Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53612 | |
Entity Registrant Name | BONANZA GOLDFIELDS CORP. | |
Entity Central Index Key | 0001439264 | |
Entity Tax Identification Number | 26-2723015 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 37/F | |
Entity Address, Address Line Two | Singapore Land Tower | |
Entity Address, City or Town | 50 Raffles Place | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 048623 | |
City Area Code | 65 | |
Local Phone Number | 6829 7029 | |
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 | 1,942,681,876 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,711 | $ 28,124 |
Digital assets, net | 13,802 | 98,862 |
Inventories | 5,215,500 | 0 |
Amount due from related parties | 20,012 | 0 |
Prepaid expenses and other current assets | 100,709 | 16,746 |
Total current assets | 5,375,734 | 143,732 |
Intangible assets, net | 100,243 | 141,377 |
Total assets | 5,475,977 | 285,109 |
Current liabilities: | ||
Accrued liabilities and other payable | 103,326 | 46,629 |
Accrued consulting and service fee | 4,052,178 | 2,072,418 |
Amounts due to related parties | 3,076,813 | 283,636 |
Income tax payable | 1,263 | 5,109 |
Total current liabilities | 7,233,580 | 2,407,792 |
Total liabilities | 7,233,580 | 2,407,792 |
Commitments and contingencies (See Note 15) | 0 | 0 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 1,970,000,000 shares authorized, 1,867,681,876 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 186,768 | 186,768 |
Common stock, $0.0001 par value, 140,794,298,026 and 138,468,716,631 shares to be issued as of September 30, 2022 and December 31, 2021, respectively | 14,079,430 | 13,846,871 |
Additional paid-in capital | 9,767,441 | 0 |
Accumulated other comprehensive income | 313 | 7 |
Accumulated deficit | (25,792,593) | (16,157,367) |
Total stockholders’ deficit | (1,757,603) | (2,122,683) |
Total liabilities and stockholders’ deficit | 5,475,977 | 285,109 |
Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 37 | 37 |
Series C Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | $ 1 | $ 1 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock undesignated | 18,999,999 | 18,999,999 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,970,000,000 | 1,970,000,000 |
Common stock, shares issued | 1,867,681,876 | 1,867,681,876 |
Common stock, shares outstanding | 1,867,681,876 | 1,867,681,876 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 366,345 | 366,345 |
Preferred stock, shares outstanding | 366,345 | 366,345 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenues | $ 5,421,280 | $ 13,677 | $ 6,515,287 | $ 177,017 | |
Cost of revenues | (3,993,787) | (3,628) | (4,854,954) | (60,967) | |
Gross profit | 1,427,493 | 10,049 | 1,660,333 | 116,050 | |
Operating expenses: | |||||
Technology and development expenses | (8,120,612) | 0 | (8,727,704) | 0 | |
Sales and marketing expenses | (169,478) | 0 | (358,854) | 0 | |
Corporate development expenses | (71,923) | 0 | (204,793) | 0 | |
General and administrative expenses | (726,748) | (84,974) | (1,985,409) | (183,611) | |
Impairment loss of digital assets | (14) | 0 | (4,063) | 0 | |
Total operating expenses | (9,088,775) | (84,974) | (11,280,823) | (183,611) | |
Loss from operations | (7,661,282) | (74,925) | (9,620,490) | (67,561) | |
Other income (expense): | |||||
Gain (loss) on sale, use or exchange of digital assets | 10 | 0 | (18,556) | 0 | |
Other income | 0 | 0 | 0 | 0 | |
Total other income (expense) | 10 | 0 | (18,556) | 0 | |
Loss before income taxes | (7,661,272) | (74,925) | (9,639,046) | (67,561) | |
Income tax credit | 0 | 0 | 3,820 | 0 | |
Net loss | (7,661,272) | (74,925) | (9,635,226) | (67,561) | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustment | (1,914) | 120 | 306 | 120 | |
Comprehensive loss | $ (7,663,186) | $ (74,805) | $ (9,634,920) | $ (67,441) | |
Net loss per share: | |||||
Basic and diluted | [1] | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average common shares outstanding: | |||||
Basic and diluted | 1,867,681,876 | 1,217,764,822 | 1,867,681,876 | 1,217,764,822 | |
[1]Basic and diluted net loss per share was less than $0.01 for the three months ended September 30, 2022 and 2021, and nine months ended September 30, 2021 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,038 | $ 186,768 | $ 13,846,871 | $ (16) | $ (14,036,293) | $ (1,632) | |
Beginning balance, shares at Dec. 31, 2020 | 10,366,346 | 1,867,681,876 | 138,468,716,631 | ||||
Foreign currency translation adjustment | 120 | 120 | |||||
Net loss for the period | (67,561) | (67,561) | |||||
Ending balance, value at Sep. 30, 2021 | $ 1,038 | $ 186,768 | $ 13,846,871 | 104 | (14,103,854) | (69,073) | |
Ending balance, shares at Sep. 30, 2021 | 10,366,346 | 1,867,681,876 | 138,468,716,631 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 1,038 | $ 186,768 | $ 13,846,871 | (16) | (14,028,929) | 5,732 | |
Beginning balance, shares at Jun. 30, 2021 | 10,366,346 | 1,867,681,876 | 138,468,716,631 | ||||
Foreign currency translation adjustment | 120 | 120 | |||||
Net loss for the period | (74,925) | (74,925) | |||||
Ending balance, value at Sep. 30, 2021 | $ 1,038 | $ 186,768 | $ 13,846,871 | 104 | (14,103,854) | (69,073) | |
Ending balance, shares at Sep. 30, 2021 | 10,366,346 | 1,867,681,876 | 138,468,716,631 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 1,038 | $ 186,768 | $ 13,846,871 | 7 | (16,157,367) | (2,122,683) | |
Beginning balance, shares at Dec. 31, 2021 | 10,366,346 | 1,867,681,876 | 138,468,716,631 | ||||
Acquisition of licensed adaptation right | $ 232,559 | 9,767,441 | 10,000,000 | ||||
Acquisition of licensed adaptation right, shares | 2,325,581,395 | ||||||
Foreign currency translation adjustment | 306 | 306 | |||||
Net loss for the period | (9,635,226) | (9,635,226) | |||||
Ending balance, value at Sep. 30, 2022 | $ 1,038 | $ 186,768 | $ 14,079,430 | 9,767,441 | 313 | (25,792,593) | (1,757,603) |
Ending balance, shares at Sep. 30, 2022 | 10,366,346 | 1,867,681,876 | 140,794,298,026 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 1,038 | $ 186,768 | $ 14,079,430 | 9,767,441 | 2,227 | (18,131,321) | 5,905,583 |
Beginning balance, shares at Jun. 30, 2022 | 10,366,346 | 1,867,681,876 | 140,794,298,026 | ||||
Foreign currency translation adjustment | (1,914) | (1,914) | |||||
Net loss for the period | (7,661,272) | (7,661,272) | |||||
Ending balance, value at Sep. 30, 2022 | $ 1,038 | $ 186,768 | $ 14,079,430 | $ 9,767,441 | $ 313 | $ (25,792,593) | $ (1,757,603) |
Ending balance, shares at Sep. 30, 2022 | 10,366,346 | 1,867,681,876 | 140,794,298,026 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (9,635,226) | $ (67,561) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of intangible assets | 36,523 | 0 |
Digital assets received as revenue | (6,490,552) | 0 |
Digital assets paid for expense | 6,552,995 | |
Digital assets purchased / exchanged | (2) | 0 |
Impairment loss of digital assets | 4,063 | 0 |
Loss on sale, use or exchange of digital assets | 18,556 | 0 |
Cost of inventories (non-cash) | 4,784,500 | 0 |
Change in operating assets and liabilities: | ||
Loans and interest receivable | 0 | (19,041) |
Prepaid expenses and other current assets | (88,169) | (2,829) |
Accrued liabilities and other payable | 57,825 | 44,302 |
Accrued consulting and service fee | 1,979,760 | 0 |
Amounts due to related parties | 2,784,057 | 0 |
Income tax payable | (3,820) | 0 |
Net cash provided by (used in) operating activities | 510 | (45,129) |
Cash flows from investing activity: | ||
Purchase of intangible assets | (1,886) | (3,493) |
Net cash used in investing activity | (1,886) | (3,493) |
Cash flows from financing activity: | ||
Advances from related parties | 0 | 49,789 |
Net cash provided by financing activity | 0 | 49,789 |
Effects of foreign currency exchange rates on cash and cash equivalents | (1,037) | 120 |
Net change in cash and cash equivalents | (2,413) | 1,287 |
Cash and cash equivalents, beginning of period | 28,124 | 1,360 |
Cash and cash equivalents, end of period | 25,711 | 2,647 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | 1. ORGANIZATION AND BUSINESS BACKGROUND Bonanza Goldfields Corp. was incorporated in the State of Nevada on March 6, 2008. The Company and its subsidiaries are hereinafter referred to as (the “Company”). Currently, the Company is principally engaged in the sale and distribution of media and entertainment products in its online platform, as well as the provision of financing, business development solutions & related professional services in Hong Kong. Description of subsidiaries Description of Subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/paid up share capital Effective interest held Marvion Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at par value of US$1 each 100 Marvion Private Limited Singapore Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 Marvion Group Limited British Virgin Islands Procurement of media and entertainment in Singapore 50,000 ordinary shares at par value of US$1 each 100 Marvion (Hong Kong) Limited Hong Kong Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100 Typerwise Limited Hong Kong Provision of financing, business development solutions & related professional services 10,000 ordinary shares for HK$10,000 100 Marvel Multi-dimensions Limited (1) Hong Kong Provision of treasury management services 10,000 ordinary shares for HK$10,000 100 (1) Marvel Multi-dimensions Limited was acquired by Marvion Holdings Limited on January 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022, and the Company’s Amendment No. 7 to the Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2022. Use of estimates and assumptions In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the technological feasibility of technical knowhow, valuation of inventories; the future recoverability and amortization of licensed media content; income taxes including the assessment of valuation allowance for deferred tax assets; and impairment assessments for inventories and cryptocurrencies. Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of BONZ and its subsidiaries. All intercompany balances and transactions within the Company have been eliminated upon consolidation. Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “ Segment Reporting Cash and cash equivalents Cash and cash equivalents consist of cash on deposit with banks. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Digital assets The Company’s digital assets represent the cryptocurrencies held in its e-wallet, including Binance USD, Tether, Binance Coin, Ethereum, Polygon, OKB Token and OEC Token. The Company accounts for its digital assets in accordance with Accounting Standards Codification (“ASC”) Subtopic 350-30, “ General Intangibles Other Than The Company’s cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment. For the nine months ended September 30, 2022 and 2021, the Company recorded an impairment of $ 4,063 0 Inventories Inventory consists of adaptation rights products, which are stated at the lower of cost (first-in, first-out method) or net realizable value. Management regularly reviews inventory on an item-by-item basis and provides an inventory allowance based on excess or obsolete inventory determined primarily by anticipated future demand for our products. Inventory allowance is measured as the difference between the cost of the inventory and market value, based on assumptions about future demand that are inherently difficult to assess. As of September 30, 2022 and December 31, 2021, the Company did no Intangible asset Intangible assets consist of licensed media content, trademarks and trade name. The intangible assets are amortized following the patterns in which the economic benefits are consumed or straight-line over the estimated useful life. The Company periodically reviews the estimated useful lives of these intangible assets and reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The determination of impairment is based on estimates of future undiscounted cash flows. If an intangible asset is considered to be impaired, the amount of the impairment will be equal to the excess of the carrying value over the fair value of the asset. There was no Development costs The Company enters a technical knowhow license and servicing agreement with a company controlled by its major shareholder and are required to make payments for technical knowhow development. Technical knowhow consists of visual intelligence engine, emotion recognition engine, motion recognition engine, and metaverse development. Prior to establishing technological feasibility of a product, all development costs are charged to expenses as incurred and to be recognized as “Technology and development expenses” in the unaudited condensed consolidated statement of operations. After establishing technological feasibility, the Company capitalizes all development payments to third-party service provider as development costs. Significant management judgements are made in the assessment of when technological feasibility is establishing. Amortization of capitalized development costs commences when a product is available for general release. For capitalized development costs, annual amortization is calculated using the straight-line method over the remaining estimated life of the title. The Company evaluates the future recoverability of capitalized development costs on a quarterly basis. For the nine months ended September 30, 2022 and 2021, the Company incurred the related development costs of $ 8,000,000 0 no Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets” Revenue recognition The Company adopted ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Media & Entertainment Business Sale of licensed IP right and media products: The sale and distribution of the licensed IP right and media content such as images, video, episode and films, in crypto and fiat currency transaction is the only performance obligation under the fixed-fee arrangement. These IP right and media content are individually monetized as non-interchangeable unit of data stored on a blockchain, a form of digital ledger that can be, in the form of a token on the online platform. The revenue is recognized for each sale when the designated content token is transferred to the end user. Transaction fee income: The Company also generates revenue through transaction fees transacted on its platform or other marketplaces. The Company charges a fee to individual customer at the secondary transaction level, which is allocated to the single performance obligation. The transaction fee is collected from the customer in digital assets, with revenue measured based on a certain percentage of the value of digital assets at the time the transaction is executed. The Company’s service is comprised of a single performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, at which time revenue is recognized. Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency at the time of receipt. Expenses associated with operating the media & entertainment business, such as token minting cost and licensed IP right cost are also recorded as cost of revenues. Amortization on licensed media content is also recorded as a component of cost of revenues. During the nine months ended September 30, 2022 and 2021, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions For the Nine Months Ended September 30, 2022 2021 Revenue earned and received by digital assets $ 6,490,552 $ – Cost of revenue paid by digital assets $ (371 ) $ – Expense paid by digital assets $ (6,552,624 ) $ – Digital assets purchased / exchanged $ 2 $ – Consulting Business Consulting service income: Revenue is earned from the rendering of marketing and strategic advisory services to the customers. The Company recognizes services revenue over the period in which such services are performed under fixed price contracts. Income taxes The Company adopted the ASC 740 “Income tax” The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2022 and 2021. Net loss per share The Company calculates net loss per share in accordance with ASC 260, “ Earnings per Share Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore, and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”) respectively, which are their respective functional currencies, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Subtopic 830-30, “ Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the period ended September 30, 2022 and 2021: Schedule of translation rates September 30, 2022 September 30, 2021 Period-end HKD:US$ exchange rate 0.1274 0.1284 Period average HKD:US$ exchange rate 0.1277 0.1288 Period-end SGD:US$ exchange rate 0.6973 0.7355 Period average SGD:US$ exchange rate 0.7271 0.7469 Comprehensive income (loss) ASC Topic 220, “ Comprehensive Income Related parties The Company follows the ASC 850-10, “Related Party Disclosures” Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and contingencies The Company follows the ASC 450-20, “Contingencies” If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses and other current assets, accrued liabilities and other payable, accrued consulting service fee, amounts due to related parties and income tax payable approximate their fair values because of the short maturity of these instruments. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believes that the future adoption of any such pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations. |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTIES | 3. GOING CONCERN UNCERTAINTIES The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated a recurring loss of $ 9,635,226 25,792,593 The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its major shareholders. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS The table below presents our revenues by revenue source. Schedule of revenue from contracts with customers For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Consulting service income $ – $ 13,677 $ 24,735 $ 177,017 Media and entertainment income: Sale of licensed IP right and media products 5,326,680 – 6,372,709 – Transaction fee income 94,600 – 117,843 – Total revenues $ 5,421,280 $ 13,677 $ 6,515,287 $ 177,017 The table below presents our revenues by geographic areas in which our customers were located. Schedule of revenue from customer by geographic segment For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Hong Kong $ – $ 13,677 $ 24,735 $ 177,017 Rest of the World 5,421,280 – 6,490,552 – Total revenues $ 5,421,280 $ 13,677 $ 6,515,287 $ 177,017 |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | 5. BUSINESS SEGMENT INFORMATION Currently, the Company has two reportable business segments: (i) Media & Entertainment Segment, which mainly operates an online platform to sell and distribute the licensed IP right and media products to end-users; and (ii) Business Consulting Segment, which mainly provides financing, business development solutions and related professional services to the customers. In the following tables, revenue is disaggregated by primary major product line, and timing of revenue recognition. The tables also include a reconciliation of the disaggregated revenue with the reportable segments. Schedule of Reconciliation of Revenue from Segments to Consolidated Media & Entertainment Segment Business Total For the Three Months Ended September 30, 2022 Revenue from external customers: Media and entertainment income $ 5,421,280 $ – $ 5,421,280 Consulting service income – – – Total revenues 5,421,280 – 5,421,280 Cost of revenues: Media and entertainment income (3,993,787 ) – (3,993,787 ) Consulting service income – – – Total cost of revenues (3,993,787 ) – (3,993,787 ) Gross profit 1,427,493 – 1,427,493 Operating expenses: Technology and development expenses (8,120,612 ) – (8,120,612 ) Sales and marketing expenses (160,731 ) (8,747 ) (169,478 ) Corporate development expenses (71,923 ) – (71,923 ) General and administrative expenses (726,628 ) (120 ) (726,748 ) Impairment loss of digital assets (14 ) – (14 ) Total operating expenses (9,079,908 ) (8,867 ) (9,088,775 ) Segment loss $ (7,652,415 ) $ (8,867 ) $ (7,661,282 ) For the Three Months Ended September 30, 2021 Revenue from external customers: Media and entertainment income $ – $ – $ – Consulting service income – 13,677 13,677 Total revenues – 13,677 13,677 Cost of revenues: Sale of licensed media products – – – Consulting service income – (3,628 ) (3,628 ) Total cost of revenues – (3,628 ) (3,628 ) Gross profit – 10,049 10,049 Operating expenses: General and administrative expenses (48,141 ) (36,833 ) (84,974 ) Total operating expenses (48,141 ) (36,833 ) (84,974 ) Segment loss $ (48,141 ) $ (26,784 ) $ (74,925 ) Media & Entertainment Segment Business Total For the Nine Months Ended September 30, 2022 Revenue from external customers: Media and entertainment income $ 6,490,552 $ – $ 6,490,552 Consulting service income – 24,735 24,735 Total revenues 6,490,552 24,735 6,515,287 Cost of revenues: Media and entertainment income (4,829,421 ) – (4,829,421 ) Consulting service income – (25,533 ) (25,533 ) Total cost of revenues (4,829,421 ) (25,533 ) (4,854,954 ) Gross profit (loss) 1,661,131 (798 ) 1,660,333 Operating expenses: Technology and development expenses (8,727,704 ) – (8,727,704 ) Sales and marketing expenses (335,794 ) (23,060 ) (358,854 ) Corporate development expenses (204,793 ) – (204,793 ) General and administrative expenses (1,982,937 ) (2,472 ) (1,985,409 ) Impairment loss of digital assets (4,063 ) – (4,063 ) Total operating expenses (11,255,291 ) (25,532 ) (11,280,823 ) Segment loss $ (9,594,160 ) $ (26,330 ) $ (9,620,490 ) For the Nine Months Ended September 30, 2021 Revenue from external customers: Media and entertainment income $ – $ – $ – Consulting service income – 177,017 177,017 Total revenues – 177,017 177,017 Cost of revenues: Sale of licensed media products – – – Consulting service income – (60,967 ) (60,967 ) Total cost of revenues – (60,967 ) (60,967 ) Gross profit – 116,050 116,050 Operating expenses: General and administrative expenses (48,141 ) (135,470 ) (183,611 ) Total operating expenses (48,141 ) (135,470 ) (183,611 ) Segment loss $ (48,141 ) $ (19,420 ) $ (67,561 ) Segment balance sheet items Media & Business Total As of September 30, 2022 Intangible assets $ 146,857 $ – $ 146,857 Identifiable assets $ 5,374,072 $ 1,662 $ 5,375,734 As of December 31, 2021 Intangible assets $ 153,656 $ – $ 153,656 Identifiable assets $ 115,608 $ 28,124 $ 143,732 |
