Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | May 24, 2024 | |
Details | ||
Registrant CIK | 0001276531 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Securities Act File Number | 000-50559 | |
Entity Registrant Name | SCIENTIFIC ENERGY, INC. | |
Entity Incorporation, State or Country Code | UT | |
Entity Tax Identification Number | 87-0680657 | |
Entity Address, Address Line One | Room M, 21F | |
Entity Address, Address Line Two | Tong Nam Ah Commercial Centre | |
Entity Address, Address Line Three | 180 Alameda Dr. | |
Entity Address, City or Town | Carlos D’Assumpcao | |
Entity Address, Country | MK | |
Entity Address, Postal Zip Code | 00000 | |
Entity Address, Address Description | Address of principal executive offices including zip code | |
Country Region | 852 | |
City Area Code | 25 | |
Local Phone Number | 30-2089 | |
Phone Fax Number Description | Registrant’s telephone number | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 263,337,500 | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (March 31, 2024 Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 2,983,315 | $ 3,164,464 |
Loan receivables | 1,018,570 | 958,534 |
Accounts receivable | 2,149,218 | 1,338,318 |
Other receivables | 733,574 | 593,415 |
Amount due from related companies | 1,941,332 | 491,256 |
Amount due from joint venture | 319 | 24,679 |
Inventories | 88,573 | 67,569 |
Prepaid expense | 1,211,556 | 645,667 |
Total current assets | 10,126,457 | 7,283,902 |
Non-current assets | ||
Property, plant and equipment, net | 213,452 | 192,336 |
Intangible assets | 1,377,246 | 1,423,234 |
Goodwill | 72,667,589 | 72,667,589 |
Operating lease right to use assets | 196,600 | 236,478 |
Deposits | 140,869 | 145,532 |
Total non-current assets | 74,595,756 | 74,665,169 |
Total assets | 84,722,213 | 81,949,071 |
Current liabilities | ||
Accounts payable | 5,474,993 | 5,077,329 |
Accrued expenses | 2,994,140 | 2,699,239 |
Amount due to related company | 1,653,032 | 0 |
Deposit received | 1,671,317 | 1,762,678 |
Other payables | 1,501,366 | 1,308,957 |
Bank loans | 2,226,130 | 2,239,534 |
Operating lease liabilities | 124,131 | 188,214 |
Total current liabilities | 15,645,109 | 13,275,951 |
Non-current liabilities | ||
Bank loans | 0 | 18,647 |
Operating lease liability | 72,469 | 48,264 |
Total non-current liabilities | 72,469 | 66,911 |
Total liabilities | 15,717,578 | 13,342,862 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity | ||
Preferred Stock, Value | 0 | 0 |
Common Stock, Value | 2,633,375 | 2,633,375 |
Additional paid in capital | 78,460,638 | 78,460,638 |
Accumulated deficit | (11,530,683) | (11,946,908) |
Accumulated other comprehensive income | 45,447 | 40,217 |
Total stockholders' surplus | 69,608,777 | 69,187,322 |
Non-controlling interests | (604,142) | (581,113) |
Total liabilities and stockholders' equity | $ 84,722,213 | $ 81,949,071 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (March 31, 2024 Unaudited) - Parenthetical - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS (March 31, 2024 Unaudited) | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 263,337,500 | 263,337,500 |
Common Stock, Shares, Outstanding | 263,337,500 | 263,337,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) | ||
REVENUE | $ 10,404,933 | $ 9,217,753 |
COST OF REVENUE | (5,908,122) | (5,287,998) |
GROSS PROFIT | 4,496,811 | 3,929,755 |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 4,040,173 | 3,233,927 |
Depreciation and amortization | 47,299 | 31,468 |
Total operating expenses | 4,087,472 | 3,265,395 |
NET PROFIT FROM OPERATIONS | 409,339 | 664,360 |
Other income (expense) | ||
Interest expense, net | (24,805) | (8,791) |
Net income before provision for income taxes | 384,534 | 655,569 |
Income taxes | 0 | 0 |
NET INCOME | 384,534 | 655,569 |
Net income/(loss) attributable to non-controlling interests | 31,691 | (6,510) |
Net income attributable to Scientific Energy, Inc | 416,225 | 649,059 |
OTHER COMPREHENIVE (LOSS) / GAIN | ||
Foreign translation (loss) gain | 5,230 | (11,923) |
Net income (loss) | 384,534 | 655,569 |
Total comprehensive income | 389.764 | 637,136 |
Foreign translation gain (loss) attributable to non-controlling interest | 8,662 | 0 |
Comprehensive income attributable to Scientific Energy, Inc | $ 424,887 | $ 649,059 |
Net loss per common share, basic and diluted | $ 0.001 | $ 0.002 |
Weighted average common shares outstanding, basic and diluted | 263,337,500 | 263,337,500 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' SURPLUS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Common Stock | ||
Equity Balance, Starting | $ 2,633,375 | $ 2,633,375 |
Shares Outstanding, Starting | 263,337,500 | 263,337,500 |
Stockholders' Equity, Other | $ 0 | $ 0 |
Net Income (Loss) | 0 | 0 |
Equity Balance, Ending | $ 2,633,375 | $ 2,633,375 |
Shares Outstanding, Ending | 263,337,500 | 263,337,500 |
Additional Paid-in Capital | ||
Equity Balance, Starting | $ 78,460,638 | $ 78,460,638 |
Stockholders' Equity, Other | 0 | 0 |
Net Income (Loss) | 0 | 0 |
Equity Balance, Ending | 78,460,638 | 78,460,638 |
Retained Earnings | ||
Equity Balance, Starting | (11,946,908) | (14,034,905) |
Stockholders' Equity, Other | 0 | 0 |
Net Income (Loss) | 416,225 | 649,059 |
Equity Balance, Ending | (11,530,683) | (13,385,846) |
AOCI Including Portion Attributable to Noncontrolling Interest | ||
Equity Balance, Starting | 40,217 | 32,629 |
Stockholders' Equity, Other | 5,230 | (11,923) |
Net Income (Loss) | 0 | 0 |
Equity Balance, Ending | 45,447 | 20,706 |
Noncontrolling Interest | ||
Equity Balance, Starting | (581,113) | (160,788) |
Stockholders' Equity, Other | 8,662 | 0 |
Net Income (Loss) | (31,691) | 6,510 |
Equity Balance, Ending | (604,142) | (154,278) |
Equity Balance, Starting | 68,606,209 | 66,930,949 |
Stockholders' Equity, Other | 13,892 | (11,923) |
Net Income (Loss) | 384,534 | 655,569 |
Equity Balance, Ending | $ 69,004,635 | $ 67,574,595 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 384,534 | $ 655,569 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 18,246 | 9,555 |
Amortization | 29,053 | 21,913 |
Loss on disposal of property and equipment | 0 | 637 |
Account receivables | (810,900) | 268,851 |
Inventories | (21,003) | 28,278 |
Deposits | 4,663 | 2,447 |
Prepaid expenses | (565,889) | 90,166 |
Other receivables | (140,158) | (104,937) |
Accrued expenses | 294,900 | (229,344) |
Deposits received | (91,361) | (96,781) |
Other payable | (8,266) | (42,413) |
Accounts payable | 397,664 | (1,547,381) |
Net cash used in operating activities | (508,517) | (943,440) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment | (41,613) | (2,207) |
Repayment from related company | 202,956 | 11,086 |
Repayment from shareholder | 200,675 | 74,935 |
Repayment from joint venture | 24,359 | 88,283 |
Loan receivable to joint venture | (60,036) | 0 |
Net cash provided by investing activities | 326,341 | 172,097 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of bank borrowings | (18,615) | (33,624) |
Net cash used in financing activities | (18,615) | (33,624) |
Effect of currency rate changes on cash | 19,642 | (17,735) |
Net decrease in cash and cash equivalents | (181,149) | (253,854) |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning Balance | 3,164,464 | 2,077,797 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance | 2,983,315 | 1,255,095 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 24,805 | 8,791 |
Income taxes paid | 0 | 0 |
Non cash financing activities | ||
