v3.26.1
BUSINESS COMBINATIONS AND DISPOSITIONS
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS AND DISPOSITIONS

Note 4      BUSINESS COMBINATIONS AND DISPOSITIONS

 

Meixin Institutional Food Development Co., Ltd. (“Meixin”)

 

Acquisition and Consolidation

On September 7, 2022, the Company entered into a series of contractual agreements (collectively, the “Meixin VIE Agreements”) with Meixin, a Taiwan corporation and a food processing and catering company, and with Meixin’s equity holders. Through Meixin VIE Agreements, the Company obtained a controlling financial interest in Meixin representing 80% of its economic interests, for total consideration of $4,300,000.

 

Due to restrictions under the laws and regulations of Taiwan that limit foreign equity ownership in certain businesses, the Company does not hold any equity ownership interest in Meixin. Instead, the Meixin VIE Agreements provide the Company with the power to direct the activities that most significantly impact Meixin’s economic performance and the right to receive substantially all of the economic benefits of Meixin, while also obligating the Company to absorb losses that could potentially be significant to Meixin.

  

In accordance with ASC 810, Consolidation, the Company determined that Meixin is a variable interest entity and that the Company is the primary beneficiary. Accordingly, Meixin’s financial results have been consolidated into the Company’s consolidated financial statements since the acquisition date. The acquisition was accounted for as a business combination under ASC 805, Business Combinations. The excess of the consideration transferred over the fair value of the identifiable net assets acquired resulted in goodwill of $3,905,735. As of December 31, 2024, cumulative goodwill impairment losses of $3,409,725 had been recognized related to Meixin.

 

Disposition and Discontinued Operations

 

On December 1, 2025, the Company entered into an Equity Transfer Agreement with Yinuo Investment Consulting Co., Limited to sell 80% of its variable interest entity economic interests in Meixin. The transaction was completed on December 31, 2025. Upon closing, the Company received cash consideration of $420,000 and deconsolidated Meixin.

 

At the date of disposition, the carrying amounts of Meixin’s assets and liabilities, including goodwill, were derecognized. The disposition of Meixin represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of Meixin have been classified as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The Company recognized a loss on disposal, which is included in loss from discontinued operations in the consolidated statements of operations and comprehensive loss.

 

At the date of disposition, the carrying amounts of Meixin’s assets and liabilities were as follows:

     
Cash and cash equivalents  $2,173 
Accounts receivable   17,544 
Prepaid expenses and other assets   605 
Property and equipment, net   286,351 
Intangible assets, net   81,521 
Goodwill   496,010 
Other non-current assets   4,613 
Accrued expenses and other liabilities   (19,817)
Due to related parties   (294,305)
Net assets value  $574,695 

 

The following tables summarize (i) the results of operations and (ii) the cash flows of the discontinued operations for the periods presented, as included in the Company’s consolidated financial statements.

          
   For the years ended December 31, 
   2025   2024 
   $   $ 
Net sales   2,597,349    4,890,187 
Cost of sales   (2,585,917)   (4,826,633)
Operating expenses   (226,547)   (257,785)
Other income   2    21 
Net loss from discontinued operations before income taxes   (215,113)   (194,210)
Income tax expense   –    (2,495)
Net loss from discontinued operations, net of tax   (215,113)   (196,705)

 

           
   For the years ended December 31, 
   2025   2024 
   $   $ 
Net cash used in operating activities   782    (2,593)
Net cash used in investing activities   –    – 
Net cash provided by financing activities   –    – 
Effect of the exchange rate change on cash and cash equivalents   –    – 
Increase (Decrease) in cash and cash equivalents   782    (2,593)

 

Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. (“Xinca”)

 

Acquisition and Consolidation

 

On January 31, 2024, the Company entered into a series of contractual agreements with Xinca, a domestic funded limited liability company registered in the People’s Republic of China and with Xinca’s equity holders. Through Xinca VIE Agreements, the Company obtained a controlling financial interest in Xinca representing 100% of its economic interests. The consideration transferred consisted of 1,800,000 shares of the Company’s common stock, with an aggregate fair value of $1,980,000.

 

The Xinca VIE Agreements were entered into by the Company’s wholly-owned subsidiary, Shanghai Nocera Culture Co., Ltd., a wholly foreign-owned enterprise (“WFOE”). Due to restrictions under PRC laws and regulations that limit or prohibit foreign equity ownership in certain businesses, the Company does not hold any direct equity ownership interest in Xinca. Instead, the Xinca VIE Agreements provide the Company with the power to direct the activities that most significantly impact Xinca’s economic performance and the right to receive substantially all of the economic benefits of Xinca, while also obligating the Company to absorb losses that could potentially be significant to Xinca. In accordance with ASC 810, Consolidation, the Company determined that Xinca is a variable interest entity and that the Company is the primary beneficiary. Accordingly, Xinca’s financial results have been consolidated into the Company’s consolidated financial statements since the acquisition date.

 

The acquisition was accounted for as a business combination under ASC 805, Business Combinations. The fair values of assets acquired and liabilities assumed were as follows:

     
Cash and bank balance  $207,109 
Prepaid expense and other receivables   815,067 
Property and equipment, net   59,841 
Accrued expense and other liabilities   (416,695)
Long-term secured other borrowing   (37,025)
Net assets value  $628,297 

  

The excess of the consideration transferred over the fair value of the identifiable net assets acquired, amounting to $1,351,703, was recognized as goodwill. As of December 31, 2024, cumulative goodwill impairment losses of $1,351,703 had been recognized related to Xinca.

 

Hangzhou SY Culture Media Co. Ltd. (“SY Culture”)

 

Acquisition and Consolidation

 

On April 14, 2024, the Company acquired a 100% equity interest in SY Culture in exchange for 600,000 shares of the Company’s common stock at a fair value of $642,000. The acquisition was accounted for as a business combination under ASC 805, Business Combinations. The fair values of assets acquired and liabilities assumed were as follows:

 

     
Cash and bank balance  $206,663 
Other receivables   163,814 
Advance to supplier   6,691 
Investment   27,284 
Other payables and accrued liabilities   (755)
Net assets value  $403,697 

 

The excess of the consideration transferred over the fair value of the identifiable net assets acquired, amounting to $230,015, was recognized as goodwill.

 

Disposition

 

On June 5, 2025, the Company completed the sale of SY Culture to an unrelated third party, Yuechi Technology Limited, for cash consideration of $550,000. At the date of disposition, the carrying amounts of SY Culture’s assets and liabilities were as follows:

     
Cash and cash equivalents  $186,155 
Accounts receivable   4,594 
Prepaid expenses and other assets, net   13,901 
Investment   27,802 
Goodwill   230,015 
Other payables and accrued liabilities   (70)
Net assets value  $462,397 

 

The disposition did not represent a strategic shift in the Company’s operations and the Company recognized a gain on disposal of $87,603, which is included in other expense in the Consolidated Statements of Operations and Comprehensive Loss.