0001477932-22-002320 | 20-F | XBRL Viewer | China Liberal Education Holdings LTD

Cover	12 Months Ended
Cover	Dec. 31, 2021 shares
Document Information Line Items
Entity Registrant Name	China Liberal Education Holdings Limited
Entity Central Index Key	0001775085
Document Type	20-F
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding	13,848,333
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39259
Entity Incorporation State Country Code	E9
Entity Address Address Line 1	Room 1618 Zhongguangcun MOOC Times Building
Entity Address Address Line 2	18 Zhongguangcun Street
Entity Address Address Line 3	Haidian District
Entity Address City Or Town	Beijing
Entity Address Country	CN
Entity Address Postal Zip Code	100190
Auditor Name	Audit Alliance LLP
Auditor Location	Singapore
Auditor Firm Id	3487
Security 12b Title	Ordinary Shares
Trading Symbol	CLEU
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Document Shell Company Report	false
Document Registration Statement	false
Document Accounting Standard	U.S. GAAP
Business Contact [Member]
Document Information Line Items
Entity Address Address Line 1	Room 1618 Zhongguangcun MOOC Times Building
Entity Address Address Line 2	18 Zhongguangcun Street
Entity Address Address Line 3	Haidian District
Entity Address City Or Town	Beijing
Entity Address Country	CN
Entity Address Postal Zip Code	100190
City Area Code	+86
Local Phone Number	10-6597-8118
Contact Personnel Name	Ms. Ngai Ngai Lam

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$ 32,678,421	$ 5,007,449
Account receivables	2,462,550	915,618
Contract assets,	2,014,146	4,448,946
Advance to suppliers	4,525,794	94,648
Prepayment to acquire a subsidiary	1,492,772	0
Due from a related party	0	1,439,080
Inventories	201,091	196,326
Prepaid expenses and other current assets	175,956	223,387
TOTAL CURRENT ASSETS	43,550,730	12,325,454
NON-CURRENT ASSETS
Plant and equipment	35,384	49,148
Right-of-use asset	47,617	136,695
Contract assets, non-current	0	262,617
TOTAL NON-CURRENT ASSETS	83,001	448,460
TOTAL ASSETS	43,633,731	12,773,914
CURRENT LIABILITIES
Account payables	169,137	125,223
Contract liabilities	291,833	154,927
Taxes payable	740,966	633,651
Due to related parties	23,557	0
Lease liability	47,617	90,253
Accrued expenses and other liabilities	402,233	105,829
TOTAL CURRENT LIABILITIES	1,675,343	1,109,883
NON-CURRENT LIABILITIE
Lease liability, non current	0	23,102
TOTAL LIABILITIES	1,675,343	1,132,985
COMMITMENTS AND CONTINGENCIES	0	0
SHAREHOLDERS' EQUITY
Ordinary shares, $0.001 par value, 50,000,000 shares authorized, 13,848,333 and 6,333,333 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	13,848	6,333
Additional paid-in capital	40,686,311	9,358,487
Statutory reserve	719,804	551,146
Retained earnings	147,278	1,565,817
Accumulated other comprehensive income	391,147	159,146
Total shareholders' equity	41,958,388	11,640,929
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 43,633,731	$ 12,773,914

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Ordinary shares par value	$ 0.001	$ 0.001
Ordinary shares authorized	50,000,000	50,000,000
Ordinary shares issued	13,848,333	6,333,333
Ordinary shares outstanding	13,848,333	6,333,333

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
REVENUE	$ 3,909,546	$ 5,023,099	$ 5,255,810
COST OF REVENUE	(1,149,148)	(2,157,033)	(3,360,694)
GROSS PROFIT	2,760,398	2,866,066	1,895,116
OPERATING EXPENSES
Selling expenses	(152,759)	(229,656)	(593,215)
General and administrative expenses	(3,778,329)	(1,199,690)	(783,241)
Total operating expenses	(3,931,088)	(1,429,346)	(1,376,456)
(LOSS) INCOME FROM OPERATIONS	(1,170,690)	1,436,720	518,660
OTHER INCOME
Interest income	94,195	101,257	6,120
Other income (expenses), net	126,648	(26,035)	69,162
Total other income, net	220,843	75,222	75,282
(LOSS) INCOME BEFORE INCOME TAXES	(949,847)	1,511,942	593,942
INCOME TAX EXPENSE	(300,034)	(303,246)	(156,038)
NET (LOSS) INCOME	(1,249,881)	1,208,696	437,904
COMPREHENSIVE (LOSS) INCOME
Total currency translation differences arising from consolidation	232,001	471,554	(78,171)
TOTAL COMPREHENSIVE INCOME (LOSS)	$ (1,017,880)	$ 1,680,250	$ 359,733
(LOSS) EARNINGS PER SHARE
Basic and diluted	$ (0.12)	$ 0.21	$ 0.09
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic and diluted	10,368,563	5,852,459	5,000,000

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - USD ($)	Total	Common Stock	Additional Paid-in Capital	Statutory Reserve	Retained Earnings	Accumulated other comprehensive income (loss)	Total shareholder equity	Non-controlling Interest
Balance, shares at Dec. 31, 2018		5,000,000
Balance, amount at Dec. 31, 2018	$ 5,251,579	$ 5,000	$ 4,579,116	$ 294,158	$ 88,967	$ (234,237)	$ 4,733,004	$ 518,575
Acquisition of 8.8228% non-controlling interest	(453,669)	0	0	0	87,238	0	87,238	(540,907)
Net income	437,904	0	0	0	437,904	0	437,904	0
Appropriation to statutory reserve	0		0	85,794	(85,794)	0	0	0
Foreign currency translation gain	(55,839)					(78,171)	(78,171)	22,332
Balance, amount at Dec. 31, 2019	5,179,975	$ 5,000	4,579,116	379,952	528,315	(312,408)	5,179,975	0
Balance, shares at Dec. 31, 2019		5,000,000
Net income	1,208,696	$ 0	0	0	1,208,696	0	1,208,696	0
Appropriation to statutory reserve	0		0	171,194	(171,194)	0	0	0
Foreign currency translation gain	471,554					471,554	471,554
Issuance of ordinary shares in initial public offering, net, shares		1,333,333
Issuance of ordinary shares in initial public offering, net, amount	4,780,704	$ 1,333	4,779,371	0	0	0	4,780,704	0
Balance, amount at Dec. 31, 2020	11,640,929	$ 6,333	9,358,487	551,146	1,565,817	159,146	11,640,929	0
Balance, shares at Dec. 31, 2020		6,333,333
Net income	(1,249,881)	$ 0	0	0	(1,249,881)	0	(1,249,881)	0
Appropriation to statutory reserve	0			168,658	(168,658)	0	0	0
Foreign currency translation gain	232,001						232,001	0
Issuance of ordinary shares, net, shares		6,000,000
Issuance of ordinary shares, net, amount	29,047,088	$ 6,000	29,041,088	0	0	0	29,047,088	0
Share-based compensation, shares		1,515,000
Share-based compensation, amount	2,288,251	$ 1,515	2,286,736	0	0	0	2,288,251	0
Balance, amount at Dec. 31, 2021	$ 41,958,388	$ 13,848	$ 40,686,311	$ 719,804	$ 147,278	$ 391,147	$ 0	$ 41,958,388
Balance, shares at Dec. 31, 2021		13,848,333

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net (loss) income	$ (1,249,881)	$ 1,208,696	$ 437,904
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	18,652	15,891	40,038
Non-cash lease expenses	91,386	41,524	2,533
Loss on disposal of property and equipment	607	37,468	0
Share-based compensation	2,288,251	0	0
Changes in operating assets and liabilities:
Account receivables	(1,504,828)	(343,165)	306,781
Contract assets	2,781,603	(719,615)	(176,968)
Advance to suppliers	(4,355,926)	756,846	(824,141)
Deferred initial public offering costs	0	0	(650,092)
Due from a related party	0	0	72,371
Inventories	199	(185,985)	0
Prepaid expenses and other current assets	33,653	128,658	(57,406)
Account payables	40,239	66,961	(69,500)
Contract liabilities	462,253	(421,834)	417,987
Taxes payable	90,150	191,373	164,879
Lease liability	(67,754)	(60,907)	(5,252)
Accrued expenses and other liabilities	(40,842)	(80,097)	2,434
Net cash (used in) provided by operating activities	(1,412,238)	635,814	(338,432)
Cash flows from financing activities
Purchase of plant and equipment	(4,439)	(21,230)	(17,738)
Acquisition of 8.8228% non-controlling interest in China Liberal Beijing	0	0	(453,669)
Advance to a related party	0	(1,374,895)	0
Prepayment to acquire a subsidiary	(1,474,217)	0	0
Repayment of advance to a related party	1,471,113	0	0
Net cash used in investing activities	(7,543)	(1,396,125)	(471,407)
Cash flows from financing activities
Proceeds from related party borrowings	9,415	0	439,193
Repayment of due to a related party	0	(1,439,799)	0
Net proceeds from issuance of ordinary shares	29,047,088	5,405,451	0
Net cash provided by financing activities	29,056,503	3,965,652	439,193
Effect of changes of foreign exchange rates on cash	34,250	99,829	(4,241)
Net increase (decrease) in cash	27,670,972	3,305,170	(374,887)
Cash, beginning of year	5,007,449	1,702,279	2,077,166
Cash, end of year	32,678,421	5,007,449	1,702,279
Supplemental disclosure of cash flow information:
Cash paid for interest expense	40,555	2,697	0
Cash paid for income tax	0	20,775	18,657
Supplemental disclosure of non-cash investing and financing activities
Transfer of non-controlling interest	0	0	87,238
Right-of-use assets obtained in exchange for operating lease obligations	$ 0	$ 180,528	$ 21,062

ORGANIZATION AND BUSINESS DESCRIPTION

12 Months Ended

Dec. 31, 2021

ORGANIZATION AND BUSINESS DESCRIPTION

ORGANIZATION AND BUSINESS DESCRIPTION

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

China Liberal Education Holdings Limited (“China Liberal” or the “Company”) was incorporated under the laws of the Cayman Islands on February 25, 2019 as an exempted company with limited liability.

China Liberal owns 100% equity interest of Yi Xin BVI International Investment Limited (“Yi Xin BVI”), a business company incorporated under the laws of the British Virgin Islands (“BVI”) on October 19, 2010.

China Liberal Beijing Education Group Co., Limited (“Boya Hong Kong”), formerly known as Haier International Investment Holding Limited, was incorporated in accordance with the laws and regulations of Hong Kong on May 11, 2011, and changed to its current name on July 19, 2016. Yi Xin BVI owns 100% equity interest in Boya Hong Kong.

China Liberal, Yi Xin BVI and Boya Hong Kong are currently not engaging in any active business operations and are merely acting as holding companies.

China Liberal (Beijing) Education Technology Co., Ltd. (“China Liberal Beijing”) was formed on August 8, 2011, as a Wholly Foreign-Owned Enterprise (“WOFE”) in the People’s Republic of China (“PRC”), with the registered capital of RMB33.5 million (approximately $5.1 million). Through December 31, 2018, Boya Hong Kong owned 91.1772% ownership interest in China Liberal Beijing, with the remaining 8.8228% ownership interest owned by five individual shareholders. On February 1, 2019, Boya Hong Kong entered into share transfer agreements with each of the non-controlling shareholders of China Liberal Beijing and completed the acquisition of the 8.8228% non-controlling interest in China Liberal Beijing, for a total price of RMB2.95 million (approximately $453,669). The total value of the non-controlling interest amounted to $540,907 as of the acquisition date (see Note 11). The Company borrowed cash from a related party to make this acquisition payment (see Note 8). After this transaction, China Liberal Beijing became a 100% owned subsidiary of Boya Hong Kong.

Chia Liberal Fujian Education Technology Group Co., Ltd (“China Liberal Fujian”) was formed on April 19, 2021 in the PRC, with the registered capital of RMB50 million ($7.9 million). China Liberal Beijing owns 100% equity interest in China Liberal Fujian.

The Company, through its wholly-owned subsidiaries, is primarily engaged in providing educational services in the PRC under the “China Liberal” brand. The Company offers a wide range of educational services and programs to customers, consisting primarily of Sino-foreign Jointly Managed Academic Programs, sales of textbooks and course material, Overseas Study Consulting Services and technological consulting services provided for targeted Chinese universities / colleges to help them improve their data management system and to optimize their teaching and operating environment (see Note 2). In late 2019, the Company also started to provide tailored job readiness training services to graduating students from the appropriate partner schools so that such students would be better equipped to serve the employer at their respective job positions.