Record right to use assets upon adoption of ASC 842 | 196,600 | 426,888 |
Record lease liabilities upon adoption of ASC 842 | $ 196,600 | $ 426,888 |
NOTE 1 - ORGANIZATION AND PRINC
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Scientific Energy, Inc., (the "Company") was incorporated under the laws of the State of Utah on May 30, 2001. Prior to August 2011, the Company was principally devoted to the buying and selling of various types and grades of graphite, such as medium- and high-carbon graphite, high-purity graphite, micro-powder graphite and expandable graphite. In August 2011, the Company decided to engage in a business of e-commerce platform. Currently the Company is in the process of developing a website, which provides an e-commerce platform, where registered members can exchange goods and services. On March 28, 2006, the Company set up a wholly owned subsidiary, PDI Global Limited (“PDI”), which was incorporated in the British Virgin Islands in order to engage in a business of e-commerce platform. In January 2008, the Company entered into a joint venture agreement with China Resources Development Group Ltd., a Hong Kong company. Under the agreement, a joint venture company, Kabond Investments Ltd (the “JVC”), was established in Hong Kong, and the Company invested $39.6 million Hong Kong dollars (approximately $5.09 million) into the JVC for 72% of the JVC’s capital shares, and China Resources Development Group Ltd., jointly with its partner, invested $15.4 million Hong Kong dollars (approximately $1.98 million) into the JVC to receive 28% of the JVC’s capital shares. In December 2008, all equity interest of the JVC owned by the Company was sold to a third party for $39.6 million Hong Kong dollars (approximately $5,109,743). In January 2009, the Company through its wholly-owned subsidiary, PDI, entered into a joint venture agreement with China Resources Development Group Ltd. Under the agreement, the Company agreed to invest $43,040,000 Hong Kong dollars (approximately $5.55 million) into a joint venture company Sinoforte Ltd. in Hong Kong (“Sinoforte”). The Company got 80% of Sinoforte's capital shares, and China Resources invested $10,222,000 Hong Kong dollars, approximately $1,318,967, and another investor invested $538,000 Hong Kong dollars, or approximately $69,419, into Sinoforte for 19% and 1% of Sinoforte's capital shares, respectively. The main business of Sinoforte was trading mineral products such as graphite produced in China. In June 2009 and September 2009, respectively, China Resources and the other minority investor cancelled their investments in Sinoforte, and the full amount of their original investments was returned. As a result, Sinoforte became a wholly-owned subsidiary of PDI. On December 8, 2020, PDI sold all the shares of Sinoforte to the Company at consideration of HK$10. On February 28, 2012, the Company set up a wholly-owned subsidiary, Makeliving Ltd., which was incorporated in the Cayman Islands in order to engage in a business of e-commerce platform. On January 23, 2018, the Company entered into an agreement with Cityhill Limited, a wholly owned subsidiary of South Sea Petroleum Holdings Limited, a Hong Kong listed public company, pursuant to which parties agreed to establish a joint venture (the “Joint Venture”). Each party owns 50% equity interest in the Joint Venture respectively. On February 8, 2021, the Company acquired an entire share of a Hong Kong company, Qwestro Limited, for HK$1,000 without any goodwill and bargaining purchase. On March 24, 2021, the Company disposed of its wholly-owned dormant subsidiary, PDI Global Limited, with a positive net worth of $1 to an unaffiliated third-party purchaser for $1. In September 27, 2021, the Company completed the acquisition of 98.75% shares of Macao E-Media Development Company Limited (“MED”). As consideration for the MED shares, the Company agreed to issue the Sellers, or its assigns, in a total of 131,337,500 shares of the Company’s restricted common stock, par value $0.01 per share, at a consideration of $0.50 per share, in the aggregate consideration of $65,668,750 (the “Purchase Price”). As a result of this acquisition, MED becomes a 98.75% owned subsidiary of the Company. MED was founded at Macau in 2011. Its main area of business includes food and grocery order-pickup-delivery services from local restaurants, supermarkets and hotels. MED has five subsidiaries, each of which is in charge of respective area such as Development & Maintenance, Marketing & Operation, Logistics & Delivery, Payment & Clearance, Emerging Market Business Development. On December 22, 2023, the Company established a new wholly-owned subsidiary, Graphite Energy, Inc., which was incorporated in the State of Florida. The purpose of forming this new subsidiary is to enter the business of graphite production and sales, including establishing a production line for graphite refined powder products in Madagascar. On January 2023, the Company acquired 90% shares of Fresh Life Technology Company Limited (“Fresh Life”) through its subsidiary, Zhuhai Migua Technology Company Limited. The main business of Fresh Life is provision of logistic services in Macau. On October 9, 2023, the Company acquired 70% shares of Citysearch Technology (HK) Company Limited (“Citysearch”) in Hong Kong. The main business of Citysearch is provision of group dining service platform, which mainly solves the lunch and dinner group dining needs for corporate employees in Hong Kong. As a startup, for the period ended December 31, 2023, Citysearch had a revenue of approximately $27,450, and net loss of approximately $969,632. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders. The accompanying consolidated financial statements present the financial position and the results of operations of the Company and its 100% owned subsidiaries, Sinoforte Limited. Qwestro Limited, in turn, is the 100% owned subsidiary and consolidates with Sinoforte Limited. The Company has 100% owned subsidiary, Graphite Energy, Inc., established in USA. The Company has 98.75% owned subsidiary, MED. Zhuhai Chengmi Technology Limited, Guangzhou Chengmi Technology Company Limited, in turn, are the 100% owned subsidiaries with MED. Squirrel Logistic Company Limited and Green Supply Chain Management Company Limited are the 99% owned subsidiaries with MED. Zhuhai Migua Technology Company Limited is 100% owned subsidiary by Zhuhai Chengmi Technology Limited and has a 90% owned subsidiary, Fresh Life Technology Company Limited. The Company acquired 70% shares of Citysearch. All of the above companies consolidate with MED. Summaries of subsidiaries: Name of subsidiary Jurisdiction of organization Sinoforte Limited Hong Kong Qwestro Limited (100% subsidiary of Sinoforte Limited) Hong Kong Macao E-Media Development Company Limited Macau Squirrel Logistic Company Limited (99% subsidiary of Macao E-Media Development Company Limited) Macau Green Supply Chain Management Company Limited (99% subsidiary of Macao E-Media Development Company Limited) Macau Guangzhou Chengmi Technology Company Limited (100% subsidiary of Macao E-Media Development Company Limited) China Zhuhai Chengmi Technology Limited (100% subsidiary of Macao E-Media Development Company Limited) China Zhuhai Migua Technology Company Limited (100% subsidiary of Zhuhai Chengmi Technology Limited) China Fresh Life Technology Company Limited (90% subsidiary of Zhuhai Migua Technology Company Limited) Macau Citysearch Technology (HK) Company Limited (70% subsidiary of Macao E-Media Development Company