Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 21st Floor | ||
Entity Address, Address Line Two | Centennial Tower | ||
Entity Address, City or Town | 3 Temasek Avenue | ||
Entity Address, Country | SG | ||
Entity Address, Postal Zip Code | 039190 | ||
City Area Code | 65 | ||
Local Phone Number | 6829 7029 | ||
Title of 12(g) Security | Common Stock, $0.0001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1,659,045 | ||
Entity Common Stock, Shares Outstanding | 1,942,681,876 | ||
Auditor Firm ID | 5968 | ||
Auditor Name | OLAYINKA OYEBOLA & CO. | ||
Auditor Location | Lagos, Nigeria |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 99,274 | $ 28,124 |
Digital assets, net | 10,203 | 98,862 |
Inventories, net | 1,387,500 | 0 |
Prepaid expenses and other current assets | 3,057,342 | 16,746 |
Total current assets | 4,554,319 | 143,732 |
Non-current assets: | ||
Deferred financing cost | 176,250 | 0 |
Intangible assets, net | 94,205 | 141,377 |
Total non-current assets | 270,455 | 141,377 |
TOTAL ASSETS | 4,824,774 | 285,109 |
Current liabilities: | ||
Accrued liabilities and other payables | 105,381 | 46,629 |
Accrued consulting and service fee | 5,172,537 | 2,072,418 |
Amounts due to related parties | 1,544,729 | 283,636 |
Income tax payable | 1,272 | 5,109 |
Total current liabilities | 6,823,919 | 2,407,792 |
TOTAL LIABILITIES | 6,823,919 | 2,407,792 |
Commitments and contingencies | ||
Shareholders’ deficit: | ||
Common stock, par value $0.0001, 1,970,000,000 shares authorized, 1,942,681,876 and 1,867,681,876 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 194,268 | 186,768 |
Common stock, $0.0001 par value, 140,794,298,026 and 138,468,716,631 shares to be issued as of December 31, 2022 and December 31, 2021, respectively | 14,079,430 | 13,846,871 |
Additional paid-in capital | 9,936,191 | 0 |
Accumulated other comprehensive (loss) income | (5,043) | 7 |
Accumulated deficit | (26,205,029) | (16,157,367) |
Total shareholders’ deficit | (1,999,145) | (2,122,683) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 4,824,774 | 285,109 |
Preferred Stock [Member] | ||
Shareholders’ deficit: | ||
Preferred stock, value | 0 | 0 |
Series A Preferred Stock [Member] | ||
Shareholders’ deficit: | ||
Preferred stock, value | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Shareholders’ deficit: | ||
Preferred stock, value | 37 | 37 |
Series C Preferred Stock [Member] | ||
Shareholders’ deficit: | ||
Preferred stock, value | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,970,000,000 | 1,970,000,000 |
Common stock, shares issued | 1,942,681,876 | 1,867,681,876 |
Common stock, shares outstanding | 1,942,681,876 | 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 | 366,346 | 366,346 |
Preferred stock, shares outstanding | 366,346 | 366,346 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Preferred stock, shares authorized | 1 | 1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 11,482,606 | $ 297,092 |
Cost of revenue | (8,694,945) | (87,823) |
Gross profit | 2,787,661 | 209,269 |
Operating expenses: | ||
Technology and development | (9,004,045) | (124,148) |
Sales and marketing | (784,133) | (185,363) |
Corporate development | (285,361) | (680,000) |
Loss on impairment of digital assets | (4,076) | (1,640) |
General and administrative | (2,743,432) | (1,334,066) |
Total operating expenses | (12,821,047) | (2,325,217) |
LOSS FROM OPERATION | (10,033,386) | (2,115,948) |
Other income (expense): | ||
Loss on sale, use or exchange of digital assets | (18,556) | 0 |
Sundry income | 459 | 0 |
Total other income (expense), net | (18,097) | 0 |
LOSS BEFORE INCOME TAXES | (10,051,483) | (2,115,948) |
Income tax credit (expense) | 3,821 | (5,126) |
NET LOSS | (10,047,662) | (2,121,074) |
Other comprehensive income (loss): | ||
Foreign currency adjustment gain (loss) | (5,050) | 23 |
COMPREHENSIVE LOSS | $ (10,052,712) | $ (2,121,051) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.01) | $ 0 |
Earnings Per Share, Diluted | $ (0.01) | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 1,880,010,643 | 1,349,528,828 |
Weighted Average Number of Shares Outstanding, Diluted | 1,880,010,643 | 1,349,528,828 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' 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 | 23 | 23 | |||||
Net loss for the year | (2,121,074) | (2,121,074) | |||||
Ending balance, value at Dec. 31, 2021 | $ 1,038 | $ 186,768 | $ 13,846,871 | 7 | (16,157,367) | (2,122,683) | |
Ending 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 | (5,050) | (5,050) | |||||
Net loss for the year | (10,047,662) | (10,047,662) | |||||
Issuance of shares | $ 7,500 | 168,750 | 176,250 | ||||
Beginning balance, shares | 75,000,000 | ||||||
Ending balance, value at Dec. 31, 2022 | $ 1,038 | $ 194,268 | $ 14,079,430 | $ 9,936,191 | $ (5,043) | $ (26,205,029) | $ (1,999,145) |
Ending balance, shares at Dec. 31, 2022 | 10,366,346 | 1,942,681,876 | 140,794,298,026 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (10,047,662) | $ (2,121,074) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of intangible assets | 48,578 | 12,332 |
Revenue received by digital assets | (2,715,029) | (95,955) |
Expense settled by digital assets | 11,389,972 | 0 |
Digital assets purchased / exchanged | (2) | 0 |
Impairment loss of digital assets | 4,076 | 1,640 |
Loss on sale, use or exchange of digital assets | 18,556 | 0 |