Details of the subsidiaries of the Company as of December 31, 2021 were set out below:

	Date of	Place of
Name of Entity	Incorporation	Incorporation	% of Ownership	Principal Activities
China Liberal	February 25, 2019	Cayman Islands	Parent, 100%	Investment holding

Yi Xin BVI	October 19, 2010	BVI	100%	Investment holding

Boya Hong Kong	May 11, 2011	Hong Kong	100%	Investment holding

China Liberal Beijing	August 8, 2011	Beijing, PRC	100%	Education service provider

China Liberal Fujian	April 19, 2021	Fuzhou, PRC	100%	Education service provider

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

The accompanying consolidated financial statements include the financial statements of China Liberal, Yi Xin BVI, Boya Hong Kong, China Liberal Beijing and China Liberal Fujian. All inter-company balances and transactions are eliminated upon consolidation.

Non-controlling interest and accounting for changes in ownership

Non-controlling interests represented aggregate 8.8228% ownership interests in China Liberal Beijing held by five minority shareholders as of December 31, 2018. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of income and comprehensive income as an allocation of the total income for the year between non-controlling interest holders and the shareholders of the Company. On February 1, 2019, Boya Hong Kong entered into share transfer agreements with each of the non-controlling shareholders of China Liberal Beijing and completed the acquisition of the 8.8228% non-controlling interests in China Liberal Beijing, for a total price of RMB2.95 million (approximately $453,669). After this transaction, China Liberal Beijing became a 100% owned subsidiary of Boya Hong Kong. In accordance with ASC 810 “Consolidation,” changes in a parent’s ownership while the parent retains its controlling financial interest in its subsidiary should be accounted for as an equity transaction.

Reclassification

Certain prior year amounts in the Company’s consolidated statements of cash flow for the year ended December 31, 2020 have been reclassified to conform to the current period presentation. These reclassification had no impact on the Company’s cash position as of December 31, 2020 and had no impact on the total change in cash balance for the year ended December 31, 2020.

Uses of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable and contracts receivable, advances to suppliers, valuation allowance for deferred tax assets, provision necessary for contingent liabilities and revenue recognition. Actual results could differ from those estimates.

Risks and Uncertainties

The main operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

COVID-19

The Company’s operations may be further affected by the ongoing COVID-19 pandemic. For the year ended December 31, 2021, the Company’s revenue from Sino-foreign Jointly Managed Academic Programs was not significantly impacted because (i) Chinese universities / colleges have resumed on-site construction since May 2020, and (ii) the number of students enrolled in the Company’s tailored job readiness training services increased by 201.4% as compared to the year ended December 31, 2020. The number of students enrolled in the Company’s Sino-foreign Jointly Managed Academic Programs with two colleges decreased by 9.8% during the 2021 academic school year but is considered as operating at normal level and no significant dropout has been reported to the Company during the year ended December 31, 2021.

The continued uncertainties associated with the COVID-19 has caused many Chinese universities / colleges to temporarily hold their “smart campus” project construction plans and accordingly, the Company did not obtain large “smart campus” project contract during the year ended December 31, 2021, which led to a decrease in the Company’s revenue from technological consulting and supporting services during that period. Additionally, the COVID-19 pandemic continues to have a negative impact over the Company’s study abroad consulting services. A portion of the Company’s revenue from overseas study consulting services were recognized when students received offers and obtained appropriate visas. However, due to the COVID-19 pandemic, certain countries closed their borders and imposed travel restrictions. For the year ended December 31, 2021, eight students receiving overseas consulting services received offers or visas, compared to 11 students who received school offers and obtained visas in the year ended December 31, 2020. Due to the uncertainties around international travels, it is expected that the COVID-19 pandemic may continue to result in students being restricted from pursuing their overseas education in the near terms and may have further negative impact over the oversea study consulting service revenue stream.

See Note 13 for Segment Reporting

The continued uncertainties associated with COVID-19 may continue to negatively impact the Company’s revenue and cash flows, as students may be discouraged by the restrictions imposed by major overseas education destination countries, which may lead to significant decrease in the demand of the Company’s overseas study consulting services and even its Sino-foreign Jointly Managed Academic Programs. Further, any resurgence could negatively affect the execution of additional smart campus contracts with Chinese universities / colleges, the collection of the payments from previous smart campus projects, and the market development of the Company’s newly launched visualization solutions and technology consulting services to non-university businesses.

Concentration of customers

A significant portion of the Company’s revenue, accounts receivables and contracts assets are concentrated on two large customers, and the Company’s operating results will be adversely and materially impacted if we lose these customers. Please refer to Note 10 Concentrations for details.

Liquidity

During the year ended December 31, 2021, the Company had a net loss and negative cash flow from operations. As of December 31, 2021, the Company had cash of approximately $32.7 million and had positive working capital of approximately $41.9 million. On February 24, 2022, the chief executive officer and chairperson of the board of directors of the Company, Ngai Ngai Lam, purchased 2,000,000 ordinary shares of the Company, par value $0.001 per share, at a purchase price of $1.50 per share, or an aggregate purchase price of $3,000,000. The Company’s liquidity is influenced by the level of its operations, the numerical volume and dollar value of its sales contracts, the progress of execution on its customer contracts, and the timing of accounts receivable collections. Management believes that the Company’s current cash as of December 31, 2021 will be sufficient to meet its working capital needs for at least the next 12 months from the date of this filing.

The Company intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities. However, the Company may seek additional financings, to the extent required, and there can be no assurances that such financing will be available on favorable terms or at all.

Cash

Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. The Company maintains most of its bank accounts in the PRC and Hong Kong. Cash maintained in banks within the PRC of less than RMB0.5 million (equivalent to $78,567) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. Cash maintained in banks in Hong Kong of less than HKD0.5 million (equivalent to $64,130) per bank are covered by “deposit insurance scheme” oversee by a statutory body, Hong Kong Deposit Protection Board, established under the Deposit Protection Scheme Ordinance. As of December 31, 2021 and 2020, cash at bank in Hong Kong amounted to $31,860,607 and $3,401,817, respectively.

Account receivables and contracts assets, net

Account receivables and contracts assets are recorded net of allowance for uncollectible accounts.

The Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trend. The allowance is based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of December 31, 2021 and 2020, there was no allowance recorded as the Company considers all of the accounts receivable fully collectible.

The Company’s contracts assets represents balance derived from the Technological Consulting Services for Smart Campus Solutions provided to Chinese universities/colleges, when the projects under the contracts have been completed and accepted by Chinese universities/colleges, but the balances have not been past due based on the contracted payment schedules. The Company had not incurred any bad debts with Chinese universities/colleges in the past, and considers the contract assets fully collectible. Thus, there was no allowance recorded on such outstanding contract assets as of December 31, 2021 and 2020 (See Note 4).

Advances to suppliers

Advance to suppliers consists of balances paid to suppliers that have not been provided or received. The Company makes advance payment to suppliers for purchase of equipment and devices in order to undertake the “smart campus” consulting projects for customers. Advances to suppliers are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2021 and 2020, there was no allowance recorded as the Company considers all of the advances to be fully realizable.

Inventories

Inventories as of December 31, 2021 and 2020 mainly consists of computer components to be sold within our Technological Consulting and Support Services revenue stream. Inventories are stated at the lower of cost or net realizable value. Costs include the cost of raw materials, freight, direct labor and related production overhead. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a quarterly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories. The Company recorded inventory reserve of $1,114 and nil as of December 31, 2021 and 2020.

Lease

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its borrowing rates set by the Central Bank of the People’s Republic of China, determined by class of underlying asset, to discount the lease payments.

The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.

Impairment of long-lived Assets

Long-lived assets with finite lives, primarily property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition below are the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of December 31, 2021 and 2020.

Fair value of financial instruments

Fair value 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. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are 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, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

·	Level 3 — inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of the Company’s financial instruments as of December 31, 2021 and 2020 based upon the short-term nature of the assets and liabilities. The fair value of the contracts receivable also approximates their carrying amount because the receivables were derived from fixed-price contracts and will be settled by cash.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of plant and equipment is provided using the straight-line method over their expected useful lives, as follows:

	Useful life
Office equipment and furniture	5 years
Electronic equipment	5 years
Transportation vehicles	5 years
Leasehold improvement	Shorter of the lease term or estimated useful life

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.

Revenue recognition

The Company’s revenues are primarily derived from providing a wide range of educational services and programs to customers, as disclosed below.

Revenues are reported net of all value added taxes.

To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company generates its revenue from the following sources:

Sino-foreign Jointly-Managed Academic Programs

The Company recommends and coordinates accredited international universities / colleges to forge partnerships with Chinese host universities / colleges to establish international education programs at degree level. Chinese host universities / colleges then utilize their existing administrative ability, campus classrooms and facilities to recruit Chinese students into such programs. The Company also selects, recruits and appoints qualified foreign faculty to teach major courses at selected Chinese host universities / colleges and bears all faculty related costs, provides continuing support to foreign faculty, develops and delivers major course content and materials to ensure teaching quality meeting international standards, and to optimize students’ learning outcome and to prepare them for further education overseas and help them with course credit conversion in the event that any student decides to pursue further study overseas. The Company actively supports and interacts with enrolled students throughout their programs to ensure successful program completion. The Company’s contracts with host Chinese universities / colleges are fixed price contracts, pursuant to which, the Company is to receive a fixed portion of tuition for services rendered. As a result of performing the above-mentioned services, the Company is entitled to receive 30% to 50% of such student tuitions depending on the universities / colleges and the jointly managed academic programs, which are collected first by Chinese host universities / colleges from enrolled students at the beginning of each academic school year, and then remitted to the Company.

With respect to Sino-foreign Jointly Managed Academic Programs, the Company is not involved in recruiting students, collecting refunding tuition when students dropout, all of which are handled by the host universities / colleges. The host universities / colleges normally offer tuition refund if a student drops out from school within the first month of each academic school year. Collected tuition fees become non-refundable after the one-month refund policy window. Historically, for students enrolled under the Sino-foreign Jointly Managed Academic Programs, the average student dropout rate was below 1%. The Company’s contracts with Chinese host universities / colleges provide that (1) the host universities / colleges will withhold the tuition collected from students for one to three months after the academic school year starts in September, and then remit the portion of tuition fees to the Company after the student headcounts have been finalized, and (2) the portion of tuition fee that the Company is entitled to receive is calculated based on the final actual number of students retained with the universities / colleges after any student dropout has been adjusted. Accordingly, any tuition refund has already been deducted by host universities / colleges before the Company receives its portion of the tuition fees. For accounting purposes, at the beginning of each academic school year, the Company initially accrues the estimated refund based on an historical 1% student dropout rate, and makes subsequent true-up adjustments after the final number of students retained with the host universities / colleges is determined. Such adjustments were immaterial for the years ended December 31, 2021, 2020 and 2019, respectively.

The Company’s contracts with Chinese host universities / colleges provide that foreign teachers assigned by the Company should be substituted, and teaching textbooks, course materials and curriculums should be adjusted in a timely manner in order to ensure a satisfactory teaching result. The Chinese host universities / colleges have the right to withhold the Company’s portion of the tuition if the Company does not take corrective action when the Company’s service deficiency is identified. Any costs related to teacher substitution, textbooks, course materials and curriculums adjustment should be borne by the Company. The Company maintains active communications with the host universities / colleges in order to obtain feedback on the quality of the services performed. Any service deficiency is being corrected and improved in a timely manner so as to achieve satisfactory long-term cooperation with the host universities / colleges. Historically, as a result of timely interaction with the host universities / colleges to address any service deficiency and to improve the teaching result, there were no estimable tuition withhold from the host universities / colleges that needs to be accrued. There were no complaints received from the host universities / colleges with respect to the Company’s services for the years ended December 31, 2021, 2020 and 2019 which required material adjustment to the amount of fees received by the Company.

The tuition fees received by the Company are initially recorded as deferred revenue and recognized ratably over applicable academic year as the Company’s performance obligations related to teaching, management and other supporting services are carried out over the whole academic year.