Limited Hong Kong Graphite Energy, Inc. USA All significant intercompany transactions and balances have been eliminated in consolidation. Business Combinations The Company accounts for acquisition of entities that include inputs and processes and has the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024. The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenue is recorded. The Company defers any revenue for which the product has not been delivered or services have not been rendered or are subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required. Revenues on the sale of products, net of estimated costs of returns and allowance, are recognized at the time products are shipped to customers, legal title has passed, and all significant contractual obligations of the Company have been satisfied. Products are generally sold on open accounts under credit terms customary to the geographic region of distribution. The Company performs ongoing credit evaluations of the customers and generally does not require collateral to secure the accounts receivable. The Company is operating mobile platform of ordering and delivery services for restaurants and supermarket in Macau, together recognizing revenue on closed transactions. Segment information ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. All sales and substantial assets of the Company are in the Greater Bay Area. The Company applies the management approach to the identification of our reportable operating segments as provided in accordance with ASC 280-10. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. Use of Estimates The preparation of the consolidated consolidated Concentration of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of March 31, 2024, and December 31, 2023, the Company maintained $2,809,330 and $3,157,764 in foreign bank accounts not subject to FDIC coverage. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks. Comprehensive Income (Loss) The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments. Foreign Currency Translation The Company translates the foreign currency consolidated The consolidated The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations. The exchange rates used to translate amounts in HKD and MOP into US Dollars for the purposes of preparing the consolidated financial statements were as follows: March 31, December 31, 2024 2023 Exchange rate on balance sheet dates USD : HKD exchange rate 7.8235 7.8099 USD : MOP exchange rate 8.0582 8.0441 For the three months ended March 31, 2024 2023 Average exchange rate for the period USD : HKD exchange rate 7.8207 7.8388 USD : MOP exchange rate 8.0553 8.0740 Property, plant and equipment The estimated useful lives of property, plant and equipment are as follows: Office equipment 3-5 years Furniture and fixtures 3-5 years The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value. The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value. Fair value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. Intangible assets Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method based on their estimated useful lives as follows: Software 1-10 years The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Trade receivables Trade receivables are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company considered the amounts of receivables in dispute and believes an allowance for these receivables were not necessary as of March 31, 2024 and December 31, 2023. Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that is directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Earnings (Loss) Per Share Earnings Per Share (‘EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding at March 31, 2024 and December 31, 2023. Investment in Unconsolidated Joint Ventures The Company entered into a JV agreement with an independent third party, to form a JV company. The joint venture agreement provides the Company with only the rights to the assets and obligation for the liabilities of the joint arrangement resting primarily with the JV. In adopting ASC Topic 323, Investments - Equity Method and Joint Ventures (Topic 323), the Company’s investment in joint venture is accounted for using the equity method. Inventories Inventories are carried at the lower of cost and net realizable value, as determined using the weighted average cost method. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. The Company entered into a purchase agreement with JV company and through their platform to purchase of gold. In adopting ASC Topic 330, Inventory, it permits certain inventories such as precious metals, agricultural and mineral inventories to be stated above cost in exceptional cases. We believe that because our business model is to trade gold and held in short-term, market value is a more useful and relevant measurement than lower of cost or market value. Goodwill Goodwill is recorded as the difference between the aggregate consideration paid for in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. Non-controlling interest Non-controlling interests represent the equity interests in the subsidiaries that are not attributable, either directly or indirectly, to the Company. Recent Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN As shown in the accompanying consolidated financial statements, the Company has an accumulated deficit of $11,530,683 as of March 31, 2024. The Company also experienced insufficient cash flows from operations and will be required continuous financial support from the shareholders. The Company will need to raise capital to fund its operations until it is able to generate sufficient revenue to support the future development. Moreover, the Company may be continuously raising capital through the sale of debt and equity securities. The Company’s ability to achieve these objectives cannot be determined at this stage. If the Company is unsuccessful in its endeavors, it may be forced to cease operations. These consolidated financial statements do not include any adjustments that might result from this uncertainty which may include adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors have raised substantial doubt about the Company’s ability to continue as a going concern. There can be no assurances that the Company will be able to obtain adequate financing or achieve profitability. These consolidated |
NOTE 4 - PROPERTY, PLANT AND EQ
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows: Schedule of Property and Equipment March 31, 2024 December 31, 2023 (unaudited) Office furniture and fixtures $ 39,117 $ 41,725 Office equipment 280,324 243,151 Vehicles 6,391 6,402 Less: accumulated depreciation (112,380 ) (98,942 ) Property, plant and equipment, net $ 213,452 $ 192,336 Depreciation expense for the three months ended March 31, 2024 and 2023 was $18,246 and $9,555, respectively. |
NOTE 5 - INTANGIBLE ASSETS
NOTE 5 - INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 5 - INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Software as of March 31, 2024 and December 31, 2023 is summarized as follows: March 31, December 31, 2024 2023 Software $ 2,317,778 $ 2,345,637 Less: accumulated amortization (940,532 ) (922,403 ) Intangible assets, net $ 1,377,246 $ 1,423,234 Amortization expense for the three months ended March 31, 2024 and 2023 was $29,053 and $21,913, respectively. |
NOTE 6 - ACQUISITION OF SUBSIDI