Change in operating assets and liabilities: | ||
Digital assets | 0 | (4,547) |
Prepaid expenses and other current assets | (3,037,874) | (15,456) |
Accrued liabilities and other payables | 57,009 | 2,118,983 |
Accrued consulting and service fee | 3,099,529 | 0 |
Income tax payable | (3,821) | 5,109 |
Net cash used in operating activities | (1,186,668) | (98,968) |
Cash flows from investing activities | ||
Purchase of intangible assets | (1,898) | (153,709) |
Net cash used in investing activities | (1,898) | (153,709) |
Cash flows from financing activities | ||
Advances from related parties | 1,256,736 | 279,418 |
Net cash provided by financing activities | 1,256,736 | 279,418 |
Foreign currency translation adjustment | 2,979 | 23 |
Net change in cash and cash equivalents | 71,150 | 26,764 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 28,124 | 1,360 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 99,274 | 28,124 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION Bonanza Goldfields Corp. (the “Company”) was incorporated in the State of Nevada on March 6, 2008. Currently, the Company through its subsidiaries, are principally engaged in the sale and distribution of media and entertainment products in its online platform in Singapore, as well as the provision of financing, business development solutions & related professional services in Hong Kong. On August 27, 2021, Dr. Lee Ying Chiu Herbert purchased a controlling interest in the Company, resulting in a change of control. On August 26, 2021, Dr. Lee Ying Chiu Herbert was appointed to serve as director of the Company. On October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company. Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company. The Share Exchange between the Company and MHL on October 18, 2021, is a merger of entities under common control that Dr. Lee Ying Chiu Herbert is the common director and shareholder of both the Company and MHL. Under the guidance in Accounting Standard Codification Topic 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and MHL for all of the years presented. 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$1 100 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$1 100 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 research & development, IT and consulting services and treasury management 10,000 ordinary shares for HK$10,000 100 (1) Marvel Multi-dimensions Limited was acquired by Marvion Holdings Limited on January 31, 2022 at the consideration of HKD2 from a related party. The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Use of estimates and assumptions In preparing these 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 years 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 impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance. Basis of consolidation The consolidated financial statements include the accounts of BONZ and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. Segment reporting Accounting Standards Codification (“ASC”) 280, “ Segment Reporting Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. 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 Financial Accounting Standards Board (“FASB”) ASC 350, “ General Intangibles Other Than Goodwill The Company’s cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment. 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 December 31, 2022 and 2021, the Company did no Intangible assets 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 years ended December 31, 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 360, “ Impairment or Disposal of Long-Lived Assets” Revenue recognition The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, 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 are also recorded as cost of revenues. Amortization on licensed media content is also recorded as a component of cost of revenues. During the years ended December 31, 2022 and 2021, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions Years ended December 31, 2022 2021 Revenue earned and received by digital assets $ 11,457,863 $ 95,955 Cost of revenue paid by digital assets $ (558 ) $ (1,815 ) Expense paid by digital assets $ (8,596,598 ) $ – 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 for the years ended December 31, 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 consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. 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 is a functional currency as 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$, in accordance with ASC 830-30, “ Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: Schedule of translation rates December 31, 2022 December 31, 2021 Year-end HKD:US$ exchange rate 0.1282 0.1283 Average HKD:US$ exchange rate 0.1277 0.1287 Year-end SGD:US$ exchange rate 0.7459 0.7411 Average SGD:US$ exchange rate 0.7253 0.7443 Comprehensive income (loss) ASC 220, “ Comprehensive Income Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided. Related parties The Company follows ASC 850-10, “Related Party Disclosures” Pursuant to ASC 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 ASC 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 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 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 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 ASC 825-10-50-10 for disclosures about fair value of its financial instruments and has adopted ASC 820-10-35-37 to measure the fair value of its financial instruments. ASC 820-10-35-37 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, ASC 820-10-35-37 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 ASC 820-10-35-37 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 expense and other current assets, accrued liabilities and other payables, 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. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTIES | 3. GOING CONCERN UNCERTAINTIES The accompanying 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 $ 10,047,662 26,205,029 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. Management believes 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 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 | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS The following is a disaggregation of the Company’s revenue by major source for the respective years: Schedule of revenue from contracts with customers Years ended December 31, 2022 2021 Media and entertainment income: Sale of licensed IP right and media products $ 11,327,529 $ 95,955 Transaction fee income 130,334 – Consulting service income 24,743 201,137 Total revenues $ 11,482,606 $ 297,092 The table below presents our revenues by geographic areas in which our customers were located. Schedule of revenue from customer by geographic segment Years ended December 31, 2022 2021 Hong Kong $ 24,743 $ 201,137 Rest of the World 11,457,863 95,955 Total revenues $ 11,482,606 $ 297,092 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS As of December 31, 2022 and 2021, intangible assets consisted of the following: Schedule of intangible assets Estimated useful life 2022 2021 At cost: Licensed media content 3 $ 146,958 $ 146,010 Trademarks and trade name 10 9,544 7,646 156,502 153,656 Less: accumulated amortization (62,297 ) (12,279 ) $ 94,205 $ 141,377 In October 2021, under the Sale and Purchase Agreement with Phoenix Waters Productions (HK) Limited, the Company was granted with an exclusive perpetual worldwide license to mint or produce token products for the distribution of 12-episode series of the video film at a fixed fee. This agreement allowed the Company to sell the corresponding media content by monetizing as non-interchangeable unit of data stored on a blockchain, a form of digital ledger that can be sold on its online platform. The management assessed the commercial life of this licensed media content and determined the estimated life of 3 years. As of December 31, 2022, the estimated amortization expense for intangible assets for each of the succeeding five years and thereafter is as follows: Schedule of amortization expense for intangible assets Year ending December 31: Amount 2023 $ 49,940 2024 37,694 2025 954 2026 954 2027 954 Thereafter 3,709 Total $ 94,205 Amortization of intangible assets was $ 48,578 12,332 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Schedule of prepaid expenses and other current assets 2022 2021 Prepayment for technical knowhow license and service $ 2,940,440 $ – Other prepayments 113,689 16,746 Other receivables 3,213 – $ 3,057,342 $ 16,746 |
ACCRUED CONSULTING AND SERVICE
ACCRUED CONSULTING AND SERVICE FEE | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Consulting And Service Fee | |
ACCRUED CONSULTING AND SERVICE FEE | 7. ACCRUED CONSULTING AND SERVICE FEE For the year ended December 31, 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 $ 3,100,119 |
AMOUNTS DUE FROM (TO) RELATED P
AMOUNTS DUE FROM (TO) RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Amounts Due From To Related Parties | |
AMOUNTS DUE FROM (TO) RELATED PARTIES | 8. AMOUNTS DUE FROM (TO) RELATED PARTIES The amounts represented temporary payments/advances from/to the Company’s directors and companies which are controlled by a director of the Company for working capital purpose, which were unsecured, interest-free and had no fixed terms of repayments. The related parties balance was $ 1,565,483 283,636 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | 9. SHAREHOLDERS’ DEFICIT Preferred stock As of December 31, 2022 and 2021, 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 December 31, 2022 and 2021, the Company had 10,000,000 10,000,000 As of December 31, 2022 and 2021, the Company had 366,346 366,346 As of December 31, 2022 and 2021, the Company had 1 1 Common stock As of December 31, 2022 and 2021, the Company’s authorized shares were 1,970,000,000 0.0001 On October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company. The Company issued 1,217,764,822 138,468,716,631 On November 1 ,2022, the Company issued 75,000,000 67,000,000 As of December 31, 2022 and 2021, the Company had 1,942,681,876 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 December 31, 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 December 31, 2022 and December 31, 2021, the Company had 140,794,298,026 138,468,716,631 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Net loss per share: | |
