolidated financial
statements and notes thereto included in Item 1 of this part. This report,
including the information incorporated by reference, contains forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
The use of any of the words "believe," "expect," "anticipate," "plan,"
"estimate," and similar expressions are intended to identify such statements.
Forward-looking statements include statements concerning our possible or assumed
future results. The actual results that we achieve may differ materially from
those discussed in such forward-looking statements due to the risks and
uncertainties described in the Risk Factors section of this report, in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and in other sections of this report, as well as in our annual
report on Form 10-K. We undertake no obligation to update any forward-looking
statements.
Overview
Corporate History and Structure
We were incorporated on June 28, 2010 in the State of Nevada under the name
"Island Radio, Inc." and changed our name to "China Herb Group Holdings
Corporation" effective July 17, 2012. On December 9, 2019, the Company changed
its corporate name to "Tengjun Biotechnology Corp."
On June 27, 2012, Eric R. Boyer and Nina Edstrom (collectively, the "Sellers"),
who were then the major shareholders of the Company, entered into a Share
Purchase Agreement with Chin Yung Kong, Qiuping Lu and Fumin Feng (collectively,
the "Purchasers"), pursuant to which the Sellers sold to the Purchasers an
aggregate 4,000,000 shares of the common stock of the Company, which represented
approximately 93% of the then total issued and outstanding stock of the Company,
for a total purchase price of $159,970 (the "Change in Control"). As result of
this share purchase transaction, Chin Yung Kong, Qiuping Lu and Fumin Feng
became the controlling shareholders of the Company.
Acquisitions/Business Combinations
On December 23, 2021, the Company entered into a Share Purchase/Exchange
Agreement (the "Share Exchange Agreement") with Tengjunxiang Biotechnology Ltd.
(the "Target"), a Cayman Islands corporation, and the Target's eleven
shareholders (the "Selling Shareholders"): Min Xing Biotechnolgy Ltd, Pastoral
Technology Co., Ltd., Shu Zhilin Trading Co., Ltd., Teng Rui Xiang Bio-Tech
Ltd., Aihua Trading Co., Ltd, Rock Climbing Technology, Langtaosha Trading Co.,
Ltd., Min Cheng Biotechnology Ltd, Kangfan Technology Co., Ltd., Chaorong
Technology Co., Ltd., and Shengrui Biotechnology Co., Ltd. In accordance with
the Share Exchange Agreement, on December 23, 2021, the Selling Shareholders
collectively sold and transferred 500,000,000 ordinary shares of the Target,
constituting one hundred percent (100%) of the issued and outstanding share
capital of the Target, to the Company in exchange for 19,285,714 shares of
Company's common stock, par value $0.001 per share (the "Tengjun Shares"), at an
agreed price of $0.19 per share of the Company's common stock (the "Common
Stock") for a total valuation of $3,675,000 of the Target.
In connection with the acquisition of the Target pursuant to the Share Exchange
Agreement, the Company is entering into the Chinese tea and water purifier
business through its newly acquired subsidiary the Target Company, which owns
four corporate entities: (i) Tengjunxiang Biotechnology HK Limited ("Tengjun
HK"), a company formed in Hong Kong and wholly owned by the Target, (ii)
Shandong Minfu Biotechnology Co., Ltd. ("WFOE"), a wholly foreign owned entity
formed under the laws of China and wholly owned by Tengjun HK, (iii) Shandong
Tengjunxiang Biotechnology Co., Ltd. ("Shangdong Tengjunxiang"), a company
formed under the laws of China and 94.95% owned by WFOE, and (iv) Jinxiang
County Kanglong Water Purification Equipment Co. Ltd. ("Kanglong"), a company
formed under the laws of China and wholly-owned subsidiary of Shandong
Tengjunxiang. The parties to this Agreement closed the transaction contemplated
therein on December 23, 2021.
The Target was incorporated on July 19, 2021 under the laws of the Cayman
Islands. The authorized capital stock of the Target is 500,000,000 ordinary
shares, all of which were issued and outstanding prior to the closing of the
Acquisition. Shangdong Tengjunxiang, our operating company, was formed on June
27, 2014, under the laws of China. Promptly after the Closing, the Target shall
update the shareholder registration of the Target to effect the Share Exchange
Agreement. The Share Exchange Agreement was signed and agreed by and among all
of the shareholders and/or beneficial owners of the Target, the Target and the
Company.
17
As a result of the consummation of the Acquisition on December 23, 2021 as
discussed above, the Target became a wholly-owned subsidiary of the Company and
the business of the Target became the business of the Company.