NOTE 6 - ACQUISITION OF SUBSIDIARIES | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 6 - ACQUISITION OF SUBSIDIARIES | NOTE 6 – ACQUISITION OF SUBSIDIARIES The Company completed the valuations for Macao E-Media Development Company Limited necessary to assess the fair values of the tangible assets acquired and liabilities assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, September 27, 2021: (a) Acquisition of Citysearch Technology (HK) Company Limited On October 9, 2023, the Company acquired 70% shares of Citysearch Technology (HK) Company Limited (“Citysearch”) in Hong Kong with $1,149,346 consideration. The main business of Citysearch is provision of group dining service platform, which mainly solves the lunch and dinner group dining needs for corporate employees in Hong Kong. The Company completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, October 9, 2023. Property, plant and equipment $ 6,911 Other receivables and prepayment 94,803 Amount due from related parties 381,086 Cash and cash equivalents 747,332 Other payables and accruals (323,742) Goodwill 170,069 Non-controlling interest 72,887 Total consideration paid in cash $ 1,149,346 Less: Cash and cash equivalents (747,332) Net cash outflow arising from the acquisition of a subsidiary $ 402,014 The transaction resulted in allocation of $170,069 to goodwill, representing the financial, strategic and operational value of the transaction to the Company. Goodwill is attributed to the premium that the Company paid to obtain the value of the business of Citysearch and the synergies expected from the combined operations of Citysearch and the Company, the assembled workforce and their knowledge and experience in provision of dining services. The total amount of the goodwill acquired is not deductible for tax purposes. (b) Acquisition of Fresh Life Technology Company Limited On January 2023, the Company acquired 90% shares of Fresh Life Technology Company Limited (“Fresh Life”) in Macau with Nil consideration. The main business of Fresh Life is provision of logistic services in order to support MED’s business. The Company completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, January 1, 2023. Amount due to related parties $ (925,423) Goodwill 832,881 Non-controlling interest 92,542 Net cash outflow arising from the acquisition of a subsidiary $ - The transaction resulted in allocation of $832,881 to goodwill, representing the financial, strategic and operational value of the transaction to the Company. Goodwill is attributed to the premium that the Company paid to obtain the value of the business of Fresh Life and the synergies expected from the combined operations of Fresh Life and the Company, the assembled workforce and their knowledge and experience in provision of logistic services. The total amount of the goodwill acquired is not deductible for tax purposes. |
NOTE 7 - GOODWILL
NOTE 7 - GOODWILL | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 7 - GOODWILL | NOTE 7 – GOODWILL March 31, 2024 December 31, 2023 Goodwill $ 72,667,589 $ 71,664,639 Acquisition of subsidiaries - 1,002,950 Balance at end of period $ 72,667,589 $ 72,667,589 Goodwill has been allocated for impairment testing purposes to the acquisition of the shares of Macao E-Media Development Company Limited including its subsidiaries Fresh Life Technology Company Limited and Citysearch Technology (HK) Company Limited by the Company. The Company performed goodwill impairment test at the reporting unit level on an annual basis and between annual tests when an event occurs or circumstances change indicating the asset might be impaired. As of December 31, 2023, the Company performed testing on reporting unit. The Company first assessed qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For those reporting units where it is determined that it is more likely than not that their fair values are less than the units’ carrying amounts, the Company will perform the first step of a two-step quantitative goodwill impairment test. After performing the assessment, if the carrying amounts of the reporting units are higher than their fair values, the Company will perform the second step of the two-step quantitative goodwill impairment test. For the two-step goodwill impairment test, the Company estimated the fair value with income approach for specific reporting unit component. With the income approach, the Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on the best estimate of future net sales and operating expenses, based primarily on expected expansion, pricing, market share, and general economic conditions. Certain estimates of discounted cash flows involve businesses with limited financial history and developing revenue models. Changes in these forecasts could significantly change the amount of impairment recorded, if any. Nil impairment loss of Goodwill being recorded for the three months ended March 31, 2024, and year ended December 31, 2023, respectively. |
NOTE 8 - RIGHT TO USE ASSETS AN
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY | NOTE 8 – RIGHT TO USE ASSETS AND LEASE LIABILITY In January 2020, the Company entered a two-year lease for office space of approximately 770 square feet in Hong Kong, expiring January 10, 2022, with monthly payments of approximately $4,404 per month. In September 2021, the Company entered the lease agreement for office and supermarket with MED and its subsidiaries in Macao and Zhuhai, with monthly payments of approximately $28,351 per month. In 2023, MED’s subsidiary, Citysearch Technology (HK) Company Limited, entered into a two-year lease for a cafe shop space of approximately 708 square feet in Hong Kong, expiring August 2025 with monthly payment of approximately $5,005 per month. At lease commencement date, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined the initial present value, at inception, of $1,018,954. Right to use assets is summarized below: March 31, 2024 December 31, 2023 Macao and Zhuhai $ 374,154 $ 805,253 Hong Kong 213,701 213,701 Subtotal 587,855 1,018,954 Less: accumulated depreciation (391,255) (782,476) Right to use assets, net $ 196,600 $ 236,478 During the three months ended March 31, 2024 and 2023, the Company recorded $61,231 and $88,669 as depreciation on ROU assets; and the Company recorded $4,092 and $9,724 as financial interest to current period operations. Lease liability is summarized below: March 31, 2024 December 31, 2023 Macao and Zhuhai $ 21,517 $ 134,375 Hong Kong 175,083 102,103 Total lease liability 196,600 236,478 Less: short term portion (124,131) (188,214) Long term portion $ 72,469 $ 48,264 Maturity analysis under these lease agreements are as follows: March 31, 2024 December 31, 2023 Period / year ended March 31, 2024 and December 31, 2023 $ 209,319 $ 248,389 Less: Present value discount (12,719) (11,911) Lease liability $ 196,600 $ 236,478 Lease expense for the three months ended March 31, 2024 was comprised of the following: Operating lease expense $ 58,811 Short-term lease expense 52,574 $ 111,385 Lease expense for the three months ended March 31, 2023 was comprised of the following: Operating lease expense $ 75,103 Short-term lease expense 15,887 $ 90,990 |
NOTE 9 - LOAN RECEIVABLES
NOTE 9 - LOAN RECEIVABLES | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 9 - LOAN RECEIVABLES | NOTE 9 - LOAN RECEIVABLES On September 10, 2021, the Company’s subsidiary, Sinoforte Limited entered into a business loan agreement, by and among the company, Gold Gold Gold Limited (“3G”), whereby the Company provide the fund for $1,000,000 to 3G for the business operating use. The loan amount was unsecured, with interest rate 5% p.a. and no fixed term of repayment. |