Sales of textbooks and course materials

In order to ensure the quality of the course content to meet international standards, the Company has developed, edited, and published 12 English textbooks and course materials with emphasis on language training, and sells these textbooks and course materials to students enrolled under the Sino-foreign joint education programs. Revenue from sales of textbooks and related course materials is recognized upon delivery of textbooks and course materials, which is when the risks and titles are transferred and the Company’s performance obligation is satisfied.

Overseas Study Consulting Service

The Company’s Overseas Study Consulting Services target those students who wish to study in foreign countries to enrich their learning experiences and to expand their horizon and employment possibilities. The Company’s overseas study consulting services are typically performed under one-on-one private tutoring model with duration of four to six months. The Company provides school information to help students make informed decisions about which institution and major to choose from, help them prepare for school application and admission; provides study plans, language training and test preparation courses to help students improve their foreign language ability and help them achieve higher scores in international admission and assessment tests. The Company also helps students on visa application and paperwork, and offers overseas extended services such as finding accommodation and travel assistance. In connection with these services, the Company collects an up-front fee based on the scope of consulting services requested by students. 90% of the consulting service fee collected is non-refundable, and is recognized ratably as revenue over the service period, while 10% of the consulting fee is refundable and is deferred and recognized as revenue when students are successfully admitted by foreign institution and student visas are granted.

Technological Consulting and Support Services

The Company’s technological consulting services utilize the advanced information technology such as cloud computing, mobile internet and big data analytics to provide total solutions to targeted Chinese universities / colleges in order to integrate and improve their teaching, research, student data management, storage and processing, and campus life services, and to optimize their teaching and operating environment and improve operational efficiency. Since late 2020, the Company also started to provide technical support services to business entities in addition to universities/ colleges to help customers to construct and establish multi-location video conference center and other technical solutions. The Company’s technological consulting and support service contracts are primarily on a fixed-price basis, which require the Company to perform services including project planning, project solution and design, data management application customization, installations of hardware equipment and components for digital classrooms and academic experiment centers or labs, integration of hardware and software application, and post-contract continuous maintenance support, based on the specific needs from each customer. Upon delivery of services, project completion inspection and customer acceptance are generally required. In the same contract, it may also include provisions that require the Company to provide post-contract maintenance support for a period ranging from several months to three years after customized solutions and services are delivered.

In addition, some of the Company’s technological consulting service contracts include a difference in timing of when control is, or is deemed to be, transferred and the collection of cash receipts, which are collected over the term of the service arrangement. The timing difference could result in a significant financing component for performance obligations. If a significant financing component is identified, the future cash flows included in the transaction price allocated to the performance obligations are discounted using a discount rate compared to a market-based borrowing rate specific to both the customer and terms of the contract. The resulting present value of the allocated future cash flows is recorded as revenue while the discount amount is considered to be the significant financing component. Future cash flows received from the customer related to the performance obligations are bifurcated between principal repayment of the receivable and the related imputed interest income related to customer financing. The interest income is recorded as financing income within the consolidated statements of income and comprehensive income as providing financing to the customers is a core component under such contracts.

We evaluate “smart campus” solution service contracts and determines whether these contracts contain multiple performance obligations. A performance obligation is a promise to transfer to the customer either (1) a good or service (or a bundle of goods or services) that is distinct; or (2) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Performance obligations in the agreements are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services or goods is separately identifiable from other promises in the contract.

We determine “smart campus” solution and application customization service, installations of hardware and software components, and post-contract continuous maintenance support, as separate performance obligations in the same fixed-fee contract, because our promise to transfer each of these services is separately identifiable from other promises in the contract and the customer can benefit from each service or goods deliver either on its own or together with other resources that are readily available. We allocate contract revenue to the identified separate units based on their relative standalone selling price. The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Revenue associated with post-contract continuous maintenance support performance obligation is recognized over the time. Revenue associated with the solution and application customization service and installations of hardware and software components are recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers. In instances, where substantive completion inspection and customer acceptance provisions are specified in contracts, revenues are deferred until all inspection and acceptance criteria have been met.

Tailored job readiness training services

In late 2019, the Company also started to provide tailored job readiness training services to graduating students from the appropriate partner schools so that such students would be better equipped to serve the employer at their respective job positions. Similar to Sino-foreign jointly-managed academic programs, the Company forges partnerships with selected Chinese vocational schools or colleges to provide tailored job readiness training services to students. The partner schools utilize their existing administrative ability, campus classrooms and facilities to recruit students into such training programs. The Company selects, recruits and appoints qualified faculty, trainers or professionals to provide trainings and bears related costs, develops and delivers major training content and materials to students to optimize their learning outcome, improve their social and technical skills, coordinate with employers to provide internship job opportunities to students and eventually help students to find appropriate jobs after completion of the trainings and graduation. The Company actively supports and interacts with enrolled students to ensure successful completion of the trainings, which normally takes several months up to three years. The Company’s contracts with partner schools are fixed price contracts, pursuant to which, the Company is to receive a fixed portion of training fees for services rendered. The training fees are collected first by partner schools from enrolled students before the training services get started, and then remitted to the Company. The Company initially records such training service fees as deferred revenue and ratably recognized it as revenue over the training service period as the Company’s performance obligations related to teaching, training, management and other supporting services are carried throughout the training period. For the year ended December 31, 2021, 2020 and 2019, the Company earned $137,772, $76,400 and $4,000 from providing tailored job readiness training services to students.

Contract Balances and Remaining Performance Obligations

Contract balances typically arise when a difference in timing between the transfer of control to the customer and receipt of consideration occurs.

The Company’s contract assets, consist primarily of account receivable related to providing educational services associated with Sino-foreign jointly managed education programs and study abroad consulting services to enrolled students, and contract assets associated with providing technological consulting services for smart campus solutions, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment.

The Company had account receivable related to revenues from Sino-foreign jointly managed education programs, tailored job readiness training services and study abroad consulting services of $2,462,549 and $915,618 as of December 31, 2021 and 2020, respectively. Out of outstanding $915,618 accounts receivable as of December 31, 2021, $904,627 has been collected during the subsequent period up to March 2022.

In addition, the Company had contract assets of $2,014,148 and $4,711,563 (including current and non-current portion of $4,448,946 and $262,617, respectively) as of December 31, 2021 and 2020, respectively, primarily derived from providing technological consulting services for smart campus solutions to Chinese universities / colleges.

The balance due within one year and more than one year was based on the contracted payment terms with Chinese universities / colleges. Subsequently, from January 2022 up to the date of this report, the Company collected approximately $2,414,649 (RMB15,755,580) short-term contract assets from Fuzhou Melbourne Polytechnic (“FMP”) and remaining short-term contract assets will be collected before December 2022. The FMP long-term contract assets of $262,617 will be collected in 2022 based on the contract payment terms (see Note 4). In connection with the FMP “smart campus” projects, financing component resulted from a timing difference when control is transferred and the collection of cash receipts that may impact future cash flows amounted to $7,657 as of December 31, 2021. The Company had not incurred any bad debts with Chinese universities/colleges in the past in connection with its undertaking of these services, and accordingly the Company considers the contract assets fully collectible.

The Company’s contract liabilities, which are reflected in its consolidated balance sheets as deferred revenue of $291,833 and $154,927 as of December 31, 2021 and 2020, respectively, consist primarily of the unsatisfied performance obligations as of the balance sheet dates. The December 31, 2021 deferred revenue balance primarily consisted of deferred revenue associated with Overseas Study Consulting Services. The December 31, 2020 deferred revenue balance primarily consisted of $27,334 deferred revenue associated with the “smart campus” projects when the Company received advance payment from customers while the projects have not been completed as of the balance sheet date, $21,257 deferred revenue associated with tailored job readiness training services and $106,336 deferred revenue associated with Overseas Study Consulting Services.

Disaggregation of revenue

Revenue disaggregated by service type was as follows for the years ended December 31, 2021, 2020, and 2019:

	For the years ended December 31
	2021		2020		2019
Revenue from Sino-foreign Jointly Managed Academic Programs	$	2,676,147	$	2,772,679	$	2,484,194
Revenue from Technological Consulting Services for Smart Campus Solutions		1,059,453		1,995,559		2,232,588
Revenue from Overseas Study Consulting Services		36,174		129,485		525,878
Revenue from tailored job readiness training services		137,772		76,400		-
Revenue from textbook and course material sales		-		48,976		13,150
Total revenue	$	3,909,546	$	5,023,099	$	5,255,810

Costs on data management application system customization

With its “smart campus” solution services to Chinese universities / colleges, the Company provides technical support to help Chinese universities / colleges customize their campus data management application system to record student information. The Company does not develop or own the data management application software. Costs incurred, which consist primarily of internal salaries and benefits of personnel involved in the provision of such services, are included in the cost of revenue in the consolidated statements of income and comprehensive income.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2021, 2020 and 2019. The Company does not believe there was any uncertain tax provision as of December 31, 2021 and 2020.

The Company’s operating subsidiaries in China are subject to the income tax laws of the PRC. No significant income was generated outside the PRC for the fiscal years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, all of the tax returns of the Company’s PRC subsidiaries remain open for statutory examination by PRC tax authorities.

Value added tax (“VAT”)

The PRC government implemented a value-added tax reform pilot program, which replaced the business tax with VAT on selected sectors including but not limited to education in Beijing effective September 1, 2012. In August 2013, the pilot program was expanded nationwide in certain industries. Since May 2016, the change from business tax to VAT are expanded to all other service sectors which used to be subject to business tax. The VAT rates applicable to the Company’s PRC subsidiaries ranged from 3% to 6%.

Share-based compensation

The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.

In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.

A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest.

The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company determined the fair value of the awards granted to employees. The Group adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.

Earnings (loss) per share

Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2021, 2020 and 2019, there were no dilutive shares.

Foreign currency translation

The functional currency for China Liberal, Yi Xin BVI and Boya Hong Kong is the U.S Dollar (“US$”). However, China Liberal, Yi Xin BVI and Boya Hong Kong currently only serve as the holding companies and did not have active operation as of December 31, 2021. The Company operates primarily through its subsidiary China Liberal Beijing in the PRC, and the functional currency for China Liberal Beijing is the Chinese Yuan (“RMB”). The Company’s consolidated financial statements have been translated into the reporting currency US$. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31, 2021	December 31, 2020	December 31, 2019
Year-end spot rate	US$1=RMB 6.3640	US$1=RMB 6.5250	US$1=RMB 6.9680
Average rate	US$1=RMB 6.4441	US$1=RMB 6.8878	US$1=RMB 6.9088

Comprehensive income (loss)

Comprehensive income consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income (loss) in the consolidated statements of income and comprehensive income.

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Recent accounting pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief. In November 2019, the FASB issued ASU 2019-10, which extends the effective date for adoption of ASU 2016-13. Accordingly, for public entities that are not smaller reporting entities, ASU 2016-13 and its amendments is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective January 1, 2023. The Company is currently evaluating the impact of the pending adoption of ASU 2016-13 on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on January 1, 2021. The adoption of this guidance had no material impact on the Company’s consolidated financial statements.

ACCOUNTS RECEIVABLE NET

12 Months Ended

Dec. 31, 2021

ACCOUNTS RECEIVABLE NET

ACCOUNTS RECEIVABLE, NET

NOTE 3 — ACCOUNT RECEIVABLES, NET

Account receivables consist of the following:

	December 31		December 31
	2021		2020
Account receivables - Sino-foreign Jointly Managed Academic Programs	$	2,398,821	$	890,807
Account receivables – tailored job readiness training services		1,363		13,820
Account receivables- Overseas Study Consulting Services		62,366		10,991
Account receivables	$	2,462,550	$	915,618

Under the Sino-foreign Jointly Managed Academic Programs, student tuition fees are collected by the Chinese host universities / colleges at the beginning of each academic school year and then remit the agreed portion to the Company within one to four months. 92.7% of the December 31, 2020 accounts receivable balances have been collected. 8.9% of the December 31, 2021 accounts receivable balances associated with Sino-foreign Jointly Managed Academic Programs and tailored job readiness training services has been collected as of the filing date of these financial statements.