DIGITAL ASSETS, NET
DIGITAL ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DIGITAL ASSETS, NET | 6. DIGITAL ASSETS, NET The following table summarizes the change in carrying value of the Company’s digital assets for the period indicated: Schedule of digital assets For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 98,862 $ – Received as revenue 6,490,552 – Paid as expense (6,552,995 ) – Digital assets purchased / exchanged 2 – Impairment loss of digital assets (4,063 ) – Loss on sale, use or exchange of digital assets (18,556 ) – Digital assets at end of the period, net $ 13,802 $ – Loss on sale, use or exchange of digital assets for the nine months ended September 30, 2022 was $18,556, arising from exchange of the digital assets and digital assets payments for expenses. The following tables presents additional information about the Company’s individual digital asset for the period, as indicated, “All Other” category includes OEC Token (“OKT”) and OEB Token (“OEB”): Binance USD (“BUSD”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ – $ – Received as revenue 4,449,010 – Paid as expense (4,443,850 ) – Digital assets purchased / exchanged (100 ) – Digital assets at end of the period, net $ 5,060 $ – Tether (“USDT”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 340 $ – Received as revenue 1,946,160 – Paid as expense (1,945,540 ) – Digital assets at end of the period, net $ 960 $ – Binance Coin (“BNB”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 94,848 $ – Received as revenue 95,382 – Paid as expense (163,578 ) – Impairment loss of digital assets (1,441 ) – Loss on sale, use or exchange of digital assets (18,554 ) – Digital assets at end of the period, net $ 6,657 $ – Ethereum (“ETH”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 3,669 $ – Received as revenue – – Paid as expense – – Impairment loss of digital assets (2,606 ) – Loss on sale, use or exchange of digital assets – – Digital assets at end of the period, net $ 1,063 $ – Polygon (“MATIC”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ – $ – Received as revenue – – Paid as expense (27 ) – Digital assets purchased / exchanged 102 Impairment loss of digital assets (13 ) – Loss on sale, use or exchange of digital assets (2 ) – Digital assets at end of the period, net $ 60 $ – All Other For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 5 $ – Received as revenue – – Paid as expense – – Impairment loss of digital assets (3 ) – Loss on sale, use or exchange of digital assets – – Digital assets at end of the period, net $ 2 $ – The following table summarizes the Company’s digital asset holdings as of: As of September 30, 2022 As of Binance USD (“BUSD”) $ 5,060 $ – Tether (“USDT”) 960 340 Binance Coin (“BNB”) 6,657 94,848 Ethereum (“ETH”) 1,063 3,669 Polygon (“MATIC”) 60 – OEC Token (“OKT”) 1 4 OEB Token (“OKB”) 1 1 Total digital assets, net $ 13,802 $ 98,862 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET As of September 30, 2022 and December 31, 2021, intangible assets consisted of the following: Schedule of intangible assets Estimated Useful Life As of September 30, 2022 As of At cost: Licensed media content (1) 3 $ 137,377 $ 146,010 Trademarks and trade name 10 9,480 7,646 Intangible assets, at cost 146,857 153,656 Less: accumulated amortization (46,614 ) (12,279 ) Intangible assets, net $ 100,243 $ 141,377 (1) Amortization of licensed media content was primarily in “Cost of revenues” in the unaudited condensed consolidation statements of operations. Amortization expense of intangible assets is included in the unaudited condensed consolidation statements of operations as follow: Schedule of amortization expense of intangible assets For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 11,750 $ – $ 35,810 $ – General and administrative expenses 238 – 713 – Total amortization of intangible assets $ 11,988 $ – $ 36,523 $ – The following table outlines the estimated aggregate amortization expense related to intangible assets held as of September 30, 2022, for each of the five succeeding fiscal years: Schedule of amortization expense for intangible assets Year ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 11,685 2023 46,740 2024 35,293 2025 948 2026 948 Thereafter 4,629 Total $ 100,243 |
ACCRUED CONSULTING AND SERVICE
ACCRUED CONSULTING AND SERVICE FEE | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Consulting And Service Fee | |
ACCRUED CONSULTING AND SERVICE FEE | 8. ACCRUED CONSULTING AND SERVICE FEE For the nine months ended September 30, 2022, the Company agreed to compensate certain business or professional service providers, which rendered IT development service, sale and marketing service, corporate development service and administrative service. These consulting and service fees totaled $ 1,979,760 For the nine months ended September 30, 2021, no such accrued consulting and service fee were incurred. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Amounts Due To Related Parties | |
AMOUNTS DUE TO RELATED PARTIES | 9. AMOUNTS DUE TO RELATED PARTIES The amounts represented temporary advances from the Company’s directors, former directors and companies which are controlled by a major shareholder of the Company for working capital purpose, which were unsecured, interest-free and had no fixed terms of repayments, other than a payable in respect of the development of the technical knowhow. The related parties balance was $ 3,076,813 283,636 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | 10. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock The Company’s authorized shares were 30,000,000 0.0001 The Company has designated 10,000,000 The Company has designated 1,000,000 The Company has designated 1 As of September 30, 2022 and December 31, 2021, the Company had 10,000,000 As of September 30, 2022 and December 31, 2021, the Company had 366,345 As of September 30, 2022 and December 31, 2021, the Company had 1 Common stock The Company’s authorized shares were 1,970,000,000 0.0001 As of September 30, 2022 and December 31, 2021, the Company had 1,867,681,876 Common stock to be issued On April 14, 2022, the Company, through its subsidiary, Marvion Private Limited, entered into an Intellectual Property Sale and Purchase Agreement (the “EA SPA”) with Euro Amazing Limited, a limited liability company organized under the laws of Hong Kong, pursuant to which the Company agreed to acquire a perpetual worldwide license for ten (10) categories of adaptation rights to twenty (20) movies in the consideration of 2,325,581,395 0.0043 On May 23, 2022, Marvion Private Limited and Euro Amazing Limited signed an addendum and agreed to replace certain movies in the EA SPA with other movies. As of September 30, 2022, the increase in authorized capital of the Company has not yet been approved by FINRA. Accordingly, the share issuance transaction has not yet consummated. As of September 30, 2022 and December 31, 2021, the Company had 140,794,298,026 138,468,716,631 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Net loss per share: | |
NET LOSS PER SHARE | 11. NET LOSS PER SHARE As the Company has net losses for the three months and nine months ended September 30, 2022 and 2021, all potential common shares were deemed to be anti-dilutive. The following table sets forth the computation of the basic and diluted net loss per share (in dollars, except share data): Schedule of basic and diluted net (loss) income per share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net loss attributable to common stockholders $ (7,661,272 ) $ (74,925 ) $ (9,635,226 ) $ (67,561 ) Weighted average common shares outstanding: Basic 1,867,681,876 1,217,764,822 1,867,681,876 1,217,764,822 Diluted 1,867,681,876 1,217,764,822 1,867,681,876 1,217,764,822 Net loss per share: Basic (1) $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.00 ) Diluted (1) $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.00 ) (1) Basic and diluted net loss per share was less than $0.01 for the three months ended September 30, 2022 and 2021, and nine months ended September 30, 2021 The following table presents the computation of weighted average common shares outstanding is derived after having taken into account of common stock that is committed but yet to be issued as follows: Schedule of weighted average common shares outstanding For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Weighted average common shares outstanding – Basic and Diluted 1,867,681,876 1,217,764,822 1,867,681,876 1,217,764,822 Common stock committed but yet to be issued (1) 140,794,298,026 138,468,716,631 140,794,298,026 138,468,716,631 Weighted average common shares outstanding under if-converted method for Basic and Diluted 142,661,979,902 139,686,481,453 142,661,979,902 139,686,481,453 (1) The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months and nine months ended September 30, 2022 and 2021, because including them would have been anti-dilutive. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 12. INCOME TAX For the nine months ended September 30, 2022 and 2021, the local (“United States of America”) and foreign tax regime incurred losses before income taxes, which comprised of the following: Schedule of income (loss) before income tax For the Nine Months Ended September 30, 2022 2021 Tax jurisdiction from: - Local $ (277,658 ) $ (1,284 ) - Foreign, including – – British Virgin Islands (25,115 ) (11,161 ) Singapore (9,293,825 ) (6,052 ) Hong Kong (42,448 ) (49,064 ) Loss before income taxes $ (9,639,046 ) $ (67,561 ) The provision for income taxes consisted of the following: Schedule of provision for income taxes For the Nine Months Ended September 30, 2022 2021 Current: - Local $ – $ – - Foreign 3,820 – Deferred: - Local – – - Foreign – – Income tax credit $ 3,820 $ – The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has operations in Hong Kong and Singapore that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America BONZ is registered in the State of Nevada and is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company. For the nine months ended September 30, 2022 and 2021, there were no operating income. BVI Under the current BVI law, the Company is not subject to tax on income. Singapore The Company’s subsidiary registered in the Republic of Singapore is subject to the tax laws of Singapore. A subsidiary incorporated in BVI is registered as a branch in Singapore for operating purpose and is also subject to tax in the Republic of Singapore. Schedule of income tax expense For the Nine Months Ended September 30, 2022 2021 Loss before income taxes $ (9,293,825 ) $ (6,052 ) Statutory income tax rate 17% 17% Income tax benefit at statutory rate (1,579,950 ) (1,029 ) Tax effect of disallowable items 6,297 18 Net operating loss 1,573,653 1,011 Income tax expense $ – $ – Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current period, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2022 and 2021 is as follows: Schedule of income tax expense For the Nine Months Ended September 30, 2022 2021 Loss before income taxes $ (42,448 ) $ (49,065 ) Statutory income tax rate 16.5% 16.5% Income tax benefit at statutory rate (7,004 ) (8,096 ) Tax effect of non-deductible and non-taxable items 615 42 Tax over-provision 3,820 – Net operating loss 6,389 8,054 Income tax credit $ 3,820 $ – The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2022 and December 31, 2021: Schedule of deferred tax assets As of September 30, 2022 As of Deferred tax assets: NOL – US tax regime $ 175,115 $ 116,807 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 6,389 – NOL – Singapore tax regime 1,842,350 270,131 2,023,854 386,938 Less: Valuation allowance (2,023,854 ) (386,938 ) Deferred tax assets, net $ – $ – As of September 30, 2022, the operations in the United States of America incurred $ 833,882 175,115 As of September 30, 2022, the operations in Singapore incurred $ 10,837,351 1,842,350 As of September 30, 2022, the operations in Hong Kong incurred $ 38,720 6,389 The Company filed income tax returns in the United States federal tax jurisdiction and several state tax jurisdictions. Since the Company is in a loss carryforward position, it is generally subject to examination by federal and state tax authorities for all tax years in which a loss carryforward is available. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS From time to time, the Company’s directors, former directors and companies which are controlled by a major shareholder of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment. During the three months ended September 30, 2022 and 2021, the Company paid the aggregate amount of $ 0 50,000 0 50,000 During the three months ended September 30, 2022 and 2021, the Company paid the aggregate amount of $ 90,000 0 265,533 60,967 During the three months ended September 30, 2022 and 2021, the Company paid the aggregate amount of $ 30,000 0 90,000 79,020 On April 1, the Company entered into a Service Agreement (the “Service agreement”) with a company controlled by its major shareholder, which agreed to provide staffing and back-office services to the Company until the arrangement is terminated by the parties. During the three months and nine months ended September 30, 2022, the Company incurred the related management service fee of $ 471,349 914,836 In July 2022, the Company’s wholly-owned subsidiary Marvion Group Limited entered into a technical knowhow license and servicing agreement (the “Servicing Agreement”) with Total Chase Limited (“Total Chase”), a company controlled by its major shareholder of the Company, pursuant to which the Company engaged Total Chase to develop the technical knowhow during a three-year term. Total Chase is the parent company of Marvel Digital AI Limited (“MDAI”) that own intellectual properties and provide technical development services to Total Chase. The technical knowhow consists of visual intelligence engine, speech recognition engine, text analytics engine, emotion recognition engine, motion recognition engine, AI agent creation engine, and metaverse development. Under the terms of the Servicing Agreement, the Company is required to pay to Total Chase an aggregate of $ 50 The Company charged all related development costs to expenses as incurred and recognized as “Technology and development expenses” in the unaudited condensed consolidated statement of operations. During the nine months ended September 30, 2022, the Company incurred the related development fee of $8,000,000 and paid $5,974,040. Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | 14. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three and nine months ended September 30, 2022, there was no single customer who accounted for 10% or more of the Company’s revenues. For the three and nine months ended September 30, 2021, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances are presented as follows: Schedules of concentrations For the Three Months Ended For the Nine Months Ended As of Customer Revenues Percentage Revenues Percentage Accounts Customer A $ 13,256 97 $ 101,026 57 $ – Customer B – – 75,315 43 – $ 13,256 97 $ 176,341 100 $ – (b) Economic and political risk The Company’s major operations are conducted in Hong Kong and Singapore. Accordingly, the political, economic, and legal environments, as well as the general state of economy in Hong Kong and Singapore may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore, the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and SGD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (d) Market price risk of crypto (“digital”) assets The Company generated certain level of its revenue from the sale and distribution of licensed media token products on its platform by the means of crypto assets by the customers, while revenue from these products have not been significant to date, most of this revenue will also fluctuate based on the price of crypto assets. Accordingly, crypto asset price risk could adversely affect its operating results. In particular, the future profitability may depend upon the market price of BNB, ETH, as well as other crypto assets. Crypto asset prices, along with the operating results, have fluctuated significantly from quarter to quarter. There is no assurance that crypto asset prices will reflect historical trends. A decline in the market price of BTC, ETH and Other crypto assets could have a material and adverse effect on our earnings, the carrying value of the crypto assets, and the future cash flows. This may also affect the liquidity and the ability to meet our ongoing obligations. As of September 30, 2022, the Company recorded an impairment charge on the crypto assets held when crypto asset prices decrease below their carrying value of these crypto assets. (e) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES Commitments As of September 30, 2022, the Company is committed to the below contractual agreement. Leases As of September 30, 2022, the Company had a service agreement for its corporate office. The lease contains the renewal option and will expire on September 24, 2023. Other contractual commitments · Williamsburg Venture Holdings, LLC On April 1, 2022, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC (“Investor”), a Nevada limited liability company, pursuant to which the Investor agreed to invest up to Twenty Million Dollars ($ 20,000,000 20,000,000 · Euro Amazing Limited On April 14, 2022, the Company, through its subsidiary, Marvion Private Limited, entered into an Intellectual Property Sale and Purchase Agreement (the “EA SPA”) with Euro Amazing Limited, a limited liability company organized under the laws of Hong Kong, pursuant to which the Company agreed to acquire a perpetual worldwide license for ten (10) categories of adaptation rights to twenty (20) movies in consideration of 2,325,581,395 0.0043 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events · Commitment shares to Williamsburg Venture Holdings, LLC On October 3 ,2022, the Company agreed to issue 75,000,000 shares of 142,000,000 commitment shares of its common stock to Williamsburg Venture Holdings, LLC (“Investor”), a Nevada limited liability company. The remaining of 67,000,000 commitment shares would be further issued to the Investor in accordance with the terms and conditions stated within the Equity Purchase Agreement dated April 1, 2022. The Equity Purchase Agreement with the Investor is filed as Exhibit 10.3 to this quarterly report on Form 10-Q and incorporated herein by reference. · Share Swap Agreement with China Information Technology Development Limited The Company entered into a Share Swap Agreement with China Information Technology Development Limited (Stock Code: 8178.HK), a company listed in the Stock Exchange of Hong Kong Limited (“CITD”), pursuant to which the Company agreed to acquire 26,520,386 Ordinary Shares of CITD, constituting approximately 5.15% of the issued share capital of CITD and approximately 4.9% of the enlarged issued share capital of CITD, in consideration of 218,574,609 shares of the Company’s common stock, constituting approximately 11.25% of the issued and outstanding common stock of the Company and approximately 0.153% of the Company’s issued and outstanding common stock and common stock committed to be issued, in accordance with the terms and conditions of the Share Swap Agreement, dated October 25, 2022, by and between the Company and CITD (the “Share Swap Agreement”). The share swap transaction contemplated in the Share Swap Agreement is anticipated to close 90 days from October 25, 2022, or such other later date as is necessary to comply with all applicable rules and regulations of the United States of America and Hong Kong in respect of the share swap transaction. The Company will not issue any shares of common stock to CITD until its corporate action to increase its authorized share capital pending with FINRA has been approved. The foregoing description of the Share Swap Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.8 to this quarterly report on Form 10-Q and incorporated herein by reference. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022, and the Company’s Amendment No. 7 to the Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2022. |