NET LOSS PER SHARE | 10. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2022 and 2021: Schedule of basic and diluted net (loss) income per share Years ended December 31, 2022 2021 Net loss attributable to common shareholders $ (10,047,662 ) $ (2,121,074 ) Weighted average common shares outstanding – Basic and diluted 1,880,010,643 1,349,528,828 Net loss per share – Basic and diluted # $ (0.01 ) $ (0.00 ) # 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 Years ended December 31, 2022 2021 Weighted average common shares outstanding – Basic and Diluted $ 1,880,010,643 $ 1,349,528,828 Common stock committed but yet to be issued (1) 140,794,298,026 138,468,716,631 Weighted average common shares outstanding under if-converted method for Basic and Diluted $ 142,674,308,669 $ 139,818,245,459 (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 year ended December 31, 2022 and 2021, because including them would have been anti-dilutive. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 11. INCOME TAX For the years ended December 31, 2022 and 2021, the local (“United States of America”) and foreign components of (loss) income before income taxes were comprised of the following: Schedule of income (loss) before income tax Years ended December 31, 2022 2021 Tax jurisdiction from: - Local $ (305,569 ) $ (556,224 ) - Foreign, including British Virgin Islands (25,141 ) (396 ) Singapore (9,677,694 ) (1,589,007 ) Hong Kong (43,079 ) 29,679 Loss before income taxes $ (10,051,483 ) $ (2,115,948 ) The provision for income taxes consisted of the following: Schedule of provision for income taxes Years ended December 31, 2022 2021 Current: - Local $ – $ – - Foreign (3,821 ) 5,126 Deferred: - Local – – - Foreign – – Income tax (credit) expense $ (3,821 ) $ 5,126 The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. 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 years ended December 31, 2022 and 2021, there were no operating income. BVI Under the current BVI law, MHL and MGL are not subject to tax on income. Singapore MPL 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. For the year ended December 31, 2022, the operation in the Singapore incurred $ 11,209,606 1,905,633 Schedule of income tax expense Years ended December 31, 2022 2021 Loss before income taxes $ 9,677,694 $ 1,589,007 Statutory income tax rate 17% 17% Income tax expense at statutory rate 1,635,502 270,131 Net operating loss not recognized as deferred tax (1,635,502 ) (270,131 ) Income tax expense $ – $ – Hong Kong The Company’s subsidiaries operating in Hong Kong is 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 years ended December 31, 2022 and 2021 is as follows: Years ended December 31, 2022 2021 (Loss) income before income taxes $ (43,079 ) $ 29,679 Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate (7,108 ) 4,897 Tax effect of non-deductibles items 654 18 Tax effect on non-taxable items – 211 Tax over-provision 3,821 – Net operating loss 6,454 – Income tax expense $ 3,821 $ 5,126 The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2022 and 2021: Schedule of deferred tax assets 2022 2021 Deferred tax assets: NOL – US tax regime $ 180,976 $ 116,807 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 6,454 – NOL – Singapore tax regime 1,905,633 270,131 2,093,063 386,938 Less: valuation allowance (2,093,063 ) (386,938 ) Deferred tax assets, net $ – $ – As of December 31, 2022 and 2021, the Company had no unrecognized tax benefits. Interest and penalty charges, if any, related to income taxes would be classified as a component of the provision for income taxes in the consolidated statements of operations. The Company does not expect any significant change in its uncertain tax positions in the next twelve months. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS From time to time, the Company’s directors and companies which are controlled by a director 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 year ended December 31, 2022 and 2021, the Company paid the aggregate amount of $ 0 50,000 During the year ended December 31, 2022 and 2021, the Company paid the aggregate amount of $ 265,541 420,000 During the year ended December 31, 2022 and 2021, the Company paid the aggregate amount of $ 123,000 152,749 On April 1, 2023, 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 year ended December 31, 2022, the Company incurred the related management service fee of $ 1,260,553 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 million 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 year ended December 31, 2022, the Company incurred the related development fee of $8,000,000 and paid $8,000,000. 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 years presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | 13. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the year ended December 31, 2022, there was no single customer who accounted for 10% or more of the Company’s revenues. For the year ended December 31, 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 Year ended December 31, 2021 December 31, 2021 Customer Revenues Percentage Accounts Customer A $ 100,950 34 $ – Customer B 100,187 34 – $ 201,137 68 $ – (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 there is a possibility that 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 December 31, 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) Risk from COVID-19 pandemic The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in Hong Kong in a limited period during 2022. Due to the nature of the Company’s business, the impact of the closure on the operational capabilities was not significant. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and mutation of the virus and the actions to contain its impact, that are beyond the Company’s control. There is no guarantee that the Company’s revenues will grow or remain at a similar level in the foreseeable period. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES As of December 31,2022, the Company is committed to the below contractual agreement. Lease As of December 31, 2022, the Company had an office service agreement for its corporate office. The lease contains the renewal option and will expire on 24 September 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) in the Company’s common stock in accordance with the terms and conditions stated within the Equity Purchase Agreement dated April 1, 2022, and no later than February 24, 2025, by and between the Company and the Investor (the “Equity Purchase Agreement”). During the term, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% of the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other reputable source). In connection with the Equity Purchase Agreement, both parties also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the common stock issuable under the Equity Purchase Agreement, among other securities. As of December 31, 2022, the remaining balance for Equity Purchase from the Investor was $19,823,750. · 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 shares of our common stock, at a valuation of $0.0043 per share, or total consideration price of $10,000,000. 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, therefore the share issuance transaction has not yet consummated. Apart from these commitments, the Company has no other material commitments or contingencies, as of December 31, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of estimates and assumptions | Use of estimates and assumptions In preparing these 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 years 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 impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance. |
Basis of consolidation | Basis of consolidation The consolidated financial statements include the accounts of BONZ and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Segment reporting | Segment reporting Accounting Standards Codification (“ASC”) 280, “ Segment Reporting |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
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 Financial Accounting Standards Board (“FASB”) ASC 350, “ General Intangibles Other Than Goodwill The Company’s cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment. |
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 December 31, 2022 and 2021, the Company did no |
Intangible assets | Intangible assets 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 years ended December 31, 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 360, “ Impairment or Disposal of Long-Lived Assets” |
Revenue recognition | Revenue recognition The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, 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 are also recorded as cost of revenues. Amortization on licensed media content is also recorded as a component of cost of revenues. During the years ended December 31, 2022 and 2021, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions Years ended December 31, 2022 2021 Revenue earned and received by digital assets $ 11,457,863 $ 95,955 Cost of revenue paid by digital assets $ (558 ) $ (1,815 ) Expense paid by digital assets $ (8,596,598 ) $ – 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 for the years ended December 31, 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 consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. 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 is a functional currency as 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$, in accordance with ASC 830-30, “ Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: Schedule of translation rates December 31, 2022 December 31, 2021 Year-end HKD:US$ exchange rate 0.1282 0.1283 Average HKD:US$ exchange rate 0.1277 0.1287 Year-end SGD:US$ exchange rate 0.7459 0.7411 Average SGD:US$ exchange rate 0.7253 0.7443 |
Comprehensive income (loss) | Comprehensive income (loss) ASC 220, “ Comprehensive Income |
Retirement plan costs | Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided. |
Related parties | Related parties The Company follows ASC 850-10, “Related Party Disclosures” Pursuant to ASC 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 ASC 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 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 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 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 ASC 825-10-50-10 for disclosures about fair value of its financial instruments and has adopted ASC 820-10-35-37 to measure the fair value of its financial instruments. ASC 820-10-35-37 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, ASC 820-10-35-37 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 ASC 820-10-35-37 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 expense and other current assets, accrued liabilities and other payables, 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. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 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$1 100 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$1 100 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 research & development, IT and consulting services and treasury management 10,000 ordinary shares for HK$10,000 100 (1) Marvel Multi-dimensions Limited was acquired by Marvion Holdings Limited on January 31, 2022 at the consideration of HKD2 from a related party. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of non-cash transactions | Schedule of non-cash transactions Years ended December 31, 2022 2021 Revenue earned and received by digital assets $ 11,457,863 $ 95,955 Cost of revenue paid by digital assets $ (558 ) $ (1,815 ) Expense paid by digital assets $ (8,596,598 ) $ – Digital assets purchased / exchanged $ 2 $ – |