CONTRACT ASSETS, NET

12 Months Ended

Dec. 31, 2021

CONTRACT ASSETS, NET

CONTRACT ASSETS, NET

NOTE 4 — CONTRACT ASSETS, NET

Contract assets consists of the following:

	December 31		December 31
	2021		2020
Contract assets - “Smart Campus” related technological consulting services with FMP (1)	$	1,350,683	$	3,730,203
Contract assets - “Smart Campus” project maintenance and technical support fee with FMP		601,461		600,134
Contract assets – Other “Smart Campus” related technological consulting services		54,345		245,761
Financing component associated with FMP contract assets (1)		7,657		135,465
Total contract assets, net		2,014,146		4,711,563
Less: current portion of contract assets		2,014,146		4,448,946
Contract assets, non-current	$	-	$	262,617

(1) In 2017, the Company entered into a contract with FMP to help FMP with its smart campus project, including creating a big data center, digital classrooms and an experiment-based simulation teaching center for its business school. These projects have been fully completed in November 2018 with satisfactory inspection and acceptance by FMP in December 2018.

Total contract price under the 2017 FMP “smart campus” project was RMB16.68 million (approximately $2.4 million) for completion of the software and hardware installation, plus additional RMB 5.05 million (approximately $0.73 million) post-contract maintenance and technical support fee during the period of 2019 to 2021.

As of December 31, 2021, total outstanding contract assets from FMP 2017 contract amounted to $209,724, including the following:

	Amount as of		Contracted
	December 31,		payment due
2017 FMP Contract	2021		date
Maintenance fees	$	209,724
Total		209,724
Less: current portion of contract assets		209,724	By December 31, 2022
Non-current portion		-

As of December 31, 2021, current portion of contract assets associated with FMP 2017 contract amounted to $209,724 for services completed during 2021. As of the filing date of these financial statements, contract assets of $209,724 was not past due and will be collected by December 31, 2022.

In addition to the 2017 FMP contract, in 2019, the Company entered into a new “smart campus” related contract with FMP to help FMP to create an information engineering laboratory training center and an experiment-based simulation center for its hotel management major for total contract price of RMB15.58 million (approximately $2.3 million) plus additional RMB3.74 million (approximately $0.54 million) for post-installation maintenance and technical support fees for the three years from 2020 to 2022.

The contract for the information engineering laboratory training center includes two phases. Phase I requires the Company to complete the hardware and software installation and decoration of the computer training rooms, IOT training room and digital classrooms with contract price of approximately RMB7.1 million ($1.01 million), which was completed before December 31, 2019, passed the inspection and was accepted by FMP. Phase II requires the Company to complete the hardware and software installation for the cloud computing and big data room with contract price of RMB3.48 million ($0.5 million). In 2020, the Company completed the experiment-based simulation center for FMP’s hotel management major, with satisfactory inspection and acceptance by FMP and recognized RMB4.6 million ($0.7 million) revenue. Due to COVID-19 outbreak and temporary school closure, the performance of the Phase II contract has been delayed and rescheduled to be completed in 2021. During the year ended December 31, 2021, the Company completed the information engineering experiment training center for FMP’s big data and cloud computing training room equipment, with satisfactory inspection and acceptance by FMP and recognized RMB2.1 million ($0.3 million) revenue.

As of December 31, 2021, total outstanding contract assets from FMP 2019 contract amounted to $1,750,077, including the following:

	Amount as of		Contracted
	December 31,		payment due
2019 FMP Contract	2021		date
Contract assets	$	1,358,340
Maintenance fees		391,737
Total		1,750,077
Less current portion		1,750,077	By December 31, 2022
Non-current portion		-

As of December 31, 2021, contract assets associated with FMP 2019 contract amounted to $1,750,077, including receivable of $259,982 for services completed before December 31, 2019, receivable of $766,289 for services completed during 2020, receivable of $332,069 for services completed during 2021 and maintenance fees of $391,737. As of the filing date of these financial statements, contract assets of $1,750,077 was not past due and will be collected by December 31, 2022.

For the above mentioned 2017 and 2019 FMP contracts, revenue recognized for the years ended December 31, 2021, 2020 and 2019 was as follows:

	For the years ended December 31,
	2021		2020		2019
2017 FMP contract post-installation maintenance fee revenue	$	201,085	$	171,035	$	187,559
Revenue from 2019 FMP “smart campus” contract		332,069		612,359		926,187
2019 FMP contract post-installation maintenance fee revenue		187,800		159,736		-
Total revenue from FMP “smart campus” contracts	$	720,954	$	943,130	$	1,113,746

The Company has entered into additional smart campus solution contracts with a number of Chinese universities / colleges, including Capital Normal University, Shougang Technician College, Beijing Institute of Technology, North China Electric Power University, University of Chinese Academy of Sciences, Beijing Advanced Technical School of Arts and Craft and China University of Mining & Technology (Beijing), etc., to provide “smart campus” solution related consulting services to them, such as internet network improvement, digital classroom solutions, and educational management system customization. Most of these new smart campus contracts had been executed, completed, and accepted by these universities / colleges and the Company recognized revenue of $426,088, $440,190 and $1,118,842 in 2021, 2020 and 2019, respectively. As of December 31, 2021, contract assets from these smart campus projects amounted to $54,345.

ADVANCE TO SUPPLIERS

12 Months Ended

Dec. 31, 2021

ADVANCE TO SUPPLIERS

ADVANCE TO SUPPLIERS

NOTE 5 — ADVANCE TO SUPPLIERS

In connection with the technological consulting services provided to Chinese universities / colleges for the “smart campus” projects as disclosed in Note 4, the Company made advance payment to suppliers for purchase of electronic sensors, smartboards, projectors, LED display panels, high definition classroom audio and sound system and other lab-based equipment. The balances of advance to suppliers were $4,525,794 and $94,648 as of December 31, 2021 and 2020, respectively. There was no allowance recorded as the Company considers all of the advances fully realizable.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2021

PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 6 — PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:

	December 31		December 31
	2021		2020
Other receivable ⁽¹⁾	$	108,129	$	167,748
Prepaid expenses and other ⁽²⁾		67,827		55,639
Prepaid expenses and other assets	$	175,956	$	223,387

(1)	Other receivable primarily includes short-term advances to employees for business operations, which are normally expensed within three months when invoices and other supporting documents been submitted for reimbursement, and security deposits for performance of contracts.

(2)	Prepaid expenses and other include prepaid commissions for student recruitments and prepaid independent director fees, which are amortized over the service periods.

PROPERTY AND EQUIPMENT NET

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT NET

PROPERTY AND EQUIPMENT, NET

NOTE 7 — PLANT AND EQUIPMENT, NET

Plant and equipment, net, consist of the following:

	December 31,			December 31,
	2021			2020
Transportation vehicles	$	238,851		$	232,957
Electronic equipment		98,937			94,335
Office equipment and furniture		9,581			8,128
Subtotal		347,369			335,420
Less: accumulated depreciation		(311,985	)		(286,272	)
Plant and equipment, net	$	35,384		$	49,148

Depreciation expense was $18,652, $15,891 and $40,038 for the years ended December 31, 2021, 2020 and 2019, respectively. In June 2020, China Liberal Beijing relocated its headquarters office to a new location for an efficient space. In connection with the office relocation, the Company disposed certain fully depreciated office equipment and furniture and leasehold improvement associated with the old office lease. In 2020, the Company recognized a loss of $37,468 from such disposal. In 2021, the Company incurred a loss of $607 from disposal of plant and equipment.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 — RELATED PARTY TRANSACTIONS

a.	Due from a related party

As of December 31, 2020, balance due from a related party, Ms. Ngai Ngai Lam, CEO and Chairwoman of the Company, amounted to $1,439,080. The advance was made on December 29, 2020 and was non-trade in nature, unsecured, interest free and repayable on demand. The Company received full repayment on this advance in January 2021 and has no intention to make additional advance to related parties in the future.

b.	Due to related parties

As of December 31, 2021 and 2020, the balance due to related parties are comprised of advances from the Company’s principal shareholders and used for working capital during the Company’s normal course of business. These advances were non-trade in nature, unsecured, interest free and repayable on demand. Due to related parties amounted to $23,557 and nil as of December 31, 2021 and 2020, respectively.

TAXES

12 Months Ended

Dec. 31, 2021

TAXES

TAXES

NOTE 9 — TAXES

(a)

Corporate Income Taxes (“CIT”)

Cayman Island

Under the current tax laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders.

BVI

Yi Xin BVI is incorporated in the BVI as an offshore holding company and is not subject to tax on income or capital gain under the laws of BVI.

Hong Kong

Boya Hong Kong is incorporated in Hong Kong and is subject to profit taxes in Hong Kong at a rate of 16.5%. However, Boya Hong Kong did not generate any assessable profits arising in or derived from Hong Kong for the fiscal years ended December 31, 2021, 2020 and 2019, and accordingly no provision for Hong Kong profits tax has been made in these periods.

PRC

Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years.

China Liberal Beijing, the Company’s main operating subsidiary in PRC, was approved as a HNTE and is entitled to a reduced income tax rate of 15% beginning December 2016, which is valid for three years. In December 2019, China Liberal Beijing successfully renewed its HNTE Certificate with local government and has since continued to enjoy the reduced income tax rate of 15% for another three years by December 2022. EIT is typically governed by the local tax authority in the PRC. Each local tax authority at times may grant tax holidays to local enterprises as a way to encourage entrepreneurship and stimulate local economy. China Liberal Fujian is subject to a standard 25% income tax rate.

The corporate income taxes for fiscal 2020 and 2019 were reported at a reduced rate of 15% as a result of China Liberal Beijing being approved as a HNTE. The corporate income taxes for fiscal year 2021 were reported at a blended reduced rate as a result of China Liberal Beijing being approved as a HNTE and enjoying a 15% reduced income tax rate, while China Liberal Fujian is subject to a standard 25% income tax rate. The impact of the tax holidays noted above decreased corporate income taxes by $196,148, $234,099 and $101,398 for the years ended December 31, 2021, 2020 and 2019, respectively. The benefit of the tax holidays on net income per share (basic and diluted) $0.02, $0.04 and $0.02 for the years ended December 31, 2021, 2020 and 2019, respectively.

The components of the income tax provision are as follows:

	For the years ended December 31,
	2021		2020		2019
Current tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		300,034		303,246		156,038
Total current tax provision	$	300,034	$	303,246	$	156,038
Deferred tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		-		-		-
Total deferred tax provision		-		-		-
Income tax provision	$	300,034	$	303,246	$	156,038

The following table reconciles the China statutory rates to the Company’s effective tax rate for the years ended December 31, 2021, 2020 and 2019:

	For the years ended December 31,
	2021			2020			2019
China Income tax statutory rate		25.0	%		25.0	%		25.0	%
Permanent difference		1.1	%		0.6	%		0.4	%
Effect of PRC preferential tax rate		(9.9	%)		(10.0	%)		(10.0	%)
Non-PRC entities not subject to PRC income tax		15.4	%		4.5	%		10.9	%
Effective tax rate		31.6	%		20.1	%		26.3	%

The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. As of December 31, 2021, all of the Company’s tax returns for its PRC Subsidiary remain open for statutory examination by PRC tax authorities.

(b)

Taxes payable

Taxes payable consist of the following:

	December 31,		December 31,
	2021		2020
Income tax payable	$	517,272	$	512,231
Value added tax payable		221,243		118,832
Other taxes payable		2,451		2,588
Total taxes payable	$	740,966	$	633,651

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

CONCENTRATIONS

12 Months Ended

Dec. 31, 2021

CONCENTRATIONS

CONCENTRATIONS

NOTE 10 — CONCENTRATIONS

For the year ended December 31, 2021, two customers accounted for approximately 48.4% and 36.0% of the Company’s total revenue, respectively. For the year ended December 31, 2020, three customers accounted for approximately 45.3%, 30.1% and 12.2% of the Company’s total revenue, respectively. For the year ended December 31, 2019, two customers accounted for approximately 36.3% and 30.9% of the Company’s total revenue, respectively.

As of December 31, 2021, two customers accounted for 79.6% and 17.7% of the total outstanding accounts and contracts receivable balance. As of December 31, 2020, one customer accounted for 86.0% of the total outstanding accounts and contracts receivable balance.

For the year ended December 31, 2021, there was no supplier accounted for more than 10% of the total purchases. For the year ended December 31, 2020, one supplier accounted for approximately 33.1% of the total purchases. For the year ended December 31, 2019, three suppliers accounted for approximately 26.0%, 15.9% and 14.6% of the total purchases, respectively.