NOTE 10 - INVENTORIES
NOTE 10 - INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 10 - INVENTORIES | NOTE 10 - INVENTORIES The Company purchased gold from the platform under its joint venture, Gold Gold Gold Limited. Inventories for gold as of March 31, 2023 was $522. The Macao subsidiary, Green Supply Chain Management Company Limited who was trading as supermarket and had $79,420 merchandise inventory as of March 31, 2023. |
NOTE 11 - BANK LOANS
NOTE 11 - BANK LOANS | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 11 - BANK LOANS | NOTE 11 – BANK LOANS The bank loans are borrowed by MED and Zhuhai Chengmi Technology Company Limited (“Chengmi”). The banking credit facility from MED dated March 3, 2020 for a maximum principal of $374,672 expiring July 31, 2025 at an interest rate of 4.25% per annum. This loan is secured against the directors of MED and for the use of MED operation due to the outbreak of COVID-19. On June 13, 2022, MED borrowed another loan from Ant Bank (Macao) Limited with principle of $623,239 (equivalent to MOP5,000,000), at an interest rate of 4% per annum with no fixed term of repayment. In May and June 2023, Chengmi borrowed the loans with principle of $362,505 and $414,731, repaid within a year and at an interest rate of 4.5% per annum. In June 2023, Chengmi borrowed the loans with principle of $85,518 and $59,052, repaid within a year and at an interest rate of 4.4% per annum. Bank loans are summarized below: March 31, 2024 December 31, 2023 Bank loans $ 2,226,130 $ 2,258,181 Less: short term portion (2,226,130 ) (2,239,534 ) Long term portion $ - $ 18,647 |
NOTE 12 - CAPITAL STOCK
NOTE 12 - CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 12 - CAPITAL STOCK | NOTE 12 – CAPITAL STOCK The Company is authorized to issue 500,000,000 shares of common stock, $0.01 par value, and 25,000,000 shares of preferred stock, $0.01 par value. As of March 31, 2024 and December 31, 2023, there were 263,337,500 shares of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding. As of March 31, 2024, Kelton Capital Group Ltd. owned 31,190,500 shares, or 11.84%, of the Company’s common stock, Jiang Haitao owned 46,588,236 shares, or 17.69%, of the Company’s common stock, and CEDE & Co owned 26,008,850 shares, or 9.88%, of the Company’s common stock. Other than Kelton Capital Group Ltd, Jiang Haitao and CEDE & Co, no person owns 5% or more of the Company’s issued and outstanding shares. |
NOTE 13 - INCOME (LOSS) PER SHA
NOTE 13 - INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 13 - INCOME (LOSS) PER SHARE | NOTE 13 – INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted profit/(loss) per common share for the three months ended March 31, 2024 and 2023, respectively: March 31, 2024 March 31, 2023 (unaudited) (unaudited) Numerator - basic and diluted Net income $ 384,534 $ 649,059 Denominator Weighted average number of common shares outstanding —basic and diluted 263,337,500 263,337,500 Income per common share — basic and diluted $ 0.001 $ 0.002 |
NOTE 14 - JOINT VENTURE
NOTE 14 - JOINT VENTURE | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 14 - JOINT VENTURE | NOTE 14 - JOINT VENTURE Gold Gold Gold Limited (“JV”) was created in February 2018. The Company entered into a JV agreement with primary activity of trading of gold. The Company injected $12,839 (HK$100,000) to the JV during the year ended December 31, 2019. The Company shared the operating loss from JV of $12,839 during the year. Summarized financial information for joint venture is as follows: Balance Sheets: March 31, 2024 December 31, 2023 (unaudited) (audited) Property, plant and equipment, net $ 1,213 $ 1,488 Other receivables and prepaid 9,413 9,213 Amount due from related company 9,126 - Inventory 119,101 119,310 Cash and cash equivalents 17,123 49,422 Total assets 155,976 179,433 Accrual expense (1,003 ) (1,152 ) Other payable to shareholder (4,352,779 ) (4,310,453 ) Customer deposit (433,781 ) (404,659 ) Total liabilities (4,787,563 ) (4,716,264 ) Net liabilities $ (4,631,587 ) $ (4,536,831 ) Statement of Operations: Three months ended March 31, 2024 (unaudited) Revenue $ - Less: Cost of sales - - Operating expense (48,320 ) Depreciation (273 ) Net loss from operations (48,593 ) Other income (expense): Interest (expense) income, net (54,118 ) Net loss $ (102,711 ) |
NOTE 15 - RELATED PARTY BALANCE
NOTE 15 - RELATED PARTY BALANCES | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 15 - RELATED PARTY BALANCES | NOTE 15 - RELATED PARTY BALANCES Due from related parties The balance due from related parties was as following: March 31, 2024 December 31, 2023 $ $ Citysearch Technology (Macao) Limited (1) 1,402 1,405 Kangaroo Technology Co., Limited (2) 1,452,033 - Gloryful Company Limited (3) 2,110 2,113 Littlemi Technology Company Limited (4) 117,077 117,282 Nanjing Chengmi Technology Company Limited (5) 149,934 151,297 Watermelon Cultural Communication Company Limited (6) 218,776 219,159 1,941,332 491,256 Note: (1) Citysearch Technology (Macao) Limited is 90% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. (2) Kangaroo Technology Co., Limited has common director with Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. (3) Gloryful Company Limited is 6% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. (4) Littlemi Technology Company Limited is 50% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. (5) Nanjing Chengmi Technology Company Limited is 100% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. (6) Watermelon Cultural Communication Company Limited 51% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. |
NOTE 16 - COMMITMENTS AND CONTI
NOTE 16 - COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 16 - COMMITMENTS AND CONTINGENCIES | NOTE 16 - COMMITMENTS AND CONTINGENCIES Legal proceedings As of March 31, 2024, the Company is not aware of any material outstanding claim and litigation against them. |
NOTE 17 - SUBSEQUENT EVENTS
NOTE 17 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
NOTE 17 - SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events,” the Company has evaluated subsequent events through the date of filing. No material subsequent events were noted. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders. The accompanying consolidated financial statements present the financial position and the results of operations of the Company and its 100% owned subsidiaries, Sinoforte Limited. Qwestro Limited, in turn, is the 100% owned subsidiary and consolidates with Sinoforte Limited. The Company has 100% owned subsidiary, Graphite Energy, Inc., established in USA. The Company has 98.75% owned subsidiary, MED. Zhuhai Chengmi Technology Limited, Guangzhou Chengmi Technology Company Limited, in turn, are the 100% owned subsidiaries with MED. Squirrel Logistic Company Limited and Green Supply Chain Management Company Limited are the 99% owned subsidiaries with MED. Zhuhai Migua Technology Company Limited is 100% owned subsidiary by Zhuhai Chengmi Technology Limited and has a 90% owned subsidiary, Fresh Life Technology Company Limited. The Company acquired 70% shares of Citysearch. All of the above companies consolidate with MED. Summaries of subsidiaries: Name of subsidiary Jurisdiction of organization Sinoforte Limited Hong Kong Qwestro Limited (100% subsidiary of Sinoforte Limited) Hong Kong Macao E-Media Development Company Limited Macau Squirrel Logistic Company Limited (99% subsidiary of Macao E-Media Development Company Limited) Macau Green Supply Chain Management Company Limited (99% subsidiary of Macao E-Media Development Company Limited) Macau Guangzhou Chengmi Technology Company Limited (100% subsidiary of Macao E-Media Development Company Limited) China Zhuhai Chengmi Technology Limited (100% subsidiary of Macao E-Media Development Company Limited) China Zhuhai Migua Technology Company Limited (100% subsidiary of Zhuhai Chengmi Technology Limited) China Fresh Life Technology Company Limited (90% subsidiary of Zhuhai Migua Technology Company Limited) Macau Citysearch Technology (HK) Company Limited (70% subsidiary of Macao E-Media Development Company Limited Hong Kong Graphite Energy, Inc. USA All significant intercompany transactions and balances have been eliminated in consolidation. |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Business Combinations (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Business Combinations | Business Combinations The Company accounts for acquisition of entities that include inputs and processes and has the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Interim Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Interim Financial Statements | Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024. The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenue is recorded. The Company defers any revenue for which the product has not been delivered or services have not been rendered or are subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required. Revenues on the sale of products, net of estimated costs of returns and allowance, are recognized at the time products are shipped to customers, legal title has passed, and all significant contractual obligations of the Company have been satisfied. Products are generally sold on open accounts under credit terms customary to the geographic region of distribution. The Company performs ongoing credit evaluations of the customers and generally does not require collateral to secure the accounts receivable. The Company is operating mobile platform of ordering and delivery services for restaurants and supermarket in Macau, together recognizing revenue on closed transactions. |
NOTE 2 - SUMMARY OF SIGNIFICA_5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Segment information (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Segment information | Segment information ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. All sales and substantial assets of the Company are in the Greater Bay Area. The Company applies the management approach to the identification of our reportable operating segments as provided in accordance with ASC 280-10. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. |
NOTE 2 - SUMMARY OF SIGNIFICA_6
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of the consolidated consolidated |
NOTE 2 - SUMMARY OF SIGNIFICA_7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of March 31, 2024, and December 31, 2023, the Company maintained $2,809,330 and $3,157,764 in foreign bank accounts not subject to FDIC coverage. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. |
NOTE 2 - SUMMARY OF SIGNIFICA_8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks. |
NOTE 2 - SUMMARY OF SIGNIFICA_9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Comprehensive Income (Loss) (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments. |
NOTE 2 - SUMMARY OF SIGNIFIC_10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation The Company translates the foreign currency consolidated The consolidated The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations. The exchange rates used to translate amounts in HKD and MOP into US Dollars for the purposes of preparing the consolidated financial statements were as follows: March 31, December 31, 2024 2023 Exchange rate on balance sheet dates USD : HKD exchange rate 7.8235 7.8099 USD : MOP exchange rate 8.0582 8.0441 For the three months ended March 31, 2024 2023 Average exchange rate for the period USD : HKD exchange rate 7.8207 7.8388 USD : MOP exchange rate 8.0553 8.0740 |
NOTE 2 - SUMMARY OF SIGNIFIC_11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, plant and equipment (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Property, plant and equipment | Property, plant and equipment The estimated useful lives of property, plant and equipment are as follows: Office equipment 3-5 years Furniture and fixtures 3-5 years The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value. The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value. Fair value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. |
NOTE 2 - SUMMARY OF SIGNIFIC_12
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Intangible assets (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Intangible assets | Intangible assets Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method based on their estimated useful lives as follows: Software 1-10 years The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
NOTE 2 - SUMMARY OF SIGNIFIC_13
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Trade receivables (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Trade receivables | Trade receivables Trade receivables are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company considered the amounts of receivables in dispute and believes an allowance for these receivables were not necessary as of March 31, 2024 and December 31, 2023. |
NOTE 2 - SUMMARY OF SIGNIFIC_14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that is directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
NOTE 2 - SUMMARY OF SIGNIFIC_15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) Per Share (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings Per Share (‘EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding at March 31, 2024 and December 31, 2023. |
NOTE 2 - SUMMARY OF SIGNIFIC_16
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investment in Unconsolidated Joint Ventures (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Investment in Unconsolidated Joint Ventures | Investment in Unconsolidated Joint Ventures The Company entered into a JV agreement with an independent third party, to form a JV company. The joint venture agreement provides the Company with only the rights to the assets and obligation for the liabilities of the joint arrangement resting primarily with the JV. In adopting ASC Topic 323, Investments - Equity Method and Joint Ventures (Topic 323), the Company’s investment in joint venture is accounted for using the equity method. |
NOTE 2 - SUMMARY OF SIGNIFIC_17
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventories (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Inventories | Inventories Inventories are carried at the lower of cost and net realizable value, as determined using the weighted average cost method. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. The Company entered into a purchase agreement with JV company and through their platform to purchase of gold. In adopting ASC Topic 330, Inventory, it permits certain inventories such as precious metals, agricultural and mineral inventories to be stated above cost in exceptional cases. We believe that because our business model is to trade gold and held in short-term, market value is a more useful and relevant measurement than lower of cost or market value. |
NOTE 2 - SUMMARY OF SIGNIFIC_18
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Goodwill (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Goodwill | Goodwill Goodwill is recorded as the difference between the aggregate consideration paid for in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. |