Schedule of translation rates | Schedule of translation rates December 31, 2022 December 31, 2021 Year-end HKD:US$ exchange rate 0.1282 0.1283 Average HKD:US$ exchange rate 0.1277 0.1287 Year-end SGD:US$ exchange rate 0.7459 0.7411 Average SGD:US$ exchange rate 0.7253 0.7443 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue from contracts with customers | Schedule of revenue from contracts with customers Years ended December 31, 2022 2021 Media and entertainment income: Sale of licensed IP right and media products $ 11,327,529 $ 95,955 Transaction fee income 130,334 – Consulting service income 24,743 201,137 Total revenues $ 11,482,606 $ 297,092 |
Schedule of revenue from customer by geographic segment | Schedule of revenue from customer by geographic segment Years ended December 31, 2022 2021 Hong Kong $ 24,743 $ 201,137 Rest of the World 11,457,863 95,955 Total revenues $ 11,482,606 $ 297,092 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Estimated useful life 2022 2021 At cost: Licensed media content 3 $ 146,958 $ 146,010 Trademarks and trade name 10 9,544 7,646 156,502 153,656 Less: accumulated amortization (62,297 ) (12,279 ) $ 94,205 $ 141,377 |
Schedule of amortization expense for intangible assets | Schedule of amortization expense for intangible assets Year ending December 31: Amount 2023 $ 49,940 2024 37,694 2025 954 2026 954 2027 954 Thereafter 3,709 Total $ 94,205 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets 2022 2021 Prepayment for technical knowhow license and service $ 2,940,440 $ – Other prepayments 113,689 16,746 Other receivables 3,213 – $ 3,057,342 $ 16,746 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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 Years ended December 31, 2022 2021 Net loss attributable to common shareholders $ (10,047,662 ) $ (2,121,074 ) Weighted average common shares outstanding – Basic and diluted 1,880,010,643 1,349,528,828 Net loss per share – Basic and diluted # $ (0.01 ) $ (0.00 ) # |
Schedule of weighted average common shares outstanding | Schedule of weighted average common shares outstanding Years ended December 31, 2022 2021 Weighted average common shares outstanding – Basic and Diluted $ 1,880,010,643 $ 1,349,528,828 Common stock committed but yet to be issued (1) 140,794,298,026 138,468,716,631 Weighted average common shares outstanding under if-converted method for Basic and Diluted $ 142,674,308,669 $ 139,818,245,459 (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 year ended December 31, 2022 and 2021, because including them would have been anti-dilutive. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income tax | Schedule of income (loss) before income tax Years ended December 31, 2022 2021 Tax jurisdiction from: - Local $ (305,569 ) $ (556,224 ) - Foreign, including British Virgin Islands (25,141 ) (396 ) Singapore (9,677,694 ) (1,589,007 ) Hong Kong (43,079 ) 29,679 Loss before income taxes $ (10,051,483 ) $ (2,115,948 ) |
Schedule of provision for income taxes | Schedule of provision for income taxes Years ended December 31, 2022 2021 Current: - Local $ – $ – - Foreign (3,821 ) 5,126 Deferred: - Local – – - Foreign – – Income tax (credit) expense $ (3,821 ) $ 5,126 |
Schedule of income tax expense | Schedule of income tax expense Years ended December 31, 2022 2021 Loss before income taxes $ 9,677,694 $ 1,589,007 Statutory income tax rate 17% 17% Income tax expense at statutory rate 1,635,502 270,131 Net operating loss not recognized as deferred tax (1,635,502 ) (270,131 ) Income tax expense $ – $ – Hong Kong The Company’s subsidiaries operating in Hong Kong is 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 years ended December 31, 2022 and 2021 is as follows: Years ended December 31, 2022 2021 (Loss) income before income taxes $ (43,079 ) $ 29,679 Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate (7,108 ) 4,897 Tax effect of non-deductibles items 654 18 Tax effect on non-taxable items – 211 Tax over-provision 3,821 – Net operating loss 6,454 – Income tax expense $ 3,821 $ 5,126 |
Schedule of deferred tax assets | Schedule of deferred tax assets 2022 2021 Deferred tax assets: NOL – US tax regime $ 180,976 $ 116,807 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 6,454 – NOL – Singapore tax regime 1,905,633 270,131 2,093,063 386,938 Less: valuation allowance (2,093,063 ) (386,938 ) Deferred tax assets, net $ – $ – |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedules of concentrations | Schedules of concentrations Year ended December 31, 2021 December 31, 2021 Customer Revenues Percentage Accounts Customer A $ 100,950 34 $ – Customer B 100,187 34 – $ 201,137 68 $ – |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Marvion Holdings Limited [Member] | |