SHAREHOLDERS EQUITY

12 Months Ended

Dec. 31, 2021

SHAREHOLDERS EQUITY

SHAREHOLDERS' EQUITY

NOTE 11 — SHAREHOLDERS’ EQUITY

Ordinary Shares

The authorized share capital of the Company is 50,000,000 shares of par value of $0.001 each.

Issuance of ordinary shares

On May 12, 2020, the Company completed its initial public offering of 1,333,333 ordinary shares at a public offering price of $6.00 per share. The gross proceeds were $8 million before deducting underwriting discounts and other offering expenses, resulting in net proceeds of approximately $5.4 million. In connection with the offering, the Company’s ordinary shares began trading on the Nasdaq Capital Market under the symbol “CLEU.”

In March 2021, the Company filed a Registration Statement on Form F-1 to register 6,000,000 ordinary shares of the Company in an effort to offer these shares to potential investors and raise funds as working capital and potential future acquisitions. On April 19, 2021, the Company entered into certain subscription agreements with investors through a self-written public offering, pursuant to which the Company sold an aggregate of 6,000,000 ordinary shares, par value $0.001 per share, at a purchase price of $5.0 per share. The net proceeds to the Company from this offering were $29.0 million.

As of December 31, 2021 and 2020, the Company had a total of 13,848,333 and 6,333,333 ordinary shares issued and outstanding, respectively.

Statutory reserve and restricted net assets

The Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China.

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the board of directors of the Company (the “Board of Directors”). The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends.

Relevant PRC laws and regulations restrict the Company’s PRC subsidiary from transferring a portion of its net assets, equivalent to its statutory reserves and its share capital, to the Company in the form of loans, advances or cash dividends. Only PRC subsidiary’s accumulated profits may be distributed as dividends to the Company without the consent of a third party. As of December 31, 2021 and 2020, the restricted amounts as determined pursuant to PRC statutory laws totaled $719,804 and $551,146, respectively, and total restricted net assets amounted to $10,124,824 and $8,262,442, respectively.

Share-based compensation

On May 14, 2021, the Board of Directors granted the Company’s independent directors a total of 15,000 ordinary shares, par value $0.001 per share, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $53,250 as of May 14, 2021, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $53,250 for the year ended December 31, 2021.

On December 16, 2021, the Board of Directors granted a total of 1,500,000 ordinary shares, par value of $0.001 per share to 12 employees of the Company under the 2021 Share Incentive Plan, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $2,235,000 as of December 16, 2021, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $2,235,000 for the year ended December 31, 2021.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

LEASES

12 Months Ended

Dec. 31, 2021

LEASES

LEASES

NOTE 12 — LEASES

The Company’s main operating subsidiary, China Liberal Beijing, leases office spaces for its headquarter office and local branches under non-cancelable operating lease agreements with various expiration dates in 2022. Lease expense for the years ended December 31, 2021, 2020 and 2019 was $92,537, $158,612 and $235,894, respectively.

As of December 31, 2021 and 2020, the remaining lease term was 6 months and one-and-a-half years, respectively. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on the benchmark lending rate for three-year loans as published by China’s central bank in order to discount lease payments to present value. The weighted-average discount rate of the Company’s operating leases was 3.95% and 3.95%, as of December 31, 2021 and 2020.

Supplemental balance sheet information related to operating leases was as follows:

	As of
	December 31,
	2021
Right-of-use assets	$	185,095
Right of use asset-accumulated amortization		(137,478	)
Right-of-use assets, net		47,617

Lease liability, current		47,617
Total lease liability	$	47,617

As of December 31, 2021, maturities of lease liability were as follows:

Maturity of operating lease liability
2022	$	47,861
Total future minimum lease payments		47,861
Less imputed interest		(244	)
Total	$	47,617

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2021

SEGMENT REPORTING

SEGMENT REPORTING

NOTE 13 — SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has five operating segments as defined by ASC 280, including Sino-foreign Jointly Managed Academic Programs, textbooks and course material sales, Overseas Study Consulting Services, Technological Consulting Services for Smart Campus Solutions and Tailored Job Readiness Training Services.

Substantially all of the Company’s revenues for the years ended December 31, 2021, 2020 and 2019 were generated from the PRC. As of December 31, 2021 and 2020, a majority of the long-lived assets of the Company are located in the PRC, and therefore, no geographical segments are presented.

The following table presents summary information by segment for the years ended December 31, 2021, 2020 and 2019, respectively:

	For the year ended December 31, 2021
									Technological			Tailored
	Joint					Overseas			consulting for			job
	Education			Textbook		study			smart campus			readiness
	Programs			sales		consulting			solutions			services			Total
Revenue	$	2,676,147		$	-	$	36,174		$	1,059,453		$	137,772		$	3,909,546
Cost of revenue		(364,580	)		-		(51,744	)		(615,717	)		(117,107	)		(1,149,148	)
Gross profit (loss)		2,311,567			-		(15,570	)		443,736			20,665			2,760,398

Operating expenses		(2,690,893	)		-		(36,373	)		(1,065,291	)		(138,531	)		(3,931,088	)
Loss from operation		(379,326	)		-		(51,943	)		(621,555	)		(117,866	)		(1,170,690	)

Depreciation and amortization		12,767			-		173			5,055			657			18,652
Capital expenditure		3,038			-		41			1,204			156			4,439

Total assets		29,867,990			-		403,731			11,824,362			1,537,648			43,633,731
Total liabilities	$	1,146,799		$	-	$	15,502		$	454,003		$	59,039		$	1,675,343

	For the year ended December 31, 2020
											Technological			Tailored
		Joint						Overseas			consulting for			job
		education			Textbook			study			“smart campus”			readiness
		programs			Sales			consulting			solutions			services			Total
Revenue		$	2,772,679		$	48,976		$	129,485		$	1,995,559		$	76,400		$	5,023,099
Cost of revenue			(594,035	)		(9,333	)		(85,733	)		(1,403,029	)		(64,903	)		(2,157,033	)

Gross profit			2,178,644			39,643			43,752			592,530			11,497			2,866,066

Operating expenses			788,978			13,936			36,846			567,846			21,740			1,429,346

Income (Loss) from operation			1,389,666			25,707			6,906			24,684			(10,243	)		1,436,720

Depreciation and amortization			8,771			155			410			6,313			242			15,891

Capital expenditure			11,719			207			547			8,434			323			21,230

Total assets			7,051,018			124,548			329,285			5,074,775			194,288			12,773,914

Total liabilities		$	625,392		$	11,047		$	29,206		$	450,108		$	17,232		$	1,132,985

	For the year ended December 31, 2019
										Technological
	Joint						Overseas			consulting for
	education			Textbook			study			“smart campus”
	programs			Sales			consulting			solutions			Total
Revenue	$	2,484,194		$	13,150		$	525,878		$	2,232,588		$	5,255,810
Cost of revenue		(1,508,356	)		(11,499	)		(264,695	)		(1,576,144	)		(3,360,694	)

Gross profit		975,838			1,651			261,183			656,444			1,895,116

Operating expenses		700,850			3,730			140,765			531,111			1,376,456

Income (Loss) from operation		274,988			(2,079	)		120,418			125,333			518,660

Depreciation and amortization		18,505			64			4,404			17,065			40,038

Capital expenditure		-			304			760			16,674			17,738

Total assets		3,239,183			17,146			685,702			2,911,109			6,853,140

Total liabilities	$	790,833		$	4,186		$	167,411		$	710,735		$	1,673,165

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 — SUBSEQUENT EVENTS

1.	On February 1, 2022, the Company entered into a stock purchase agreement with Wanwang Investment Limited (“Wanwang”), a company incorporated in the British Virgin Islands, Xiaoshi Huang and Thrive Shine Limited, a company incorporated in the British Virgin Island (together with Xiaoshi Huang, the “Sellers”) to acquire all of the equity interests in Wanwang from the Sellers for a consideration of $60 million. The stock purchase agreement has been amended on February 16, 2022 to update the payment method and the transaction is expected to be closed before May 2022. Wanwang and its subsidiaries hold rights and interests in FMP and Strait College of Minjiang University represents 100 % and 100 % ownership interest in FMP and Strait College of Minjiang University, respectively. For the years ended December 31, 2021 and 2020, revenue generated from sales to FMP and Strait College of Minjiang University represents approximately 48.4% and 36.0%, 45.3% and 35.1%, respectively.

2.	On February 24, 2022, the chief executive officer and chairperson of the board of directors of the Company, Ngai Ngai Lam, purchased 2,000,000 ordinary shares of the Company, par value $0.001 per share, at a purchase price of $1.50 per share, or an aggregate purchase price of $3,000,000.

On April 7, 2022, the Company entered into definitive subscription agreements with certain accredited investors in a private placement transaction, pursuant to which the investors agreed to subscribe for and purchase, and the Company agreed to issue and sell an aggregate of 6,000,000 ordinary shares of the Company, par value $0.001 per share, to these investors for an aggregate purchase price of $9.0 million. The Agreements and the transactions contemplated thereby have been approved by the Company’s board of directors on April 1, 2022. The Company expects to complete the offering in late April or May 2022.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2021

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

NOTE 15 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information of the parent company shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with such requirement and concluded that it was applicable to the Company as the restricted net assets of the Company’s PRC subsidiary exceeded 25% of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company are included herein.

For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party.

The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries. Such investment is presented on the condensed balance sheets as “Investment in subsidiaries” and the respective profit or loss as “Equity in earnings of subsidiaries” on the condensed statements of income.

The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S GAAP have been condensed or omitted.

The Company did not pay any dividend for the periods presented. As of December 31, 2021 and 2020, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.

CHINA LIBERAL EDUCATION HOLDINGS LIMITED

PARENT COMPANY BALANCE SHEET

	2021		2020
ASSETS
Current assets
Prepaid expenses and other assets	$	23,713	$	55,639

Non-current assets
Investment in subsidiaries		41,934,675		11,585,290
Total assets	$	41,958,388	$	11,640,929

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accrued expenses and other current liabilities		-		-
Total liabilities	$	-	$	-

COMMITMENT AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Ordinary shares, $0.001 par value, 50,000,000 shares authorized, 13,848,333 and 6,333,333 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		13,848		6,333
Additional paid-in capital		40,686,311		9,358,487
Retained earnings		1,258,229		2,276,109
Total shareholders’ equity		41,958,388		11,640,929
	,
Total liabilities and shareholders’ equity	$	41,958,388	$	11,640,929

CHINA LIBERAL EDUCATION HOLDINGS LIMITED

PARENT COMPANY STATEMENTS OF INCOME

	For the years ended December 31,
	2021			2020			2019
Operating expenses:
General and administrative expenses	$	(3,016,735	)	$	(488,735	)	$	-

Other expenses
Other expenses		-		$	(10	)		-
Loss from operations	$	(3,016,735	)	$	(488,745	)		-
Equity in earnings of subsidiaries		1,998,855			2,168,995			437,904
Net (loss) income	$	(1,017,880	)	$	1,680,250		$	437,904
Foreign currency translation adjustments					-			(78,171	)
Comprehensive (loss) income attributable to the Company	$	(1,017,880	)	$	1,680,250		$	359,733

CHINA LIBERAL EDUCATION HOLDINGS LIMITED

PARENT COMPANY STATEMENTS OF CASH FLOWS

	For the Years ended December 31,
	2021			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,017,880	)	$	1,680,250		$	437,904
Share-based compensation		2,288,251			-			-
Adjustments to reconcile net cash flows from operating activities
Equity in earnings of subsidiary		1,998,855			(2,168,995	)		(437,904	)
Prepaid expenses and other current assets		31,926			(55,639	)
Net cash provided by (used in) operating activities		3,301,152			(544,384	)		-

Cash flow from investing activities
Investment in subsidiaries		(32,348,240	)		4,861,067	)		-
Cash used in investing activities		(32,348,240	)		(4,861,067	)		-

Cash flow from financing activities
Net proceeds from issuance of ordinary shares		29,047,088			5,405,451			-
Cash provided by financing activities		29,047,088			5,405,451			-
Change in cash		-			-			-
Cash, beginning of year		-			-			-
Cash, end of year		-			-			-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

Non-controlling interest and accounting for changes in ownership

Reclassification

Uses of estimates

Risks and Uncertainties

Cash

Accounts and contracts receivable, net

Account receivables and contracts assets are recorded net of allowance for uncollectible accounts.