NOTE 2 - SUMMARY OF SIGNIFIC_19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Non-controlling interest (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Non-controlling interest | Non-controlling interest Non-controlling interests represent the equity interests in the subsidiaries that are not attributable, either directly or indirectly, to the Company. |
NOTE 2 - SUMMARY OF SIGNIFIC_20
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
NOTE 2 - SUMMARY OF SIGNIFIC_21
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation: Schedule of Exchange Rates used for preparing the consolidated financial statements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Exchange Rates used for preparing the consolidated financial statements | March 31, December 31, 2024 2023 Exchange rate on balance sheet dates USD : HKD exchange rate 7.8235 7.8099 USD : MOP exchange rate 8.0582 8.0441 For the three months ended March 31, 2024 2023 Average exchange rate for the period USD : HKD exchange rate 7.8207 7.8388 USD : MOP exchange rate 8.0553 8.0740 |
NOTE 4 - PROPERTY, PLANT AND _2
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT: Schedule of Property and Equipment (September 30, 2022 Unaudited) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Property and Equipment (September 30, 2022 Unaudited) | Schedule of Property and Equipment March 31, 2024 December 31, 2023 (unaudited) Office furniture and fixtures $ 39,117 $ 41,725 Office equipment 280,324 243,151 Vehicles 6,391 6,402 Less: accumulated depreciation (112,380 ) (98,942 ) Property, plant and equipment, net $ 213,452 $ 192,336 |
NOTE 5 - INTANGIBLE ASSETS (Tab
NOTE 5 - INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
March 31, December 31, 2024 2023 Software $ 2,317,778 $ 2,345,637 Less: accumulated amortization (940,532 ) (922,403 ) Intangible assets, net $ 1,377,246 $ 1,423,234 |
NOTE 6 - ACQUISITION OF SUBSI_2
NOTE 6 - ACQUISITION OF SUBSIDIARIES: Business Combination, Segment Allocation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Citysearch Technology (HK) Company Limited | |
Business Combination, Segment Allocation | Property, plant and equipment $ 6,911 Other receivables and prepayment 94,803 Amount due from related parties 381,086 Cash and cash equivalents 747,332 Other payables and accruals (323,742) Goodwill 170,069 Non-controlling interest 72,887 Total consideration paid in cash $ 1,149,346 Less: Cash and cash equivalents (747,332) Net cash outflow arising from the acquisition of a subsidiary $ 402,014 |
Fresh Life Technology Company Limited | |
Business Combination, Segment Allocation | Amount due to related parties $ (925,423) Goodwill 832,881 Non-controlling interest 92,542 Net cash outflow arising from the acquisition of a subsidiary $ - |
NOTE 8 - RIGHT TO USE ASSETS _2
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Right to Use Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Right to Use Assets | March 31, 2024 December 31, 2023 Macao and Zhuhai $ 374,154 $ 805,253 Hong Kong 213,701 213,701 Subtotal 587,855 1,018,954 Less: accumulated depreciation (391,255) (782,476) Right to use assets, net $ 196,600 $ 236,478 |
NOTE 8 - RIGHT TO USE ASSETS _3
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Liability (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Lease Liability | March 31, 2024 December 31, 2023 Macao and Zhuhai $ 21,517 $ 134,375 Hong Kong 175,083 102,103 Total lease liability 196,600 236,478 Less: short term portion (124,131) (188,214) Long term portion $ 72,469 $ 48,264 |
NOTE 8 - RIGHT TO USE ASSETS _4
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Maturity Analysis under the Lease Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Maturity Analysis under the Lease Agreements | March 31, 2024 December 31, 2023 Period / year ended March 31, 2024 and December 31, 2023 $ 209,319 $ 248,389 Less: Present value discount (12,719) (11,911) Lease liability $ 196,600 $ 236,478 |
NOTE 8 - RIGHT TO USE ASSETS _5
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Lease Expenses | Lease expense for the three months ended March 31, 2024 was comprised of the following: Operating lease expense $ 58,811 Short-term lease expense 52,574 $ 111,385 Lease expense for the three months ended March 31, 2023 was comprised of the following: Operating lease expense $ 75,103 Short-term lease expense 15,887 $ 90,990 |
NOTE 11 - BANK LOANS_ Schedule
NOTE 11 - BANK LOANS: Schedule of Bank Loans and Overdrafts (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Bank Loans and Overdrafts | March 31, 2024 December 31, 2023 Bank loans $ 2,226,130 $ 2,258,181 Less: short term portion (2,226,130 ) (2,239,534 ) Long term portion $ - $ 18,647 |
NOTE 13 - INCOME (LOSS) PER S_2
NOTE 13 - INCOME (LOSS) PER SHARE: Schedule of Computation of basic and diluted loss per common share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Computation of basic and diluted loss per common share | March 31, 2024 March 31, 2023 (unaudited) (unaudited) Numerator - basic and diluted Net income $ 384,534 $ 649,059 Denominator Weighted average number of common shares outstanding —basic and diluted 263,337,500 263,337,500 Income per common share — basic and diluted $ 0.001 $ 0.002 |
NOTE 14 - JOINT VENTURE_ Summar
NOTE 14 - JOINT VENTURE: Summarized financial information for joint venture - Balance Sheets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Summarized financial information for joint venture - Balance Sheets | Balance Sheets: March 31, 2024 December 31, 2023 (unaudited) (audited) Property, plant and equipment, net $ 1,213 $ 1,488 Other receivables and prepaid 9,413 9,213 Amount due from related company 9,126 - Inventory 119,101 119,310 Cash and cash equivalents 17,123 49,422 Total assets 155,976 179,433 Accrual expense (1,003 ) (1,152 ) Other payable to shareholder (4,352,779 ) (4,310,453 ) Customer deposit (433,781 ) (404,659 ) Total liabilities (4,787,563 ) (4,716,264 ) Net liabilities $ (4,631,587 ) $ (4,536,831 ) Statement of Operations: Three months ended March 31, 2024 (unaudited) Revenue $ - Less: Cost of sales - - Operating expense (48,320 ) Depreciation (273 ) Net loss from operations (48,593 ) Other income (expense): Interest (expense) income, net (54,118 ) Net loss $ (102,711 ) |
NOTE 1 - ORGANIZATION AND PRI_2
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Details | |
Entity Incorporation, State or Country Code | UT |
Entity Incorporation, Date of Incorporation | May 30, 2001 |
NOTE 2 - SUMMARY OF SIGNIFIC_22
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Deposits in foreign bank accounts not subject to FDIC coverage | $ 2,809,330 | $ 3,157,764 |
NOTE 2 - SUMMARY OF SIGNIFIC_23
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, plant and equipment (Details) | Mar. 31, 2024 |
Minimum | Office Equipment | |
The estimated useful lives of property, plant and equipment are as follows | 3 years |
Minimum | Furniture and Fixtures | |
The estimated useful lives of property, plant and equipment are as follows | 3 years |
Maximum | Office Equipment | |
The estimated useful lives of property, plant and equipment are as follows | 5 years |
Maximum | Furniture and Fixtures | |
The estimated useful lives of property, plant and equipment are as follows | 5 years |
NOTE 2 - SUMMARY OF SIGNIFIC_24
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Intangible assets (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Minimum | |
Software, useful life | 1 year |