The diagram below illustrates our corporate structure following the Acquisition:
[[Image Removed]]
We have limited operations and are currently generating limited revenues from
our business operations. Our independent registered public accounting firm has
issued a going concern opinion for the year ended December 31, 2021. This means
that our auditors believe there is substantial doubt that we can continue as an
on-going business for the next 12 months. Accordingly, we may have to raise
additional cash from various sources, including operations, controlling
shareholders' investments and debt and equity financing from third party
investors.
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Results of Operations
Results of Operations - Three Months Ended March 31, 2022 Compared to Three
Months Ended March 31, 2021.
The following table sets forth information from our statements of comprehensive
income for the three months ended March 31, 2022 and 2021:
Three Months Ended
March 31, Change
2022 2021 (Amount) (Percent)
Sales revenue $ 4,284,114 $ - $ 4,284,114 * %
Cost of Goods Sold (370,064 ) - (370,064 ) * %
Gross Profit 3,914,050 - 3,914,050 * %
Operating Expenses (3,588,312 ) (161,126 ) (3,427,186 ) 2,127 %
Operating Income (Loss) 325,738 (161,126 ) 486,864 (302 )%
Interest Income (Expense) 24 (4,973 ) 4,997 (100 )%
Income Tax Provision (92,955 ) - (92,955 ) * %
Net Income (Loss) 232,807 (166,099 ) 398,906 (240 )%
Comprehensive Income (loss) $ 223,369 $ (159,502 ) $ 382,871 (240 )%
Revenues
We generated $4,284,114 and $0 in revenues for the three months ended March 31,
2022 and 2021, respectively. The Company did not generate any revenue during the
three months ended March 31, 2021 due to the impact of COVID-19.
The following is the sales breakdown by segment during the three months ended
March 31, 2022 and 2021:
For the three months ended
March 31,
2022 2021
Dandelion teas $ 3,463,678 81 % $ - - %
Water purifier 820,436 19 % - - %
Total
$ 4,284,114 100 % $ - - %
During the three months ended March 31, 2022, sales of Dandelion teas generated
$3,463,678 in revenue, constituting approximately 81% of the total revenue for
that quarter, and sales of water purifiers generated $820,436 in revenue,
representing approximately 19% of the total revenue for such quarter.
Cost of Goods Sold
Our cost of goods sold was $370,064 and $0 for the three months ended March 31,
2022 and 2021, respectively. During the three months ended March 31, 2022, cost
of sales of dandelion teas was $273,847, constituting approximately 74% of the
total cost of goods sold, and cost of sales of water purifiers was $96,217,
representing approximately 26% of the total cost of goods sold. The Company did
not incur any cost in the three months ended March 31, 2021 because there were
no sales during the first quarter of 2021.
Gross Margin
The following table presents gross margin by segment for three months ended
March 31, 2022 and 2021:
For the three months ended
March 31,
2022 2021
Dandelion teas $ 3,189,831 81 % $ - - %
Water purifier 724,419 19 % - - %
Total
$ 3,914,050 100 % $ - - %
The gross profit as a percentage of net revenue for the Dandelion teas was 92%
for the three months ended March 31, 2022. The gross profit as a percentage of
net revenue for water purifiers was approximately 88% for the three months ended
March 31, 2022.
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Selling and Marketing Expenses
Our selling and marketing expenses primarily consist of sales commission,
advertising and product promotion expenses. Our selling and marketing expenses
were $3,357,973 for the three months ended March 31, 2022 as compared to $3,459
for the three months ended March 31, 2021. Our total selling and marketing
expenses increased by $3,354,514 or 96979% during the three months ended March
31, 2022, compared to the same period in 2021. Such increase in selling and
marketing expenses was mainly due to the significant increase in sales
commission.
General and administrative expenses
Our general and administrative expenses primarily consist of payroll and benefit
costs for corporate employees, legal, consulting, professional expenses, rental
expenses and other corporate overhead costs.
The general and administrative expenses was $230,339 for the three months ended
March 31, 2022 as compared to $157,667 for the three months ended March 31,
2021. Our general and administrative expenses increased by $72,672 or 46% during
the three months ended March 31, 2022, compared to the same period in 2021. Such
increase in general and administrative expenses was mainly due to the increase
in legal, accounting, printing, and stock transfer agent fees that were
associated with the Company's merger and acquisition activities and SEC filings.
Interest income (expense)
Interest income (expense) was $24 for the three months ended March 31, 2022 as
compared to $(4,973) for the three months ended March 31, 2021. Our total
interest expense decreased by $(4,997) or 100% during the three months ended
March 31, 2022, compared to the same period in 2021. The decrease in interest
expense was primarily due to the repayment of short-term bank loan on March 17,
2021.
Net Income (Loss)
Our net income was $232,807 for the three months ended March 31, 2022 as
compared to net loss of $166,099 for the three months ended March 31, 2021,
increased by $398,906 or 240% as a result of the above factors.