Advances to suppliers

Concentration of customers

Inventories

Lease

Impairment for long-lived assets

Fair value of financial instruments

·	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, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

·	Level 3 — inputs to the valuation methodology are unobservable.

Property and equipment

	Useful life
Office equipment and furniture	5 years
Electronic equipment	5 years
Transportation vehicles	5 years
Leasehold improvement	Shorter of the lease term or estimated useful life

Revenue recognition

The Company’s revenues are primarily derived from providing a wide range of educational services and programs to customers, as disclosed below.

Revenues are reported net of all value added taxes.

The Company generates its revenue from the following sources:

Sino-foreign Jointly-Managed Academic Programs

Sales of textbooks and course materials

Overseas Study Consulting Service

Technological Consulting and Support Services

Tailored job readiness training services

Contract Balances and Remaining Performance Obligations

Contract balances typically arise when a difference in timing between the transfer of control to the customer and receipt of consideration occurs.

Disaggregation of revenue

Revenue disaggregated by service type was as follows for the years ended December 31, 2021, 2020, and 2019:

	For the years ended December 31
	2021		2020		2019
Revenue from Sino-foreign Jointly Managed Academic Programs	$	2,676,147	$	2,772,679	$	2,484,194
Revenue from Technological Consulting Services for Smart Campus Solutions		1,059,453		1,995,559		2,232,588
Revenue from Overseas Study Consulting Services		36,174		129,485		525,878
Revenue from tailored job readiness training services		137,772		76,400		-
Revenue from textbook and course material sales		-		48,976		13,150
Total revenue	$	3,909,546	$	5,023,099	$	5,255,810

Costs on data management application system customization

Liquidity

Share-based compensation

Income taxes

Value Added Tax ("VAT")

Earnings per Share

Foreign currency translation

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31, 2021	December 31, 2020	December 31, 2019
Year-end spot rate	US$1=RMB 6.3640	US$1=RMB 6.5250	US$1=RMB 6.9680
Average rate	US$1=RMB 6.4441	US$1=RMB 6.8878	US$1=RMB 6.9088

Comprehensive income

Statement of Cash Flows

Recent Accounting Pronouncements

COVID-19

Segment Reporting

ORGANIZATION AND BUSINESS DESCRIPTION (Tables)

12 Months Ended

Dec. 31, 2021

ORGANIZATION AND BUSINESS DESCRIPTION

Schedule of subsidiaries of the Company

	Date of	Place of
Name of Entity	Incorporation	Incorporation	% of Ownership	Principal Activities
China Liberal	February 25, 2019	Cayman Islands	Parent, 100%	Investment holding

Yi Xin BVI	October 19, 2010	BVI	100%	Investment holding

Boya Hong Kong	May 11, 2011	Hong Kong	100%	Investment holding

China Liberal Beijing	August 8, 2011	Beijing, PRC	100%	Education service provider

China Liberal Fujian	April 19, 2021	Fuzhou, PRC	100%	Education service provider

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Property and equipment

	Useful life
Office equipment and furniture	5 years
Electronic equipment	5 years
Transportation vehicles	5 years
Leasehold improvement	Shorter of the lease term or estimated useful life

Schedule of Revenue disaggregated

	For the years ended December 31
	2021		2020		2019
Revenue from Sino-foreign Jointly Managed Academic Programs	$	2,676,147	$	2,772,679	$	2,484,194
Revenue from Technological Consulting Services for Smart Campus Solutions		1,059,453		1,995,559		2,232,588
Revenue from Overseas Study Consulting Services		36,174		129,485		525,878
Revenue from tailored job readiness training services		137,772		76,400		-
Revenue from textbook and course material sales		-		48,976		13,150
Total revenue	$	3,909,546	$	5,023,099	$	5,255,810

Summary of currency exchange rates

	December 31, 2021	December 31, 2020	December 31, 2019
Year-end spot rate	US$1=RMB 6.3640	US$1=RMB 6.5250	US$1=RMB 6.9680
Average rate	US$1=RMB 6.4441	US$1=RMB 6.8878	US$1=RMB 6.9088

ACCOUNTS RECEIVABLE NET (Tables)

12 Months Ended

Dec. 31, 2021

ACCOUNTS RECEIVABLE NET

Schedule of Accounts receivable

	December 31		December 31
	2021		2020
Account receivables - Sino-foreign Jointly Managed Academic Programs	$	2,398,821	$	890,807
Account receivables – tailored job readiness training services		1,363		13,820
Account receivables- Overseas Study Consulting Services		62,366		10,991
Account receivables	$	2,462,550	$	915,618

CONTRACTS ASSETS NET (Tables)

12 Months Ended

Dec. 31, 2021

CONTRACT ASSETS, NET

Schedule of Contracts receivable

	December 31		December 31
	2021		2020
Contract assets - “Smart Campus” related technological consulting services with FMP (1)	$	1,350,683	$	3,730,203
Contract assets - “Smart Campus” project maintenance and technical support fee with FMP		601,461		600,134
Contract assets – Other “Smart Campus” related technological consulting services		54,345		245,761
Financing component associated with FMP contract assets (1)		7,657		135,465
Total contract assets, net		2,014,146		4,711,563
Less: current portion of contract assets		2,014,146		4,448,946
Contract assets, non-current	$	-	$	262,617

Schedule of contracted receivable from FMP 2017

	Amount as of		Contracted
	December 31,		payment due
2017 FMP Contract	2021		date
Maintenance fees	$	209,724
Total		209,724
Less: current portion of contract assets		209,724	By December 31, 2022
Non-current portion		-

Schedule of contracted receivable from FMP 2019

	Amount as of		Contracted
	December 31,		payment due
2019 FMP Contract	2021		date
Contract assets	$	1,358,340
Maintenance fees		391,737
Total		1,750,077
Less current portion		1,750,077	By December 31, 2022
Non-current portion		-

Summary of revenue recognized for the year

	For the years ended December 31,
	2021		2020		2019
2017 FMP contract post-installation maintenance fee revenue	$	201,085	$	171,035	$	187,559
Revenue from 2019 FMP “smart campus” contract		332,069		612,359		926,187
2019 FMP contract post-installation maintenance fee revenue		187,800		159,736		-
Total revenue from FMP “smart campus” contracts	$	720,954	$	943,130	$	1,113,746

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2021

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of Prepaid expenses and other current assets

	December 31		December 31
	2021		2020
Other receivable ⁽¹⁾	$	108,129	$	167,748
Prepaid expenses and other ⁽²⁾		67,827		55,639
Prepaid expenses and other assets	$	175,956	$	223,387

PROPERTY AND EQUIPMENT NET (Tables)

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT NET

Schedule of Property and equipment

	December 31,			December 31,
	2021			2020
Transportation vehicles	$	238,851		$	232,957
Electronic equipment		98,937			94,335
Office equipment and furniture		9,581			8,128
Subtotal		347,369			335,420
Less: accumulated depreciation		(311,985	)		(286,272	)
Plant and equipment, net	$	35,384		$	49,148

TAXES (Tables)

12 Months Ended

Dec. 31, 2021

TAXES

Schedule of income tax provision

	For the years ended December 31,
	2021		2020		2019
Current tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		300,034		303,246		156,038
Total current tax provision	$	300,034	$	303,246	$	156,038
Deferred tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		-		-		-
Total deferred tax provision		-		-		-
Income tax provision	$	300,034	$	303,246	$	156,038

Summary of reconciliation between the statutory EIT

	For the years ended December 31,
	2021			2020			2019
China Income tax statutory rate		25.0	%		25.0	%		25.0	%
Permanent difference		1.1	%		0.6	%		0.4	%
Effect of PRC preferential tax rate		(9.9	%)		(10.0	%)		(10.0	%)
Non-PRC entities not subject to PRC income tax		15.4	%		4.5	%		10.9	%
Effective tax rate		31.6	%		20.1	%		26.3	%

Schedule of Taxes payable

	December 31,		December 31,
	2021		2020
Income tax payable	$	517,272	$	512,231
Value added tax payable		221,243		118,832
Other taxes payable		2,451		2,588
Total taxes payable	$	740,966	$	633,651

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

LEASES

Summary of operating leases

	As of
	December 31,
	2021
Right-of-use assets	$	185,095
Right of use asset-accumulated amortization		(137,478	)
Right-of-use assets, net		47,617

Lease liability, current		47,617
Total lease liability	$	47,617

Summary of maturities of operating lease liabilities

Maturity of operating lease liability
2022	$	47,861
Total future minimum lease payments		47,861
Less imputed interest		(244	)
Total	$	47,617

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2021

SEGMENT REPORTING

Summary information by segment for the years

	For the year ended December 31, 2021
									Technological			Tailored
	Joint					Overseas			consulting for			job
	Education			Textbook		study			smart campus			readiness
	Programs			sales		consulting			solutions			services			Total
Revenue	$	2,676,147		$	-	$	36,174		$	1,059,453		$	137,772		$	3,909,546
Cost of revenue		(364,580	)		-		(51,744	)		(615,717	)		(117,107	)		(1,149,148	)
Gross profit (loss)		2,311,567			-		(15,570	)		443,736			20,665			2,760,398

Operating expenses		(2,690,893	)		-		(36,373	)		(1,065,291	)		(138,531	)		(3,931,088	)
Loss from operation		(379,326	)		-		(51,943	)		(621,555	)		(117,866	)		(1,170,690	)

Depreciation and amortization		12,767			-		173			5,055			657			18,652
Capital expenditure		3,038			-		41			1,204			156			4,439

Total assets		29,867,990			-		403,731			11,824,362			1,537,648			43,633,731
Total liabilities	$	1,146,799		$	-	$	15,502		$	454,003		$	59,039		$	1,675,343

	For the year ended December 31, 2020
											Technological			Tailored
		Joint						Overseas			consulting for			job
		education			Textbook			study			“smart campus”			readiness
		programs			Sales			consulting			solutions			services			Total
Revenue		$	2,772,679		$	48,976		$	129,485		$	1,995,559		$	76,400		$	5,023,099
Cost of revenue			(594,035	)		(9,333	)		(85,733	)		(1,403,029	)		(64,903	)		(2,157,033	)

Gross profit			2,178,644			39,643			43,752			592,530			11,497			2,866,066

Operating expenses			788,978			13,936			36,846			567,846			21,740			1,429,346

Income (Loss) from operation			1,389,666			25,707			6,906			24,684			(10,243	)		1,436,720

Depreciation and amortization			8,771			155			410			6,313			242			15,891

Capital expenditure			11,719			207			547			8,434			323			21,230

Total assets			7,051,018			124,548			329,285			5,074,775			194,288			12,773,914

Total liabilities		$	625,392		$	11,047		$	29,206		$	450,108		$	17,232		$	1,132,985

	For the year ended December 31, 2019
										Technological
	Joint						Overseas			consulting for
	education			Textbook			study			“smart campus”
	programs			Sales			consulting			solutions			Total
Revenue	$	2,484,194		$	13,150		$	525,878		$	2,232,588		$	5,255,810
Cost of revenue		(1,508,356	)		(11,499	)		(264,695	)		(1,576,144	)		(3,360,694	)

Gross profit		975,838			1,651			261,183			656,444			1,895,116

Operating expenses		700,850			3,730			140,765			531,111			1,376,456

Income (Loss) from operation		274,988			(2,079	)		120,418			125,333			518,660

Depreciation and amortization		18,505			64			4,404			17,065			40,038

Capital expenditure		-			304			760			16,674			17,738

Total assets		3,239,183			17,146			685,702			2,911,109			6,853,140

Total liabilities	$	790,833		$	4,186		$	167,411		$	710,735		$	1,673,165

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2021

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Tables)

Schedule of Parent company statements of balance sheet

	2021		2020
ASSETS
Current assets
Prepaid expenses and other assets	$	23,713	$	55,639

Non-current assets
Investment in subsidiaries		41,934,675		11,585,290
Total assets	$	41,958,388	$	11,640,929

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accrued expenses and other current liabilities		-		-
Total liabilities	$	-	$	-