Use of estimates and assumptions | Use of estimates and assumptions In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the technological feasibility of technical knowhow, valuation of inventories; the future recoverability and amortization of licensed media content; income taxes including the assessment of valuation allowance for deferred tax assets; and impairment assessments for inventories and cryptocurrencies. |
Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of BONZ and its subsidiaries. All intercompany balances and transactions within the Company have been eliminated upon consolidation. |
Segment reporting | Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “ Segment Reporting |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on deposit with banks. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Digital assets | Digital assets The Company’s digital assets represent the cryptocurrencies held in its e-wallet, including Binance USD, Tether, Binance Coin, Ethereum, Polygon, OKB Token and OEC Token. The Company accounts for its digital assets in accordance with Accounting Standards Codification (“ASC”) Subtopic 350-30, “ General Intangibles Other Than The Company’s cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment. For the nine months ended September 30, 2022 and 2021, the Company recorded an impairment of $ 4,063 0 |
Inventories | Inventories Inventory consists of adaptation rights products, which are stated at the lower of cost (first-in, first-out method) or net realizable value. Management regularly reviews inventory on an item-by-item basis and provides an inventory allowance based on excess or obsolete inventory determined primarily by anticipated future demand for our products. Inventory allowance is measured as the difference between the cost of the inventory and market value, based on assumptions about future demand that are inherently difficult to assess. As of September 30, 2022 and December 31, 2021, the Company did no |
Intangible asset | Intangible asset Intangible assets consist of licensed media content, trademarks and trade name. The intangible assets are amortized following the patterns in which the economic benefits are consumed or straight-line over the estimated useful life. The Company periodically reviews the estimated useful lives of these intangible assets and reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The determination of impairment is based on estimates of future undiscounted cash flows. If an intangible asset is considered to be impaired, the amount of the impairment will be equal to the excess of the carrying value over the fair value of the asset. There was no |
Development costs | Development costs The Company enters a technical knowhow license and servicing agreement with a company controlled by its major shareholder and are required to make payments for technical knowhow development. Technical knowhow consists of visual intelligence engine, emotion recognition engine, motion recognition engine, and metaverse development. Prior to establishing technological feasibility of a product, all development costs are charged to expenses as incurred and to be recognized as “Technology and development expenses” in the unaudited condensed consolidated statement of operations. After establishing technological feasibility, the Company capitalizes all development payments to third-party service provider as development costs. Significant management judgements are made in the assessment of when technological feasibility is establishing. Amortization of capitalized development costs commences when a product is available for general release. For capitalized development costs, annual amortization is calculated using the straight-line method over the remaining estimated life of the title. The Company evaluates the future recoverability of capitalized development costs on a quarterly basis. For the nine months ended September 30, 2022 and 2021, the Company incurred the related development costs of $ 8,000,000 0 no |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets” |
Revenue recognition | Revenue recognition The Company adopted ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Media & Entertainment Business Sale of licensed IP right and media products: The sale and distribution of the licensed IP right and media content such as images, video, episode and films, in crypto and fiat currency transaction is the only performance obligation under the fixed-fee arrangement. These IP right and media content are individually monetized as non-interchangeable unit of data stored on a blockchain, a form of digital ledger that can be, in the form of a token on the online platform. The revenue is recognized for each sale when the designated content token is transferred to the end user. Transaction fee income: The Company also generates revenue through transaction fees transacted on its platform or other marketplaces. The Company charges a fee to individual customer at the secondary transaction level, which is allocated to the single performance obligation. The transaction fee is collected from the customer in digital assets, with revenue measured based on a certain percentage of the value of digital assets at the time the transaction is executed. The Company’s service is comprised of a single performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, at which time revenue is recognized. Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency at the time of receipt. Expenses associated with operating the media & entertainment business, such as token minting cost and licensed IP right cost are also recorded as cost of revenues. Amortization on licensed media content is also recorded as a component of cost of revenues. During the nine months ended September 30, 2022 and 2021, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions For the Nine Months Ended September 30, 2022 2021 Revenue earned and received by digital assets $ 6,490,552 $ – Cost of revenue paid by digital assets $ (371 ) $ – Expense paid by digital assets $ (6,552,624 ) $ – Digital assets purchased / exchanged $ 2 $ – Consulting Business Consulting service income: Revenue is earned from the rendering of marketing and strategic advisory services to the customers. The Company recognizes services revenue over the period in which such services are performed under fixed price contracts. |
Income taxes | Income taxes The Company adopted the ASC 740 “Income tax” The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain tax positions | Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2022 and 2021. |
Net loss per share | Net loss per share The Company calculates net loss per share in accordance with ASC 260, “ Earnings per Share |
Foreign currencies translation | Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore, and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”) respectively, which are their respective functional currencies, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Subtopic 830-30, “ Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the period ended September 30, 2022 and 2021: Schedule of translation rates September 30, 2022 September 30, 2021 Period-end HKD:US$ exchange rate 0.1274 0.1284 Period average HKD:US$ exchange rate 0.1277 0.1288 Period-end SGD:US$ exchange rate 0.6973 0.7355 Period average SGD:US$ exchange rate 0.7271 0.7469 |
Comprehensive income (loss) | Comprehensive income (loss) ASC Topic 220, “ Comprehensive Income |
Related parties | Related parties The Company follows the ASC 850-10, “Related Party Disclosures” Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | Commitments and contingencies The Company follows the ASC 450-20, “Contingencies” If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair value of financial instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses and other current assets, accrued liabilities and other payable, accrued consulting service fee, amounts due to related parties and income tax payable approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believes that the future adoption of any such pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations. |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Subsidiaries | Description of Subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/paid up share capital Effective interest held Marvion Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at par value of US$1 each 100 Marvion Private Limited Singapore Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 Marvion Group Limited British Virgin Islands Procurement of media and entertainment in Singapore 50,000 ordinary shares at par value of US$1 each 100 Marvion (Hong Kong) Limited Hong Kong Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100 Typerwise Limited Hong Kong Provision of financing, business development solutions & related professional services 10,000 ordinary shares for HK$10,000 100 Marvel Multi-dimensions Limited (1) Hong Kong Provision of treasury management services 10,000 ordinary shares for HK$10,000 100 (1) Marvel Multi-dimensions Limited was acquired by Marvion Holdings Limited on January 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of non-cash transactions | Schedule of non-cash transactions For the Nine Months Ended September 30, 2022 2021 Revenue earned and received by digital assets $ 6,490,552 $ – Cost of revenue paid by digital assets $ (371 ) $ – Expense paid by digital assets $ (6,552,624 ) $ – Digital assets purchased / exchanged $ 2 $ – |
Schedule of translation rates | Schedule of translation rates September 30, 2022 September 30, 2021 Period-end HKD:US$ exchange rate 0.1274 0.1284 Period average HKD:US$ exchange rate 0.1277 0.1288 Period-end SGD:US$ exchange rate 0.6973 0.7355 Period average SGD:US$ exchange rate 0.7271 0.7469 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue from contracts with customers | Schedule of revenue from contracts with customers For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Consulting service income $ – $ 13,677 $ 24,735 $ 177,017 Media and entertainment income: Sale of licensed IP right and media products 5,326,680 – 6,372,709 – Transaction fee income 94,600 – 117,843 – Total revenues $ 5,421,280 $ 13,677 $ 6,515,287 $ 177,017 |