Maximum | |
Software, useful life | 10 years |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Accumulated deficit | $ (11,530,683) | $ (11,946,908) |
NOTE 4 - PROPERTY, PLANT AND _3
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT: Schedule of Property and Equipment (September 30, 2022 Unaudited) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Office furniture and fixtures | $ 39,117 | $ 41,725 |
Office equipment | 280,324 | 243,151 |
Vehicles | 6,391 | 6,402 |
Less: accumulated depreciation | (112,380) | (98,942) |
Property, plant and equipment, net | $ 213,452 | $ 192,336 |
NOTE 5 - INTANGIBLE ASSETS (Det
NOTE 5 - INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Software | $ 2,317,778 | $ 2,345,637 |
Less: accumulated amortization | (940,532) | (922,403) |
Intangible assets, net | $ 1,377,246 | $ 1,423,234 |
NOTE 7 - GOODWILL (Details)
NOTE 7 - GOODWILL (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Goodwill | $ 72,667,589 | $ 71,664,639 |
Acquisition of subsidiaries | 0 | 1,002,950 |
Goodwill | $ 72,667,589 | $ 72,667,589 |
NOTE 8 - RIGHT TO USE ASSETS _6
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Right to Use Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Right to use assets - Macao and Zhuhai | $ 374,154 | $ 805,253 |
Right to use assets - Hong Kong | 213,701 | 213,701 |
Right to use assets - Subtotal | 587,855 | 1,018,954 |
Right to use assets - Less accumulated depreciation | (391,255) | (782,476) |
Right to use assets, net | $ 196,600 | $ 236,478 |
NOTE 8 - RIGHT TO USE ASSETS _7
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Details | ||
Recorded lease expense | $ 61,231 | $ 88,669 |
Recorded Financial Interest | $ 4,092 | $ 9,724 |
NOTE 8 - RIGHT TO USE ASSETS _8
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Liability (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Lease Liability - Macao and Zhuhai | $ 21,517 | $ 134,375 |
Lease Liability - Hong Kong | 175,083 | 102,103 |
Total lease liability | 196,600 | 236,478 |
Lease Liability - Less: short term portion | (124,131) | (188,214) |
Lease Liability - Long term portion | $ 72,469 | $ 48,264 |
NOTE 8 - RIGHT TO USE ASSETS _9
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Maturity Analysis under the Lease Agreements (Details) | Mar. 31, 2024 USD ($) |
Details | |
Lease Liability - Year ended December 31, 2020 | $ 209,319 |
Lease Liability - Less: Present value discount | (12,719) |
Lease liability | $ 196,600 |
NOTE 8 - RIGHT TO USE ASSETS_10
NOTE 8 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Expenses (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Details | ||
Operating lease expense | $ 58,811 | $ 75,103 |
Short-term lease expense | 52,574 | 15,887 |
Operating Leases, Rent Expense | $ 111,385 | $ 90,990 |
NOTE 9 - LOAN RECEIVABLES (Deta
NOTE 9 - LOAN RECEIVABLES (Details) - Sinoforte Limited | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Debt Instrument, Issuance Date | Sep. 10, 2021 |
Debt Instrument, Description | business loan agreement |
Debt Instrument, Face Amount | $ 1,000,000 |
Debt Instrument, Collateral | unsecured |
Debt Instrument, Interest Rate, Stated Percentage | 5% |
Debt Instrument, Payment Terms | no fixed term of repayment |
NOTE 11 - BANK LOANS (Details)
NOTE 11 - BANK LOANS (Details) | Mar. 31, 2024 USD ($) |
Bank Loan #1 | |
Debt Instrument, Face Amount | $ 374,672 |
Bank Loan #2 | |
Debt Instrument, Face Amount | 623,239 |
Bank Loan #3 | |
Debt Instrument, Face Amount | 362,505 |
Bank Loan #4 | |
Debt Instrument, Face Amount | 414,731 |
Bank Loan #5 | |
Debt Instrument, Face Amount | 85,518 |
Bank Loan #6 | |
Debt Instrument, Face Amount | $ 59,052 |
NOTE 11 - BANK LOANS_ Schedul_2
NOTE 11 - BANK LOANS: Schedule of Bank Loans and Overdrafts (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Bank loans | $ 2,226,130 | $ 2,258,181 |
Less: short term portion | (2,226,130) | (2,239,534) |
Long term portion | $ 0 | $ 18,647 |
NOTE 12 - CAPITAL STOCK - Paren
NOTE 12 - CAPITAL STOCK - Parenthetical (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Details | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares, Issued | 263,337,500 | 263,337,500 |
Common Stock, Shares, Outstanding | 263,337,500 | 263,337,500 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
NOTE 13 - INCOME (LOSS) PER S_3
NOTE 13 - INCOME (LOSS) PER SHARE: Schedule of Computation of basic and diluted loss per common share (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Details | ||||
NET LOSS | $ 384,534 | $ 649,059 | $ 416,225 | $ 649,059 |
Weighted average common shares outstanding, basic and diluted | 263,337,500 | 263,337,500 | ||
Net loss per common share, basic and diluted | $ 0.001 | $ 0.002 | $ 0.001 | $ 0.002 |
NOTE 14 - JOINT VENTURE_ Summ_2
NOTE 14 - JOINT VENTURE: Summarized financial information for joint venture - Balance Sheets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Details | ||
Joint Venture - Property, plant and equipment, net | $ 1,213 | $ 1,488 |
Joint Venture - Other receivables and prepaid | 9,413 | 9,213 |
Joint Venture, Amount due from related company | 9,126 | 0 |
Joint Venture - Inventory | 119,101 | 119,310 |
Joint Venture - Cash and cash equivalents | 17,123 | 49,422 |
Joint Venture - Total assets | 155,976 | 179,433 |
Joint Venture, Accrual Expense | (1,003) | (1,152) |
Joint Venture - Other payable | (4,352,779) | (4,310,453) |
Joint Venture - Customer deposit | (433,781) | (404,659) |
Joint Venture - Total liabilities | (4,787,563) | (4,716,264) |
Joint Venture - Net liabilities | (4,631,587) | $ (4,536,831) |
Joint Venture - Revenue | 0 | |
Joint Venture - Cost of sale | 0 | |
Joint Venture - Gross profit | 0 | |
Joint Venture - Operating expense | (48,320) | |
Joint Venture, Depreciation | (273) | |
Joint Venture - Net loss from operations | (48,593) | |
Joint Venture - Interest (expense) income, net | (54,118) | |
Joint Venture - Net loss | $ (102,711) |
NOTE 15 - RELATED PARTY BALAN_2
NOTE 15 - RELATED PARTY BALANCES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | |
Amount due from related companies | $ 1,941,332 | $ 491,256 | |
Citysearch Technology (Macao) Limited (1) | |||
Amount due from related companies | [1] | 1,402 | 1,405 |
Kangaroo Technology Co., Limited (2) | |||
Amount due from related companies | [2] | 1,452,033 | 0 |
Gloryful Company Limited (3) | |||
Amount due from related companies | [3] | 2,110 | 2,113 |
Littlemi Technology Company Limited (4) | |||
Amount due from related companies | [4] | 117,077 | 117,282 |
Nanjing Chengmi Technology Company Limited (5) | |||
Amount due from related companies | [5] | 149,934 | 151,297 |
Watermelon Cultural Communication Company Limited (6) | |||
Amount due from related companies | [6] | $ 218,776 | $ 219,159 |
[1]Citysearch Technology (Macao) Limited is 90% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.[2]Kangaroo Technology Co., Limited has common director with Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.[3]Gloryful Company Limited is 6% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.[4]Littlemi Technology Company Limited is 50% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.[5]Nanjing Chengmi Technology Company Limited is 100% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.[6]Watermelon Cultural Communication Company Limited 51% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose. |
NOTE 16 - COMMITMENTS AND CON_2
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2024 USD ($) |
Details | |
Outstanding claim and litigation | $ 0 |