COMMITMENT AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Ordinary shares, $0.001 par value, 50,000,000 shares authorized, 13,848,333 and 6,333,333 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		13,848		6,333
Additional paid-in capital		40,686,311		9,358,487
Retained earnings		1,258,229		2,276,109
Total shareholders’ equity		41,958,388		11,640,929
	,
Total liabilities and shareholders’ equity	$	41,958,388	$	11,640,929

Schedule of condensed financial information of parent company

	For the years ended December 31,
	2021			2020			2019
Operating expenses:
General and administrative expenses	$	(3,016,735	)	$	(488,735	)	$	-

Other expenses
Other expenses		-		$	(10	)		-
Loss from operations	$	(3,016,735	)	$	(488,745	)		-
Equity in earnings of subsidiaries		1,998,855			2,168,995			437,904
Net (loss) income	$	(1,017,880	)	$	1,680,250		$	437,904
Foreign currency translation adjustments					-			(78,171	)
Comprehensive (loss) income attributable to the Company	$	(1,017,880	)	$	1,680,250		$	359,733

Schedule of Parent company statements of cashflows

	For the Years ended December 31,
	2021			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,017,880	)	$	1,680,250		$	437,904
Share-based compensation		2,288,251			-			-
Adjustments to reconcile net cash flows from operating activities
Equity in earnings of subsidiary		1,998,855			(2,168,995	)		(437,904	)
Prepaid expenses and other current assets		31,926			(55,639	)
Net cash provided by (used in) operating activities		3,301,152			(544,384	)		-

Cash flow from investing activities
Investment in subsidiaries		(32,348,240	)		4,861,067	)		-
Cash used in investing activities		(32,348,240	)		(4,861,067	)		-

Cash flow from financing activities
Net proceeds from issuance of ordinary shares		29,047,088			5,405,451			-
Cash provided by financing activities		29,047,088			5,405,451			-
Change in cash		-			-			-
Cash, beginning of year		-			-			-
Cash, end of year		-			-			-

ORGANIZATION AND BUSINESS DESCRIPTION (Details)	12 Months Ended
ORGANIZATION AND BUSINESS DESCRIPTION (Details)	Dec. 31, 2021
Subsidiary Three [Member]
Name of Entity	Boya Hong Kong
Date of incorporation	May 11, 2011
Place of incorporation	Hong Kong
% of Ownership	100.00%
Subsidiary Five Member
Name of Entity	China Liberal Beijing
Date of incorporation	Aug. 08, 2011
Place of incorporation	Beijing, PRC
% of Ownership	100.00%
Principal Activities	Education service provider
Subsidiary Two [Member]
Name of Entity	China Liberal Fujian
Date of incorporation	Apr. 19, 2021
Place of incorporation	Fuzhou, PRC
% of Ownership	100.00%
Principal Activities	Education service provider
Subsidiary One [Member]
Name of Entity	Yi Xin BVI
Date of incorporation	Oct. 19, 2010
Place of incorporation	BVI
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Four [Member]
Name of Entity	China Liberal
Date of incorporation	Feb. 25, 2019
Place of incorporation	Cayman Islands
% of Ownership	100.00%
Principal Activities	Investment holding

ORGANIZATION AND BUSINESS DESCRIPTION (Details Narrative)	12 Months Ended
	Dec. 31, 2021 USD ($)
Common Stock
Place Of Incorporation	Cayman Islands
Name Of Subsidiary	China Liberal Education Holdings Limited
China Liberal Beijing [Member] \| Boya Hong Kong [Member]
Date of incorporation	Aug. 08, 2011
Proportion of ownership interest in subsidiary	91.1772%
Remaining proportion of ownership interest in subsidiary	8.8228%
Non-controlling interest	8.8228%
Non-controlling interest total price	$ 453,669
Total value of the non-controlling interest	$ 540,907
Owned subsidiary of Boya Hong Kong	100.00%
Registered capital	$ 5,100,000
Ownership interest owned by Shareholders	100.00%
Chia Liberal Fujian Education Technology Group Co., Ltd
Date of incorporation	Apr. 19, 2021
Owned subsidiary of Boya Hong Kong	100.00%
Registered capital	$ 7,900,000
Yi Xin BVI [Member] \| Boya Hong Kong [Member]
Proportion of ownership interest in subsidiary	100.00%
Name Of Subsidiary	Yi Xin BVI International Investment Limited

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2021
Office Equipment And Furniture [Member]
Estimated useful lives of the assets	5 years
Electronic equipment [Member]
Estimated useful lives of the assets	5 years
Transportation Vehicles [Member]
Estimated useful lives of the assets	5 years
Leasehold Improvements [Member]
Description of Estimated useful life	Shorter of the lease term or estimated useful life

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue from Sino foreign Jointly Managed Academic Programs	$ 2,676,147	$ 2,772,679	$ 2,484,194
Revenue from Technological Consulting Services for Smart Campus Solutions	1,059,453	1,995,559	2,232,588
Revenue from Overseas Study Consulting Services	36,174	129,485	525,878
Revenue from tailored job readiness training services	137,772	76,400	0
Revenue from textbook and course material sales	0	48,976	13,150
Total Revenue	$ 3,909,546	$ 5,023,099	$ 5,255,810

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Year- end spot rate	$ 6.3640	$ 6.5250	$ 6.9680
Average Rate	$ 6.4441	$ 6.8878	$ 6.9088

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Mar. 31, 2022	Feb. 24, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Subsequent Event [Member]
Account receivable collected	$ 904,627
January 2022 [Member]
Short term contract receivables			$ 2,414,649
February 01, 2019 [Member] \| China Liberal Bejing [Member]
Cash Paid To Acquire Non Controlling Interest				$ 453,669
Ownership percentage				100.00%
Overseas Study Consulting [Member]
Deferred revenue				$ 106,336
chief executive officer and chairperson [Member]
Ordinary shares		2,000,000
Smart Campus [Member]
Deferred revenue				27,334
Readiness Training Services [Member]
Deferred revenue				21,257
Sino Foreign Jointly Managed Academic Programme [Member]
Deferred revenue			259,416
Common Stocks
Future cash flows			7,657
Par value		$ 0.001
Purchase price		$ 1.50
Aggregate purchase price		$ 3,000,000
Working capital term		12 years
Cash at bank			31,860,607	3,401,817
Inventory reserve			1,114	0
Revenue from tailored job readiness training services			137,772	76,400	$ 4,000
Cash			64,130
Total contract receivables, net			2,014,148	$ 4,711,563
Working capital			$ 41,900,000
Descriptions of value added tax				The VAT rates applicable to the Company’s PRC subsidiaries ranged from 3% to 6%.
Consulting fees, Descriptions			As a result of performing the above-mentioned services, the Company is entitled to receive 30% to 50% of such student tuitions depending on the universities / colleges and the jointly managed academic programs, which are collected first by Chinese host universities / colleges from enrolled students at the beginning of each academic school year, and then remitted to the Company
Contract receivable, net current			$ 4,448,946	$ 262,617
Overseas study consulting service fees descriptions			90% of the consulting service fee collected is non-refundable, and is recognized ratably as revenue over the service period, while 10% of the consulting fee is refundable and is deferred and recognized as revenue when students are successfully admitted by foreign institution and student visas are granted.
Contract receivable, net non-current			$ 4,448,946	262,617
Deferred revenue			291,833	154,927
Operating income			72,051	11,146	$ 169,789
Cash maintained in banks covered by deposit insurance scheme				64,488
Accounts receivable, net			2,462,549	915,618
Operating liability				$ 90,253
Outstanding accounts receivable			$ 915,618
Average student dropout rate, percentage				100.00%

ACCOUNTS RECEIVABLE NET (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
ACCOUNTS RECEIVABLE NET (Details)
Accounts receivable - Sino-foreign Jointly Managed Academic Programs	$ 2,398,821	$ 890,807
Accounts receivable - tailored job readiness training services	1,363	13,820
Accounts receivable - Overseas Study Consulting Services	62,366	10,991
Accounts receivable, net	$ 2,462,550	$ 915,618

ACCOUNTS RECEIVABLE NET (Details Narrative)	Dec. 31, 2021	Dec. 31, 2020
ACCOUNTS RECEIVABLE NET (Details)
Accounts receivable balances associated	8.90%
Accounts receivable balance collected		92.70%

CONTRACT ASSETS, NET (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CONTRACT ASSETS, NET
Contract receivable- "Smart Campus" related technological consulting services with FMP (1)	$ 1,350,683	$ 3,730,203
Contract receivable- "Smart Campus" project maintenance and technical support fee with FMP	601,461	600,134
Contracts receivable - Other "Smart Campus" related technological consulting services	54,345	245,761
Financing component associated with FMP contract receivable (1)	7,657	135,465
Total contracts receivable, net	2,014,146	4,711,563
Less: current portion of contract receivable	2,014,146	4,448,946
Contracts receivable, non-current	$ 0	$ 262,617

CONTRACT ASSETS, NET (Details 1)	12 Months Ended
CONTRACT ASSETS, NET (Details 1)	Dec. 31, 2021 USD ($)
2019 FMP Contract [Member]
Contract assets	$ 1,358,340
Maintenance fees	391,737
Total	1,750,077
Less: current portion of contract receivable	1,750,077
Non-current portion	$ 0
Contracted payment due date	Dec. 31, 2022
2017 FMP Contract [Member]
Maintenance fees	$ 209,724
Total	209,724
Less: current portion of contract receivable	209,724
Non-current portion	$ 0
Contracted payment due date	Dec. 31, 2022

CONTRACT ASSETS, NET (Details 2) - USD ($)	12 Months Ended
CONTRACT ASSETS, NET (Details 2) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONTRACT ASSETS, NET
2017 FMP contract post-installation maintenance fee revenue	$ 201,085	$ 171,035	$ 187,559
Revenue from 2019 FMP "smart campus" contract	332,069	612,359	926,187
2019 FMP contract post-installation maintenance fee revenue	187,800	159,736	0
Total revenue from FMP "smart campus" contracts	$ 720,954	$ 943,130	$ 1,113,746

CONTRACT ASSETS, NET (Details Narrative) - USD ($)	12 Months Ended
CONTRACT ASSETS, NET (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total contract price under the 2019 FMP "smart campus" project			$ 2,300,000
Contract assets	$ 1,750,077
Contract receivable from smart campus	54,345
Recognized revenue	426,088	$ 440,190	1,118,842
Contract Price	300,000
Phase I [Member]
Contract Price	1,010,000.00
Phase II [Member]
Contract Price	500,000
2017 [Member] \| FMP [Member]
Total outstanding contract receivable	209,724
Total contract price	2,400,000
Post-contract maintenance and technical support fee	730,000		540,000
2017 [Member] \| FMP [Member] \| Experiment-Based Simulation Center [Member]
Contract Price		700,000
2019 [Member] \| FMP [Member]
Total outstanding contract receivable	1,266,872
Maintenance expense	391,737
Contract assets	1,750,077
Amount to be received from services		$ 766,289	$ 259,982
Services expense	$ 332,069

ADVANCE TO SUPPLIERS (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
ADVANCE TO SUPPLIERS (Details Narrative)
Advance to suppliers	$ 4,525,794	$ 94,648

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details)
Other receivable(1)	$ 108,129	$ 167,748
Prepaid expenses and other	67,827	55,639
Prepaid expenses and other assets	$ 175,956	$ 223,387

PROPERTY AND EQUIPMENT NET (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Total property and equipment	$ 347,369	$ 335,420
Less: accumulated depreciation	(311,985)	(286,272)
Property and equipment, net	35,384	49,148
Office Equipment And Furniture [Member]
Total property and equipment	9,581	8,128
Electronic equipment [Member]
Total property and equipment	98,937	94,335
Transportation vehicles [Member]
Total property and equipment	$ 238,851	$ 232,957

PROPERTY AND EQUIPMENT NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
PROPERTY AND EQUIPMENT NET
Depreciation expense	$ 18,652	$ 15,891	$ 40,038
Loss from disposal of property and equipment	$ 607	$ 37,468	$ 0

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Due to related party	$ 23,557	$ 0
Ms. Ngai Ngai Lam [Member]
Due from a related party		$ 1,439,080

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
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-Name Accounting Standards Codification
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+ Details

TAXES (Details) - USD ($)	12 Months Ended
TAXES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current tax provision	$ 300,034	$ 303,246	$ 156,038
Deferred tax provision	0	0	0
Income tax provision	300,034	303,246	156,038
PRC [Member]
Current tax provision	300,034	303,246	156,038
Deferred tax provision	0	0	0
Hong Kong [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
BVI [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
Cayman [Member]
Current tax provision	0	0	0
Deferred tax provision	$ 0	$ 0	$ 0