Schedule of revenue from customer by geographic segment | Schedule of revenue from customer by geographic segment For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Hong Kong $ – $ 13,677 $ 24,735 $ 177,017 Rest of the World 5,421,280 – 6,490,552 – Total revenues $ 5,421,280 $ 13,677 $ 6,515,287 $ 177,017 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenue from Segments to Consolidated | Schedule of Reconciliation of Revenue from Segments to Consolidated Media & Entertainment Segment Business Total For the Three Months Ended September 30, 2022 Revenue from external customers: Media and entertainment income $ 5,421,280 $ – $ 5,421,280 Consulting service income – – – Total revenues 5,421,280 – 5,421,280 Cost of revenues: Media and entertainment income (3,993,787 ) – (3,993,787 ) Consulting service income – – – Total cost of revenues (3,993,787 ) – (3,993,787 ) Gross profit 1,427,493 – 1,427,493 Operating expenses: Technology and development expenses (8,120,612 ) – (8,120,612 ) Sales and marketing expenses (160,731 ) (8,747 ) (169,478 ) Corporate development expenses (71,923 ) – (71,923 ) General and administrative expenses (726,628 ) (120 ) (726,748 ) Impairment loss of digital assets (14 ) – (14 ) Total operating expenses (9,079,908 ) (8,867 ) (9,088,775 ) Segment loss $ (7,652,415 ) $ (8,867 ) $ (7,661,282 ) For the Three Months Ended September 30, 2021 Revenue from external customers: Media and entertainment income $ – $ – $ – Consulting service income – 13,677 13,677 Total revenues – 13,677 13,677 Cost of revenues: Sale of licensed media products – – – Consulting service income – (3,628 ) (3,628 ) Total cost of revenues – (3,628 ) (3,628 ) Gross profit – 10,049 10,049 Operating expenses: General and administrative expenses (48,141 ) (36,833 ) (84,974 ) Total operating expenses (48,141 ) (36,833 ) (84,974 ) Segment loss $ (48,141 ) $ (26,784 ) $ (74,925 ) Media & Entertainment Segment Business Total For the Nine Months Ended September 30, 2022 Revenue from external customers: Media and entertainment income $ 6,490,552 $ – $ 6,490,552 Consulting service income – 24,735 24,735 Total revenues 6,490,552 24,735 6,515,287 Cost of revenues: Media and entertainment income (4,829,421 ) – (4,829,421 ) Consulting service income – (25,533 ) (25,533 ) Total cost of revenues (4,829,421 ) (25,533 ) (4,854,954 ) Gross profit (loss) 1,661,131 (798 ) 1,660,333 Operating expenses: Technology and development expenses (8,727,704 ) – (8,727,704 ) Sales and marketing expenses (335,794 ) (23,060 ) (358,854 ) Corporate development expenses (204,793 ) – (204,793 ) General and administrative expenses (1,982,937 ) (2,472 ) (1,985,409 ) Impairment loss of digital assets (4,063 ) – (4,063 ) Total operating expenses (11,255,291 ) (25,532 ) (11,280,823 ) Segment loss $ (9,594,160 ) $ (26,330 ) $ (9,620,490 ) For the Nine Months Ended September 30, 2021 Revenue from external customers: Media and entertainment income $ – $ – $ – Consulting service income – 177,017 177,017 Total revenues – 177,017 177,017 Cost of revenues: Sale of licensed media products – – – Consulting service income – (60,967 ) (60,967 ) Total cost of revenues – (60,967 ) (60,967 ) Gross profit – 116,050 116,050 Operating expenses: General and administrative expenses (48,141 ) (135,470 ) (183,611 ) Total operating expenses (48,141 ) (135,470 ) (183,611 ) Segment loss $ (48,141 ) $ (19,420 ) $ (67,561 ) |
Segment balance sheet items | Segment balance sheet items Media & Business Total As of September 30, 2022 Intangible assets $ 146,857 $ – $ 146,857 Identifiable assets $ 5,374,072 $ 1,662 $ 5,375,734 As of December 31, 2021 Intangible assets $ 153,656 $ – $ 153,656 Identifiable assets $ 115,608 $ 28,124 $ 143,732 |
DIGITAL ASSETS, NET (Tables)
DIGITAL ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of digital assets | Schedule of digital assets For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 98,862 $ – Received as revenue 6,490,552 – Paid as expense (6,552,995 ) – Digital assets purchased / exchanged 2 – Impairment loss of digital assets (4,063 ) – Loss on sale, use or exchange of digital assets (18,556 ) – Digital assets at end of the period, net $ 13,802 $ – Loss on sale, use or exchange of digital assets for the nine months ended September 30, 2022 was $18,556, arising from exchange of the digital assets and digital assets payments for expenses. The following tables presents additional information about the Company’s individual digital asset for the period, as indicated, “All Other” category includes OEC Token (“OKT”) and OEB Token (“OEB”): Binance USD (“BUSD”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ – $ – Received as revenue 4,449,010 – Paid as expense (4,443,850 ) – Digital assets purchased / exchanged (100 ) – Digital assets at end of the period, net $ 5,060 $ – Tether (“USDT”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 340 $ – Received as revenue 1,946,160 – Paid as expense (1,945,540 ) – Digital assets at end of the period, net $ 960 $ – Binance Coin (“BNB”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 94,848 $ – Received as revenue 95,382 – Paid as expense (163,578 ) – Impairment loss of digital assets (1,441 ) – Loss on sale, use or exchange of digital assets (18,554 ) – Digital assets at end of the period, net $ 6,657 $ – Ethereum (“ETH”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 3,669 $ – Received as revenue – – Paid as expense – – Impairment loss of digital assets (2,606 ) – Loss on sale, use or exchange of digital assets – – Digital assets at end of the period, net $ 1,063 $ – Polygon (“MATIC”) For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ – $ – Received as revenue – – Paid as expense (27 ) – Digital assets purchased / exchanged 102 Impairment loss of digital assets (13 ) – Loss on sale, use or exchange of digital assets (2 ) – Digital assets at end of the period, net $ 60 $ – All Other For the Nine Months Ended September 30, 2022 2021 Digital assets at beginning of the period, net $ 5 $ – Received as revenue – – Paid as expense – – Impairment loss of digital assets (3 ) – Loss on sale, use or exchange of digital assets – – Digital assets at end of the period, net $ 2 $ – The following table summarizes the Company’s digital asset holdings as of: As of September 30, 2022 As of Binance USD (“BUSD”) $ 5,060 $ – Tether (“USDT”) 960 340 Binance Coin (“BNB”) 6,657 94,848 Ethereum (“ETH”) 1,063 3,669 Polygon (“MATIC”) 60 – OEC Token (“OKT”) 1 4 OEB Token (“OKB”) 1 1 Total digital assets, net $ 13,802 $ 98,862 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Estimated Useful Life As of September 30, 2022 As of At cost: Licensed media content (1) 3 $ 137,377 $ 146,010 Trademarks and trade name 10 9,480 7,646 Intangible assets, at cost 146,857 153,656 Less: accumulated amortization (46,614 ) (12,279 ) Intangible assets, net $ 100,243 $ 141,377 (1) Amortization of licensed media content was primarily in “Cost of revenues” in the unaudited condensed consolidation statements of operations. |
Schedule of amortization expense of intangible assets | Schedule of amortization expense of intangible assets For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 11,750 $ – $ 35,810 $ – General and administrative expenses 238 – 713 – Total amortization of intangible assets $ 11,988 $ – $ 36,523 $ – |
Schedule of amortization expense for intangible assets | Schedule of amortization expense for intangible assets Year ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 11,685 2023 46,740 2024 35,293 2025 948 2026 948 Thereafter 4,629 Total $ 100,243 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net loss per share: | |
Schedule of basic and diluted net (loss) income per share | Schedule of basic and diluted net (loss) income per share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net loss attributable to common stockholders $ (7,661,272 ) $ (74,925 ) $ (9,635,226 ) $ (67,561 ) Weighted average common shares outstanding: Basic 1,867,681,876 1,217,764,822 1,867,681,876 1,217,764,822 Diluted 1,867,681,876 1,217,764,822 1,867,681,876 1,217,764,822 Net loss per share: Basic (1) $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.00 ) Diluted (1) $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.00 ) (1) Basic and diluted net loss per share was less than $0.01 for the three months ended September 30, 2022 and 2021, and nine months ended September 30, 2021 |
Schedule of weighted average common shares outstanding | Schedule of weighted average common shares outstanding For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Weighted average common shares outstanding – Basic and Diluted 1,867,681,876 1,217,764,822 1,867,681,876 1,217,764,822 Common stock committed but yet to be issued (1) 140,794,298,026 138,468,716,631 140,794,298,026 138,468,716,631 Weighted average common shares outstanding under if-converted method for Basic and Diluted 142,661,979,902 139,686,481,453 142,661,979,902 139,686,481,453 (1) The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months and nine months ended September 30, 2022 and 2021, because including them would have been anti-dilutive. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Financing Receivable, Past Due [Line Items] | |
Schedule of income (loss) before income tax | Schedule of income (loss) before income tax For the Nine Months Ended September 30, 2022 2021 Tax jurisdiction from: - Local $ (277,658 ) $ (1,284 ) - Foreign, including – – British Virgin Islands (25,115 ) (11,161 ) Singapore (9,293,825 ) (6,052 ) Hong Kong (42,448 ) (49,064 ) Loss before income taxes $ (9,639,046 ) $ (67,561 ) |
Schedule of provision for income taxes | Schedule of provision for income taxes For the Nine Months Ended September 30, 2022 2021 Current: - Local $ – $ – - Foreign 3,820 – Deferred: - Local – – - Foreign – – Income tax credit $ 3,820 $ – |
Schedule of income tax expense | Schedule of income tax expense For the Nine Months Ended September 30, 2022 2021 Loss before income taxes $ (9,293,825 ) $ (6,052 ) Statutory income tax rate 17% 17% Income tax benefit at statutory rate (1,579,950 ) (1,029 ) Tax effect of disallowable items 6,297 18 Net operating loss 1,573,653 1,011 Income tax expense $ – $ – |
Schedule of deferred tax assets | Schedule of deferred tax assets As of September 30, 2022 As of Deferred tax assets: NOL – US tax regime $ 175,115 $ 116,807 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 6,389 – NOL – Singapore tax regime 1,842,350 270,131 2,023,854 386,938 Less: Valuation allowance (2,023,854 ) (386,938 ) Deferred tax assets, net $ – $ – |