Ownership percentage | 100% |
Marvion Private Limited [Member] | |
Ownership percentage | 100% |
Marvion Group Limited [Member] | |
Ownership percentage | 100% |
Marvion Hong Kong Limited [Member] | |
Ownership percentage | 100% |
Typerwise Limited [Member] | |
Ownership percentage | 100% |
Marvel Multi Dimensions Limited [Member] | |
Ownership percentage | 100% |
Marvion Holdings Limited [Member] | |
Name of subsidiary | Marvion Holdings Limited |
Place of incorporation | British Virgin Islands |
Principal activity | Investment holding |
Share capital | 50,000 ordinary shares at par value of US$1 |
Marvion Private Limited [Member] | |
Name of subsidiary | Marvion Private Limited |
Place of incorporation | Singapore |
Principal activity | Corporate management and IT development in Singapore |
Share capital | 1,000 ordinary shares for S$1,000 |
Marvion Group Limited [Member] | |
Name of subsidiary | Marvion Group Limited |
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 |
Marvion Hong Kong Limited [Member] | |
Name of subsidiary | Marvion (Hong Kong) Limited |
Place of incorporation | Hong Kong |
Principal activity | Corporate management in Hong Kong |
Share capital | 1,000 ordinary shares for HK$1,000 |
Typerwise Limited [Member] | |
Name of subsidiary | Typerwise Limited |
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 |
Marvel Multi Dimensions Limited [Member] | |
Name of subsidiary | Marvel Multi-dimensions Limited |
Place of incorporation | Hong Kong |
Principal activity | Provision of research & development, IT and consulting services and treasury management |
Share capital | 10,000 ordinary shares for HK$10,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Non-cash transactions) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Revenues | $ 11,482,606 | $ 297,092 |
Cost of Revenue | (8,694,945) | (87,823) |
Digital Assets [Member] | ||
Product Information [Line Items] | ||
Revenues | 11,457,863 | 95,955 |
Cost of Revenue | (558) | (1,815) |
Expense | (8,596,598) | 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 - Translation rates) | Dec. 31, 2022 | Dec. 31, 2021 |
Period End [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1282 | 0.1283 |
Period End [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.7459 | 0.7411 |
Period Average [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1277 | 0.1287 |
Period Average [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.7253 | 0.7443 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Inventory Valuation Reserves | $ 0 | $ 0 |
Impairment of intangible assets | 0 | 0 |
Development costs | 8,000,000 | 0 |
Capitalize development costs | $ 0 | $ 0 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 10,047,662 | |
Retained Earnings (Accumulated Deficit) | $ 26,205,029 | $ 16,157,367 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details - Revenues by source) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net | $ 11,482,606 | $ 297,092 |
License [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 11,327,529 | 95,955 |
Transaction Fee Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 130,334 | 0 |
Consulting Service Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | $ 24,743 | $ 201,137 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details - Revenue by geographic segment) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 11,482,606 | $ 297,092 |
HONG KONG | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 24,743 | 201,137 |
Around The World [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 11,457,863 | $ 95,955 |
INTANGIBLE ASSETS (Details - Sc
INTANGIBLE ASSETS (Details - Schedule of intangible assets) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 156,502 | $ 153,656 |
Less: accumulated amortization | (62,297) | (12,279) |
Intangible assets, net | $ 94,205 | 141,377 |
Licensed Media Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | |
Intangible assets, gross | $ 146,958 | 146,010 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Intangible assets, gross | $ 9,544 | $ 7,646 |
INTANGIBLE ASSETS (Details - Fu
INTANGIBLE ASSETS (Details - Future amortization of intangible assets) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 49,940 | |
2024 | 37,694 | |
2025 | 954 | |
2026 | 954 | |
2027 | 954 | |
Thereafter | 3,709 | |
Total | $ 94,205 | $ 141,377 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 48,578 | $ 12,332 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets | $ 3,057,342 | $ 16,746 |
Prepayment For Technical Knowhow License And Service [Member] | ||
Prepaid expenses and other current assets | 2,940,440 | 0 |
Other Prepayments [Member] | ||
Prepaid expenses and other current assets | 113,689 | 16,746 |
Other Receivables [Member] | ||
Prepaid expenses and other current assets | $ 3,213 | $ 0 |
ACCRUED CONSULTING AND SERVIC_2
ACCRUED CONSULTING AND SERVICE FEE (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accrued Consulting And Service Fee | |
Professional and Contract Services Expense | $ 3,100,119 |
AMOUNTS DUE FROM (TO) RELATED_2
AMOUNTS DUE FROM (TO) RELATED PARTIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Amounts Due From To Related Parties | ||
Due to Related Parties | $ 1,565,483 | $ 283,636 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 12 Months Ended | |||