Foreign Currency Translation Loss
We had $9,438 in foreign currency translation loss during the three months ended
March 31, 2022 as compared to $6,597 in foreign currency translation gain during
the three months ended March 31, 2021, reflecting a change of $16,035 or 243%.
Such increase in foreign currency translation loss was primarily caused by the
currency exchange rate fluctuation.
Liquidity and Capital Resources
Working Capital
Change
March 31, December 31,
2022 2021 (Amount) (Percent)
Current Assets $ 5,277,371 $ 4,628,531 634,840 14 %
Current Liabilities $ 16,755,289 $ 16,316,116 439,713 3 %
Working Capital (deficit) $ (11,477,918 ) $ (11,687,585 ) 209,667 (2 )%
Our working capital deficit was $11,477,918 as of March 31, 2022 as compared to
$11,687,585 as of December 31, 2021, a decrease of $209,667 or 2%. The decrease
in working capital deficiency is primarily due to the increase in cash and cash
equivalents during the three months ended March 31, 2022.
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Cash Flow from Operating Activities
Our net cash provided by operating activities were $1,260,939 for the three
months ended March 31, 2022 as compared to $108,185 of net cash used for
operating activities the three months ended March 31, 2021, reflecting an
increase of $1,369,124 or 1266%. The increase was primarily due to the increased
net income, decrease in inventories, prepaid taxes, and increase in taxes
payable during the three months ended March 31, 2022 compared to the three
months ended March 31, 2021.
Cash Flow from Investing Activities
Our net cash used in investing activities was $48,473 for the three months ended
March 31, 2022 as compared to that of $186,176 for the three months ended March
31, 2021, reflecting a decrease of $137,703 or 74%. The decrease was primarily
due to the decrease in payment for construction in progress, and the increase in
payment for equipment during the three months ended March 31, 2022 as compared
to those items in the three months ended March 31, 2021.
Cash Flow from Financing Activities
Our net cash provided by financing activities were $190,716 for the three months
ended March 31, 2022 as compared to that of $298,984 for the three months ended
March 31, 2021, representing a decrease of $108,268 or 36%. The increase was
primarily due to the decreased cash inflow from loans from related parties
during the three months ended March 31, 2022.
Off-Balance Sheet Arrangements
As of March 31, 2022, we did not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capital resources
that is material to investors.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with Generally Accepted
Accounting Principles ("GAAP") of the United States, which requires management
to make certain estimates and apply judgments. We base our estimates and
judgments on historical experience, current trends and other factors that
management believes to be important at the time the financial statements are
prepared. On a regular basis, we review our accounting policies and how they are
applied and disclosed in our financial statements.
While we believe that the historical experience, current trends and other
factors considered support the preparation of our financial statements in
conformity with GAAP, actual results could differ from our estimates and such
differences could be material.
Inventories
Our inventories primarily consist of dandelion teas and water purifiers.
Inventories are valued at the lower of cost (determined on a weighted average
basis) and net realizable value. Inventories consist of raw materials, goods in
process, and finished goods. We review our inventories regularly for possible
obsolete goods and establishes reserves when determined necessary. As of March
31, 2022 and December 31, 2021, the allowance for obsolete inventories was $0
and $0, respectively.
21
Construction in Progress
Construction in progress represents direct costs of construction, interest and
design fees incurred. No interest was capitalized for the three months ended
March 31, 2022 and 2021. Capitalization of these costs ceases and the
construction in progress is transferred to property, plant, and equipment when
substantially all the activities necessary to prepare the assets for their
intended use are completed. No depreciation is recognized until it is completed
and ready for intended use. Construction in progress as of March 31, 2022 and
December 31, 2021 was $8,818,289 and $8,726,299, respectively.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from
Contracts with Customers. To determine the revenue to be recognized, the Company
applies the following five-step model:
? identify arrangements with customers;
? identify performance obligations;
? determine transaction price;
? allocate transaction price to the separate performance obligations in the
arrangement, if more than one exists; and
? recognize revenue as performance obligations are satisfied.
The Company generates revenues mainly from sales of packaged dandelion teas and
water purifiers. Revenue from the sales of goods is recognized when the control
over the promised goods is transferred to customers.
Cash payments received or due from customers before revenue recognized are
recorded as advances from customers. The advance from customers is recognized as
revenue when the Company's performance obligation is completed.
Related parties
The Company follows ASC 850, "Related Party Disclosures," for the identification
of related parties and disclosure of related party transactions. Parties are
related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making
financial and operating decisions. Parties are also considered to be related if
they are subject to common control or significant influence, such as a family
member or relative, shareholder, or a related corporation.
Recent Accounting Pronouncements
See Note 3 to our unaudited consolidated financial statements for the three
months ending March 31, 2022 and 2021.
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