HONG KONG | |
Financing Receivable, Past Due [Line Items] | |
Schedule of income tax expense | Schedule of income tax expense For the Nine Months Ended September 30, 2022 2021 Loss before income taxes $ (42,448 ) $ (49,065 ) Statutory income tax rate 16.5% 16.5% Income tax benefit at statutory rate (7,004 ) (8,096 ) Tax effect of non-deductible and non-taxable items 615 42 Tax over-provision 3,820 – Net operating loss 6,389 8,054 Income tax credit $ 3,820 $ – |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedules of concentrations | Schedules of concentrations For the Three Months Ended For the Nine Months Ended As of Customer Revenues Percentage Revenues Percentage Accounts Customer A $ 13,256 97 $ 101,026 57 $ – Customer B – – 75,315 43 – $ 13,256 97 $ 176,341 100 $ – |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 9 Months Ended | |
Sep. 30, 2022 | ||
Marvion Holdings Limited [Member] | ||
Place of incorporation | British Virgin Islands | |
Principal activity | Investment holding | |
Share capital | 50,000 ordinary shares at par value of US$1 each | |
Ownership percentage | 100% | |
Marvion Private Limited [Member] | ||
Place of incorporation | Singapore | |
Principal activity | Corporate management and IT development in Singapore | |
Share capital | 1,000 ordinary shares for S$1,000 | |
Ownership percentage | 100% | |
Marvion Group Limited [Member] | ||
Place of incorporation | British Virgin Islands | |
Principal activity | Procurement of media and entertainment in Singapore | |
Share capital | 50,000 ordinary shares at par value of US$1 each | |
Ownership percentage | 100% | |
Marvion Hong Kong Limited [Member] | ||
Place of incorporation | Hong Kong | |
Principal activity | Corporate management in Hong Kong | |
Share capital | 1,000 ordinary shares for HK$1,000 | |
Ownership percentage | 100% | |
TyperWise Limited [Member] | ||
Place of incorporation | Hong Kong | |
Principal activity | Provision of financing, business development solutions & related professional services | |
Share capital | 10,000 ordinary shares for HK$10,000 | |
Ownership percentage | 100% | |
Marvel Multi Dimensions Limited [Member] | ||
Place of incorporation | Hong Kong | [1] |
Principal activity | Provision of treasury management services | [1] |
Share capital | 10,000 ordinary shares for HK$10,000 | [1] |
Ownership percentage | 100% | [1] |
[1]Marvel Multi-dimensions Limited was acquired by Marvion Holdings Limited on January 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Revenues | $ 5,421,280 | $ 13,677 | $ 6,515,287 | $ 177,017 |
Cost of Revenue | $ (3,993,787) | $ (3,628) | (4,854,954) | (60,967) |
Digital Assets [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 6,490,552 | 0 | ||
Cost of Revenue | (371) | 0 | ||
Expense | (6,552,624) | 0 | ||
Digital Assets Purchased Or Exchanged [Member] | ||||
Product Information [Line Items] | ||||
Digital assets purchased or exchanged | $ 2 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Sep. 30, 2022 | Sep. 30, 2021 |
Period End [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1274 | 0.1284 |
Period End [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.6973 | 0.7355 |
Period Average [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1277 | 0.1288 |
Period Average [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.7271 | 0.7469 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Finite-Lived | $ 4,063 | $ 0 | |
Inventory Valuation Reserves | 0 | $ 0 | |
Impairment of intangible assets | 0 | 0 | |
Development costs | 8,000,000 | 0 | |
Capitalize development costs | 0 | 0 | |
Cryptocurrencies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Finite-Lived | $ 4,063 | $ 0 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 9,635,226 | |
Retained Earnings (Accumulated Deficit) | $ 25,792,593 | $ 16,157,367 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 5,421,280 | $ 13,677 | $ 6,515,287 | $ 177,017 |
Consulting Service Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 0 | 13,677 | 24,735 | 177,017 |
License [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 5,326,680 | 0 | 6,372,709 | 0 |
Transaction Fee Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 94,600 | $ 0 | $ 117,843 | $ 0 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,421,280 | $ 13,677 | $ 6,515,287 | $ 177,017 |
HONG KONG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 13,677 | 24,735 | 177,017 |
Around The World [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,421,280 | $ 0 | $ 6,490,552 | $ 0 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details - Operations) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 5,421,280 | $ 13,677 | $ 6,515,287 | $ 177,017 |
Cost of Revenue | (3,993,787) | (3,628) | (4,854,954) | (60,967) |
Gross Profit | 1,427,493 | 10,049 | 1,660,333 | 116,050 |
Development Costs, Period Cost | (8,120,612) | 0 | (8,727,704) | 0 |
Selling and Marketing Expense | (169,478) | 0 | (358,854) | 0 |
Business Development | (71,923) | 0 | (204,793) | 0 |
General and Administrative Expense | (726,748) | (84,974) | (1,985,409) | (183,611) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | (14) | 0 | (4,063) | 0 |
Operating Costs and Expenses | (9,088,775) | (84,974) | (11,280,823) | (183,611) |
Operating Income (Loss) | (7,661,282) | (74,925) | (9,620,490) | (67,561) |
Sale Of Media Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,421,280 | 0 | 6,490,552 | 0 |
Cost of Revenue | (3,993,787) | 0 | (4,829,421) | 0 |
Consulting Service Income [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 13,677 | 24,735 | 177,017 |
Cost of Revenue | 0 | (3,628) | (25,533) | (60,967) |
Media And Entertainment Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,421,280 | 0 | 6,490,552 | 0 |
Cost of Revenue | (3,993,787) | 0 | (4,829,421) | 0 |
Gross Profit | 1,427,493 | 0 | 1,661,131 | |
Development Costs, Period Cost | (8,120,612) | (8,727,704) | ||
Selling and Marketing Expense | (160,731) | (335,794) | ||
Business Development | (71,923) | (204,793) | ||
General and Administrative Expense | (726,628) | (48,141) | (1,982,937) | (48,141) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | (14) | (4,063) | ||
Operating Costs and Expenses | (9,079,908) | (48,141) | (11,255,291) | (48,141) |
Operating Income (Loss) | (7,652,415) | (48,141) | (9,594,160) | (48,141) |
Media And Entertainment Segment [Member] | Sale Of Media Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,421,280 | 0 | 6,490,552 | 0 |
Cost of Revenue | (3,993,787) | 0 | (4,829,421) | 0 |
Media And Entertainment Segment [Member] | Consulting Service Income [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Cost of Revenue | 0 | 0 | 0 | 0 |
Business Consulting Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 13,677 | 24,735 | 177,017 |
Cost of Revenue | 0 | (3,628) | (25,533) | (60,967) |
Gross Profit | 0 | 10,049 | (798) | 116,050 |
Development Costs, Period Cost | 0 | 0 | ||
Selling and Marketing Expense | (8,747) | (23,060) | ||
Business Development | 0 | 0 | ||
General and Administrative Expense | (120) | (36,833) | (2,472) | (135,470) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 0 | |||
Operating Costs and Expenses | (8,867) | (36,833) | (25,532) | (135,470) |
Operating Income (Loss) | (8,867) | (26,784) | (26,330) | (19,420) |
Business Consulting Segment [Member] | Sale Of Media Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Cost of Revenue | 0 | 0 | 0 | 0 |
Business Consulting Segment [Member] | Consulting Service Income [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 13,677 | 24,735 | 177,017 |
Cost of Revenue | 0 | (3,628) | (25,533) | (60,967) |
Total [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,421,280 | 13,677 | 6,515,287 | 177,017 |
Cost of Revenue | (3,993,787) | (3,628) | (4,854,954) | (60,967) |
Gross Profit | 1,427,493 | 10,049 | 1,660,333 | 116,050 |
Development Costs, Period Cost | (8,120,612) | (8,727,704) | ||
Selling and Marketing Expense | (169,478) | (358,854) | ||
Business Development | (71,923) | (204,793) | ||
General and Administrative Expense | (726,748) | (84,974) | (1,985,409) | (183,611) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | (14) | (4,063) | ||
Operating Costs and Expenses | (9,088,775) | (84,974) | (11,280,823) | (183,611) |
Operating Income (Loss) | $ (7,661,282) | $ (74,925) | $ (9,620,490) | $ (67,561) |
BUSINESS SEGMENT INFORMATION _2
BUSINESS SEGMENT INFORMATION (Details - Segment balance sheet items) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Addition in intangible assets | $ 146,857 | $ 153,656 |
Identifiable assets | 5,375,734 | 143,732 |
Media And Entertainment Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Addition in intangible assets | 146,857 | 153,656 |
Identifiable assets | 5,374,072 | 115,608 |
Business Consulting Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Addition in intangible assets | 0 | 0 |
Identifiable assets | 1,662 | 28,124 |
Total [Member] | ||
Segment Reporting Information [Line Items] | ||
Addition in intangible assets | 146,857 | 153,656 |
Identifiable assets | $ 5,375,734 | $ 143,732 |
DIGITAL ASSETS (Details)
DIGITAL ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | $ 98,862 | ||||
Received as revenue | $ 5,421,280 | $ 13,677 | 6,515,287 | $ 177,017 | |
Digital assets purchased / exchanged | 2 | 0 | |||
Loss on disposal of digital assets | (10) | 0 | 18,556 | 0 | |
Digital assets at end of the period | 13,802 | 13,802 | |||
Total digital assets | 13,802 | 13,802 | $ 98,862 | ||
Digital Assets [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | 98,862 | 0 | |||
Received as revenue | 6,490,552 | 0 | |||
Paid as expense | (6,552,995) | 0 | |||
Digital assets purchased / exchanged | 2 | 0 | |||
Impairment loss of digital assets | (4,063) | 0 | |||
Loss on disposal of digital assets | (18,556) | 0 | |||
Digital assets at end of the period | 13,802 | 0 | 13,802 | 0 | |
Digital Assets [Member] | B U S D [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | 0 | 0 | |||
Received as revenue | 4,449,010 | 0 | |||
Paid as expense | (4,443,850) | 0 | |||
Digital assets purchased / exchanged | (100) | 0 | |||
Digital assets at end of the period | 5,060 | 0 | 5,060 | 0 | |
Total digital assets | 5,060 | 5,060 | 0 | ||
Digital Assets [Member] | U S D T [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | 340 | 0 | |||
Received as revenue | 1,946,160 | 0 | |||
Paid as expense | (1,945,540) | 0 | |||
Digital assets at end of the period | 960 | 0 | 960 | 0 | |
Total digital assets | 960 | 960 | 340 | ||