TAXES (Details 1)	12 Months Ended
TAXES (Details 1)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
TAXES
China Income tax statutory rate	25.00%	25.00%	25.00%
Permanent difference	1.10%	0.60%	0.40%
Effect of PRC preferential tax rate	(9.90%)	(10.00%)	(10.00%)
Non-PRC entities not subject to PRC income tax	15.40%	4.50%	10.90%
Effective tax rate	31.60%	20.10%	26.30%

TAXES (Details 2) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
TAXES
Income tax payable	$ 517,272	$ 512,231
Value added tax payable	221,243	118,832
Other taxes payable	2,451	2,588
Total taxes payable	$ 740,966	$ 633,651

TAXES (Details Narrative) - USD ($)	12 Months Ended
TAXES (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reduced tax rate	15.00%	15.00%	15.00%
Enterprise income tax rate	25.00%
Income tax rate	15.00%
Reduced income tax due to tax rate reduction	$ 196,148	$ 234,099	$ 101,398
Net income per share basic and diluted	$ 0.02	$ 0.04	$ 0.02
Hong Kong [Member]
Income tax rate	16.50%	16.50%

CONCENTRATIONS (Details Narrative)	12 Months Ended
CONCENTRATIONS (Details Narrative)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Concentration of credit risk	10.00%	33.10%
Total Purchases [member] \| Supplier Three [member]
Concentration of credit risk	26.00%	15.90%	14.60%
Customer two [Member] \| Maximum [Member]
Total outstanding accounts and contracts receivable balance	79.60%	86.00%
Customer two [Member] \| Minimum [Member]
Total outstanding accounts and contracts receivable balance	17.70%
Customer two [Member] \| Total revenue [Member]
Concentration of credit risk	48.40%	36.00%	36.30%	30.90%
Customer Three [Member] \| Total revenue [Member]
Concentration of credit risk	45.30%	30.10%	12.20%

SHAREHOLDERS EQUITY (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
SHAREHOLDERS EQUITY (Details Narrative) - USD ($)	May 12, 2020	Apr. 19, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 16, 2021	May 14, 2021	Jul. 08, 2019
Ordinary shares authorized				50,000,000	50,000,000
Share-based compensation				$ 2,235,000
Ordinary shares par value				$ 0.001	$ 0.001		$ 0.001		$ 0.001
Registration Statement, description			Form F-1 to register 6,000,000 ordinary shares of the Company in an effort to offer these shares to potential investors and raise funds as working capital and potential future acquisitions.
Ordinary sharers granted							1,500,000
Ordinary sharers issued				6,333,333	6,333,333
Ordinary sharers outstanding				13,848,333	6,333,333
Statutory reserve				$ 719,804	$ 551,146
Total restricted net assets				10,124,824	8,262,442
Proceeds from issuance of shares, net				29,047,088	$ 5,405,451	$ 0
Initial Public Offering [Member]
Ordinary shares par value	$ 6.00	$ 0.001
Ordinary sharers issued	1,333,333	6,000,000
Proceeds from issuance of shares, net	$ 5,400,000
Proceeds from issuance of shares, gross	8,000,000
Common Stocks
Share-based compensation				$ 53,250
Price per share		$ 5.0
Proceeds from issuance of offering, gross	$ 8,000,000	$ 29,000,000.0
Independent directors [Member]
Ordinary shares par value								$ 0.001
Ordinary sharers granted								15,000
Fair value of ordinery shares								$ 53,250

LEASES (Details)	12 Months Ended
LEASES (Details)	Dec. 31, 2021 USD ($)
LEASES
Right-of-use assets	$ 185,095
Right of use asset-accumulated amortization	(137,478)
Right-of-use assets, Net	47,617
Operating lease liabilities, current	47,617
Total operating lease liabilities	$ 47,617

LEASES (Details 1)	Dec. 31, 2021 USD ($)
LEASES
2022	$ 47,861
Total future minimum lease payments	47,861
Less imputed interest	(244)
Total	$ 47,617

LEASES (Details Narrative) - USD ($)	12 Months Ended
LEASES (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
LEASES
Rent expense	$ 92,537	$ 158,612	$ 235,894
lease term	6 years	1 year 5 months 30 days
Operating lease agreements expiration dates	lease agreements with various expiration dates in 2022
Operating Lease, Weighted Average Discount Rate, Percent	3.95%	3.95%

SEGMENT REPORTING (Details) - USD ($)	12 Months Ended
SEGMENT REPORTING (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 3,909,546	$ 5,023,099	$ 5,255,810
COST OF REVENUE	(1,149,148)	(2,157,033)	(3,360,694)
Gross profit	2,760,398	2,866,066	1,895,116
Operating expenses	(3,931,088)	1,429,346	1,376,456
Income (Loss) from operation	(1,170,690)	1,436,720	518,660
Depreciation and amortization	18,652	15,891	40,038
Capital expenditure	4,439	21,230	17,738
Total assets	43,633,731	12,773,914	6,853,140
Total liabilities	1,675,343	1,132,985	1,673,165
Overseas Study Consulting [Member]
Revenue	36,174	129,485	525,878
COST OF REVENUE	(51,744)	(85,733)	(264,695)
Gross profit	(15,570)	43,752	261,183
Operating expenses	(36,373)	36,846	140,765
Income (Loss) from operation	(51,943)	6,906	120,418
Total assets	403,731	329,285	685,702
Total liabilities	15,502	29,206	167,411
Depreciation and amortization	173	410	4,404
Capital expenditure	41	547	760
Tailored Job Readiness Services [Member]
Revenue	137,772	76,400
COST OF REVENUE	(117,107)	(64,903)
Gross profit	20,665	11,497
Operating expenses	(138,531)	21,740
Income (Loss) from operation	(117,866)	(10,243)
Depreciation and amortization	657	242
Capital expenditure	156	323
Total assets	1,537,648	194,288
Total liabilities	59,039	17,232
Joint Education Programs [Member]
Revenue	2,676,147	2,772,679	2,484,194
COST OF REVENUE	(364,580)	(594,035)	(1,508,356)
Gross profit	2,311,567	2,178,644	975,838
Operating expenses	(2,690,893)	788,978	700,850
Income (Loss) from operation	(379,326)	1,389,666	274,988
Total assets	29,867,990	7,051,018	3,239,183
Total liabilities	1,146,799	625,392	790,833
Depreciation and amortization	12,767	8,771	18,505
Capital expenditure	3,038	11,719	0
Textbook Sales [Member]
Revenue	0	48,976	13,150
COST OF REVENUE	0	(9,333)	(11,499)
Gross profit	0	39,643	1,651
Operating expenses	0	13,936	3,730
Income (Loss) from operation	0	25,707	(2,079)
Total assets	0	124,548	17,146
Total liabilities	0	11,047	4,186
Depreciation and amortization	0	155	64
Capital expenditure	0	207	304
Technological Consulting For Smart Campus Solutions [Member]
Revenue	1,059,453	1,995,559	2,232,588
COST OF REVENUE	(615,717)	(1,403,029)	(1,576,144)
Gross profit	443,736	592,530	656,444
Operating expenses	(1,065,291)	567,846	531,111
Income (Loss) from operation	(621,555)	24,684	125,333
Total assets	11,824,362	5,074,775	2,911,109
Total liabilities	454,003	450,108	710,735
Depreciation and amortization	5,055	6,313	17,065
Capital expenditure	$ 1,204	$ 8,434	$ 16,674

SUBSEQUENT EVENTS (Detail Narrative) - USD ($)		1 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Detail Narrative) - USD ($)	Apr. 07, 2022	Feb. 24, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 01, 2022	Dec. 16, 2021	Jul. 08, 2019
Ordinary shares par value			$ 0.001	$ 0.001		$ 0.001	$ 0.001
Acquire all equity interest					$ 60,000,000
Subsequent Event [Member] \| Accredited Investors[Member]
Issue and sell aggregate ordinary shares	6,000,000
Ordinary shares par value	$ 0.001
Aggregate purchase price	$ 9,000,000
Subsequent Event [Member] \| Chief Executive Officer [Member]
Ordinary shares par value		$ 0.001
Aggregate purchase price		$ 3,000,000
Purchased ordinary shares		2,000,000
Purchase price, per share		$ 1.50
FMP [Member]
Ownership interest			100.00%
Percentage of revenue			48.40%	45.30%
Strait College of Minjiang University [Member]
Ownership interest			100.00%
Percentage of revenue			36.00%	35.10%

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current assets
Prepaid expenses and other current assets	$ 175,956	$ 223,387
Total assets	43,633,731	12,773,914	$ 6,853,140
LIABILITIES	1,675,343	1,132,985	1,673,165
SHAREHOLDERS' EQUITY
Ordinary shares $0.001 par value, 50,000,000 shares authorized, 13848333 and 6333333 shares issued and outstanding at December 31, 2021 and 2020	13,848	6,333
Additional paid-in capital	40,686,311	9,358,487
Retained earnings	147,278	1,565,817
Total shareholders' equity	41,958,388	11,640,929	$ 5,179,975	$ 5,251,579
Total liabilities and shareholders' equity	43,633,731	12,773,914
Parent Company [Member]
Current assets
Prepaid expenses and other current assets	23,713	55,639
Investment in subsidiaries	41,934,675	11,585,290
Total assets	41,958,388	11,640,929
Accrued expenses and other current liabilities	0	0
LIABILITIES	0	0
SHAREHOLDERS' EQUITY
Ordinary shares $0.001 par value, 50,000,000 shares authorized, 13848333 and 6333333 shares issued and outstanding at December 31, 2021 and 2020	13,848	6,333
Additional paid-in capital	40,686,311	9,358,487
Retained earnings	1,258,229	2,276,109
Total shareholders' equity	41,958,388	11,640,929
Total liabilities and shareholders' equity	$ 41,958,388	$ 11,640,929

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating expenses
General and administrative expenses	$ (3,778,329)	$ (1,199,690)	$ (783,241)
Loss from operations	(1,170,690)	1,436,720	518,660
Net (loss) income	(1,249,881)	1,208,696	437,904
Comprehensive income attributable to the Company	(1,017,880)	1,680,250	359,733
Parent Company [Member]
Operating expenses
General and administrative expenses	(3,016,735)	(488,735)	0
Other expenses	0	(10)
Loss from operations	(3,016,735)	(488,745)	0
Equity in earnings of subsidiaries	1,998,855	0	437,904
Net (loss) income	(1,017,880)	1,680,250	437,904
Foreign currency translation adjustments		0	(78,171)
Comprehensive income attributable to the Company	$ (1,017,880)	$ 1,680,250	$ 359,733

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (1,249,881)	$ 1,208,696	$ 437,904
Adjustments to reconcile net cash flows from operating activities:
Equity in earnings of subsidiary	2,235,000
Prepaid expenses and other current assets	33,653	128,658	(57,406)
Net cash used in operating activities	(1,412,238)	635,814	(338,432)
Net cash used in investing activities	(7,543)	(1,396,125)	(471,407)
Net proceeds from issuance of ordinary shares	29,047,088	5,405,451	0
Net cash provided by financing activities	29,056,503	3,965,652	439,193
Change in cash	27,670,972	3,305,170	(374,887)
Cash, beginning of year	5,007,449	1,702,279	2,077,166
Cash, end of year	32,678,421	5,007,449	1,702,279
Parent Company [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	(1,017,880)	1,680,250	437,904
Share-based compensation	2,288,251	0	0
Adjustments to reconcile net cash flows from operating activities:
Equity in earnings of subsidiary	1,998,855	(2,168,995)	(437,904)
Prepaid expenses and other current assets	31,926	(55,639)	0
Net cash used in operating activities	3,301,152	(544,384)	0
Investment in subsidiaries	(32,348,240)	(4,861,067)	0
Net cash used in investing activities	(32,348,240)	(4,861,067)	0
Net proceeds from issuance of ordinary shares	29,047,088	5,405,451	0
Net cash provided by financing activities	29,047,088	5,405,451	0
Change in cash	0	0	0
Cash, beginning of year	0	0	0
Cash, end of year	$ 0	$ 0	$ 0