Nov. 02, 2022 | Apr. 14, 2022 | Dec. 31, 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 | 1,942,681,876 | 1,867,681,876 | ||
Common stock, shares outstanding | 1,942,681,876 | 1,867,681,876 | ||
Common stock committed to be issued | 140,794,298,026 | 138,468,716,631 | ||
Williamsburg Venture Holdings [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 75,000,000 | |||
Stock to be issued for acquisition | 67,000,000 | |||
Marvion Holdings Limited [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 1,217,764,822 | |||
Stock to be issued for acquisition | 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 | 366,346 | 366,346 | ||
Preferred stock, shares outstanding | 366,346 | 366,346 | ||
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 - E
NET LOSS PER SHARE (Details - Earnings per share) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss per share: | ||
Net loss attributable to common shareholders | $ (10,047,662) | $ (2,121,074) |
Weighted Average Number of Shares Outstanding, Basic | 1,880,010,643 | 1,349,528,828 |
Weighted Average Number of Shares Outstanding, Diluted | 1,880,010,643 | 1,349,528,828 |
Earnings Per Share, Basic | $ (0.01) | $ 0 |
Earnings Per Share, Diluted | $ (0.01) | $ 0 |
NET LOSS PER SHARE (Details - W
NET LOSS PER SHARE (Details - Weighted average shares) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Net loss per share: | |||
Weighted Average Number of Shares Outstanding, Basic | 1,880,010,643 | 1,349,528,828 | |
Weighted Average Number of Shares Outstanding, Diluted | 1,880,010,643 | 1,349,528,828 | |
Common stock committed but yet to be issued | [1] | 140,794,298,026 | 138,468,716,631 |
Weighted average common shares outstanding under if-converted method for Basic and Diluted | 142,674,308,669 | 139,818,245,459 | |
[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 year ended December 31, 2022 and 2021, because including them would have been anti-dilutive. |
INCOME TAX (Details - Reconcila
INCOME TAX (Details - Reconcilation of taxes) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | $ (10,051,483) | $ (2,115,948) |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | (305,569) | (556,224) |
Foreign Tax Authority [Member] | VIRGIN ISLANDS, BRITISH | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | (25,141) | (396) |
Foreign Tax Authority [Member] | SINGAPORE | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | (9,677,694) | (1,589,007) |
Foreign Tax Authority [Member] | HONG KONG | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | $ (43,079) | $ 29,679 |
INCOME TAX (Details - Current a
INCOME TAX (Details - Current and deferred income tax expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
- Local | $ 0 | $ 0 |
- Foreign | (3,821) | 5,126 |
Deferred: | ||
- Local | 0 | 0 |
- Foreign | 0 | 0 |
Income tax (credit) expense | $ (3,821) | $ 5,126 |
INCOME TAX (Details - Income ta
INCOME TAX (Details - Income tax expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax expense | $ (3,821) | $ 5,126 |
SINGAPORE | ||
(Loss) income before income taxes | $ 9,677,694 | $ 1,589,007 |
Statutory income tax rate | 17% | 17% |
Income tax expense at statutory rate | $ 1,635,502 | $ 270,131 |
Net operating loss not recognized as deferred tax | (1,635,502) | (270,131) |
Income tax expense | 0 | 0 |
HONG KONG | ||
(Loss) income before income taxes | $ (43,079) | $ 29,679 |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (7,108) | $ 4,897 |
Tax effect of non-deductibles items | 654 | 18 |
Tax effect on non-taxable items | 0 | 211 |
Tax over-provision | 3,821 | 0 |
Net operating loss | 6,454 | 0 |
Income tax expense | $ 3,821 | $ 5,126 |
INCOME TAX (Details - Deferred
INCOME TAX (Details - Deferred tax assets) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 2,093,063 | $ 386,938 |
Less: valuation allowance | (2,093,063) | (386,938) |
Deferred tax assets, net | 0 | 0 |
U S Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | 180,976 | 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 | 6,454 | 0 |
Singapore Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 1,905,633 | $ 270,131 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - SINGAPORE | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards | $ 11,209,606 |
Deferred Tax Assets, Operating Loss Carryforwards | $ 1,905,633 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Management service fee | $ 1,260,553 | |
Payment for service provider | 50,000,000 | |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee | 0 | $ 50,000 |
Consultancy fees | 265,541 | 420,000 |
Compensation paid to directors | $ 123,000 | $ 152,749 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Revenues | $ 11,482,606 | $ 297,092 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Axiom Global H K Limited [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 100,950 | |
Concentration Risk, Percentage | 34% | |
Accounts Receivable, after Allowance for Credit Loss | $ 0 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Video Commerce Group Limited [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 100,187 | |
Concentration Risk, Percentage | 34% | |
Accounts Receivable, after Allowance for Credit Loss | $ 0 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Major Customers Total [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 201,137 | |
Concentration Risk, Percentage | 68% | |
Accounts Receivable, after Allowance for Credit Loss | $ 0 |