Digital Assets [Member] | B N B [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | 94,848 | 0 | |||
Received as revenue | 95,382 | 0 | |||
Paid as expense | (163,578) | 0 | |||
Impairment loss of digital assets | (1,441) | 0 | |||
Loss on disposal of digital assets | (18,554) | 0 | |||
Digital assets at end of the period | 6,657 | 0 | 6,657 | 0 | |
Total digital assets | 6,657 | 6,657 | 94,848 | ||
Digital Assets [Member] | E T H [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | 3,669 | 0 | |||
Received as revenue | 0 | 0 | |||
Paid as expense | 0 | 0 | |||
Impairment loss of digital assets | (2,606) | 0 | |||
Loss on disposal of digital assets | 0 | 0 | |||
Digital assets at end of the period | 1,063 | 0 | 1,063 | 0 | |
Total digital assets | 1,063 | 1,063 | 3,669 | ||
Digital Assets [Member] | M A T I C [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | 0 | 0 | |||
Received as revenue | 0 | 0 | |||
Paid as expense | (27) | 0 | |||
Digital assets purchased / exchanged | 102 | ||||
Impairment loss of digital assets | (13) | 0 | |||
Loss on disposal of digital assets | (2) | 0 | |||
Digital assets at end of the period | 60 | 0 | 60 | 0 | |
Total digital assets | 60 | 60 | 0 | ||
Digital Assets [Member] | Others [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Digital assets at beginning of the period | 5 | 0 | |||
Received as revenue | 0 | 0 | |||
Paid as expense | 0 | 0 | |||
Impairment loss of digital assets | (3) | 0 | |||
Loss on disposal of digital assets | 0 | 0 | |||
Digital assets at end of the period | 2 | $ 0 | 2 | $ 0 | |
Digital Assets [Member] | O K T [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total digital assets | 1 | 1 | 4 | ||
Digital Assets [Member] | O K B [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total digital assets | $ 1 | $ 1 | $ 1 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 146,857 | $ 153,656 | |
Less: accumulated amortization | (46,614) | (12,279) | |
Intangible assets, net | $ 100,243 | 141,377 | |
Licensed Media Content [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | [1] | 3 years | |
Intangible assets, gross | [1] | $ 137,377 | 146,010 |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 10 years | ||
Intangible assets, gross | $ 9,480 | $ 7,646 | |
[1]Amortization of licensed media content was primarily in “Cost of revenues” in the unaudited condensed consolidation statements of operations. |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||||
Total amortization of intangible assets | $ 11,988 | $ 0 | $ 36,523 | $ 0 |
Cost of Sales [Member] | ||||
Goodwill [Line Items] | ||||
Total amortization of intangible assets | 11,750 | 0 | 35,810 | 0 |
General and Administrative Expense [Member] | ||||
Goodwill [Line Items] | ||||
Total amortization of intangible assets | $ 238 | $ 0 | $ 713 | $ 0 |
INTANGIBLE ASSETS (Details - Fu
INTANGIBLE ASSETS (Details - Future amortization of intangible assets) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (excluding the nine months ended September 30, 2022) | $ 11,685 | |
2023 | 46,740 | |
2024 | 35,293 | |
2025 | 948 | |
2026 | 948 | |
Thereafter | 4,629 | |
Total | $ 100,243 | $ 141,377 |
ACCRUED CONSULTING AND SERVIC_2
ACCRUED CONSULTING AND SERVICE FEE (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accrued Consulting And Service Fee | |
Professional and Contract Services Expense | $ 1,979,760 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Amounts Due To Related Parties | ||
Due to Related Parties | $ 3,076,813 | $ 283,636 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - $ / shares | Apr. 14, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,970,000,000 | 1,970,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 1,867,681,876 | 1,867,681,876 | |
Common Stock, Shares, Outstanding | 1,867,681,876 | 1,867,681,876 | |
Common stock committed to be issued | 140,794,298,026 | 138,468,716,631 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | ||
Preferred Stock, Shares Issued | 10,000,000 | 10,000,000 | |
Preferred Stock, Shares Outstanding | 10,000,000 | 10,000,000 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | ||
Preferred Stock, Shares Issued | 366,345 | 366,345 | |
Preferred Stock, Shares Outstanding | 366,345 | 366,345 | |
Series C Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 1 | ||
Preferred Stock, Shares Issued | 1 | 1 | |
Preferred Stock, Shares Outstanding | 1 | 1 | |
Common Stock [Member] | Euro Amazing Limited [Member] | |||
Class of Stock [Line Items] | |||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,325,581,395 | ||
Sale of Stock, Price Per Share | $ 0.0043 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Net loss per share: | |||||
Net loss attributable to common stockholders | $ (7,661,272) | $ (74,925) | $ (9,635,226) | $ (67,561) | |
Weighted average common shares outstanding: | |||||
Basic | 1,867,681,876 | 1,217,764,822 | 1,867,681,876 | 1,217,764,822 | |
Diluted | 1,867,681,876 | 1,217,764,822 | 1,867,681,876 | 1,217,764,822 | |
Net loss per share: | |||||
Basic | [1] | $ 0 | $ 0 | $ (0.01) | $ 0 |
Diluted | [1] | $ 0 | $ 0 | $ (0.01) | $ 0 |
[1]Basic and diluted net loss per share was less than $0.01 for the three months ended September 30, 2022 and 2021, and nine months ended September 30, 2021 |
NET (LOSS) INCOME PER SHARE (De
NET (LOSS) INCOME PER SHARE (Details 1) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Net loss per share: | |||||
Weighted average common shares outstanding – Basic and Diluted | 1,867,681,876 | 1,217,764,822 | 1,867,681,876 | 1,217,764,822 | |
Common stock committed but yet to be issued | [1] | 140,794,298,026 | 138,468,716,631 | 140,794,298,026 | 138,468,716,631 |
Weighted average common shares outstanding under if-converted method for Basic and Diluted | 142,661,979,902 | 139,686,481,453 | 142,661,979,902 | 139,686,481,453 | |
[1]The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months and nine months ended September 30, 2022 and 2021, because including them would have been anti-dilutive. |
INCOME TAX (Details - Reconcila
INCOME TAX (Details - Reconcilation of taxes) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | $ (7,661,272) | $ (74,925) | $ (9,639,046) | $ (67,561) |
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | (277,658) | (1,284) | ||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | 0 | 0 | ||
Foreign Tax Authority [Member] | VIRGIN ISLANDS, BRITISH | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | (25,115) | (11,161) | ||
Foreign Tax Authority [Member] | SINGAPORE | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | (9,293,825) | (6,052) | ||
Foreign Tax Authority [Member] | HONG KONG | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | $ (42,448) | $ (49,064) |
INCOME TAX (Details - Current a
INCOME TAX (Details - Current and deferred Income tax expense) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Current: | ||||
- Local | $ 0 | $ 0 | ||
- Foreign | 3,820 | 0 | ||
Deferred: | ||||
- Local | 0 | 0 | ||
- Foreign | 0 | 0 | ||
Income tax credit | $ 0 | $ 0 | $ 3,820 | $ 0 |
INCOME TAX (Details - Income ta
INCOME TAX (Details - Income tax expense) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income tax credit | $ 0 | $ 0 | $ 3,820 | $ 0 |
SINGAPORE | ||||
Loss before income taxes | $ (9,293,825) | $ (6,052) | ||
Statutory income tax rate | 17% | 17% | ||
Income tax benefit at statutory rate | $ (1,579,950) | $ (1,029) | ||
Tax effect of disallowable items | 6,297 | 18 | ||
Net operating loss | 1,573,653 | 1,011 | ||
Income tax credit | 0 | 0 | ||
HONG KONG | ||||
Loss before income taxes | $ (42,448) | $ (49,065) | ||
Statutory income tax rate | 16.50% | 16.50% | ||
Income tax benefit at statutory rate | $ (7,004) | $ (8,096) | ||
Net operating loss | 6,389 | 8,054 | ||
Income tax credit | 3,820 | 0 | ||
Tax effect of non-deductible and non-taxable items | 615 | 42 | ||
Tax over-provision | $ 3,820 | $ 0 |
INCOME TAX (Details - Deferred
INCOME TAX (Details - Deferred tax assets) - USD ($) | Sep. 30, 2022 | Jun. 30, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 2,023,854 | $ 386,938 |
Less: valuation allowance | (2,023,854) | (386,938) |
Deferred tax assets, net | 0 | 0 |
U S Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | 175,115 | 116,807 |
British Virgin Islands Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | 0 | 0 |
Hong Kong Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | 6,389 | 0 |
Singapore Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 1,842,350 | $ 270,131 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Sep. 30, 2022 USD ($) |
UNITED STATES | |
Operating Loss Carryforwards | $ 833,882 |
Deferred Tax Assets, Operating Loss Carryforwards | 175,115 |
SINGAPORE | |
Operating Loss Carryforwards | 10,837,351 |
Deferred Tax Assets, Operating Loss Carryforwards | 1,842,350 |
HONG KONG | |
Operating Loss Carryforwards | 38,720 |
Deferred Tax Assets, Operating Loss Carryforwards | $ 6,389 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Management service fee | $ 471,349 | $ 914,836 | ||
[custom:PaymentForServiceProvider] | 50,000,000 | |||
Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management fee | 0 | $ 50,000 | 0 | $ 50,000 |
Consultancy fees | 90,000 | 0 | 265,533 | 60,967 |
Compensation paid to directors | $ 30,000 | $ 0 | $ 90,000 | $ 79,020 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Revenues | $ 5,421,280 | $ 13,677 | $ 6,515,287 | $ 177,017 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Axiom Global H K Limited [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 13,256 | $ 101,026 | ||
Concentration Risk, Percentage | 97% | 57% | ||
Accounts Receivable, after Allowance for Credit Loss | $ 0 | $ 0 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Video Commerce Group Limited [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 0 | $ 75,315 | ||
Concentration Risk, Percentage | 0% | 43% | ||
Accounts Receivable, after Allowance for Credit Loss | $ 0 | $ 0 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Major Customers Total [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 13,256 | $ 176,341 | ||
Concentration Risk, Percentage | 97% | 100% | ||
Accounts Receivable, after Allowance for Credit Loss | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Apr. 14, 2022 | Sep. 30, 2022 | Apr. 02, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
Investment amount | $ 20,000,000 | ||
Equity Purchase from the Investor | $ 20,000,000 | ||
Euro Amazing Limited [Member] | Common Stock [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of consideration shares issued | 2,325,581,395 | ||
Share price | $ 0.0043 |