Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,553,837,889 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 64,925 | $ 99,274 |
Digital assets, net | 10,027 | 10,203 |
Inventories, net | 0 | 1,387,500 |
Prepaid expenses and other current assets | 4,707,875 | 3,057,342 |
Total current assets | 4,782,827 | 4,554,319 |
Non-current assets: | ||
Deferred financing cost | 176,250 | 176,250 |
Intangible assets, net | 82,255 | 94,205 |
Total non-current assets | 258,505 | 270,455 |
TOTAL ASSETS | 5,041,332 | 4,824,774 |
Current liabilities: | ||
Accrued liabilities and other payables | 138,890 | 105,381 |
Accrued consulting and service fee | 5,793,839 | 5,172,537 |
Amounts due to related parties | 1,560,643 | 1,544,729 |
Convertible note payable | 60,000 | |
Income tax payable | 1,263 | 1,272 |
Total current liabilities | 7,554,635 | 6,823,919 |
TOTAL LIABILITIES | 7,554,635 | 6,823,919 |
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 March 31, 2023 and December 31, 2022, respectively | 194,268 | 194,268 |
Common stock, $0.0001 par value, 140,794,298,026 and 138,468,716,631 shares to be issued as of March 31, 2023 and December 31, 2022, respectively | 14,079,430 | 14,079,430 |
Additional paid-in capital | 9,936,191 | 9,936,191 |
Accumulated other comprehensive loss | (2,206) | (5,043) |
Accumulated deficit | (26,722,024) | (26,205,029) |
Total shareholders’ deficit | (2,513,303) | (1,999,145) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 5,041,332 | 4,824,774 |
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 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock undesignated | 18,999,999 | 18,999,999 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,970,000,000 | 1,970,000,000 |
Common stock, shares issued | 1,942,681,876 | 1,867,681,876 |
Common stock, shares outstanding | 1,942,681,876 | 1,867,681,876 |
[custom:CommonStockToBeIssuedShares-0] | 140,794,298,026 | 138,468,716,631 |
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 authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue, net | $ 1,699,698 | $ 107,770 | |
Cost of revenue | (1,402,117) | (37,780) | |
Gross profit | 297,581 | 69,990 | |
Operating expenses: | |||
Technology and development | (134,129) | (505,930) | |
Sales and marketing | (190,649) | (66,866) | |
Corporate development | (45,000) | (60,000) | |
Impairment loss of digital assets | 0 | (1,246) | |
General and administrative | (445,061) | (444,004) | |
Total operating expenses | (814,839) | (1,078,046) | |
LOSS FROM OPERATION | (517,258) | (1,008,056) | |
Other income (expense): | |||
Loss on sale, use or exchange of digital assets | 0 | (21,911) | |
Sundry income | 263 | 0 | |
Total other income (expense), net | 263 | (21,911) | |
LOSS BEFORE INCOME TAXES | (516,995) | (1,029,967) | |
Income tax expense | 0 | 0 | |
NET LOSS | (516,995) | (1,029,967) | |
Other comprehensive income: | |||
Foreign currency adjustment gain | 2,837 | 559 | |
COMPREHENSIVE LOSS | $ (514,158) | $ (1,029,408) | |
Net loss per share: | |||
– Basic | [1] | $ 0 | $ 0 |
– Diluted | [1] | $ 0 | $ 0 |
Weighted average common shares outstanding: | |||
– Basic | 1,942,681,876 | 1,867,681,876 | |
– Diluted | 142,736,979,902 | 140,336,398,507 | |
[1] less than $0.01 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | 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, 2021 | $ 1,038 | $ 186,768 | $ 13,846,871 | $ 7 | $ (16,157,367) | $ (2,122,683) | |
Beginning balance, shares at Dec. 31, 2021 | 10,366,346 | 1,867,681,876 | 138,468,716,631 | ||||
Foreign currency translation adjustment | 559 | 559 | |||||
Net loss | (1,029,967) | (1,029,967) | |||||
Ending balance, value at Mar. 31, 2022 | $ 1,038 | $ 186,768 | $ 13,846,871 | 566 | (17,187,334) | (3,152,091) | |
Ending balance, shares at Mar. 31, 2022 | 10,366,346 | 1,867,681,876 | 138,468,716,631 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 1,038 | $ 194,268 | $ 14,079,430 | 9,936,191 | (5,043) | (26,205,029) | (1,999,145) |
Beginning balance, shares at Dec. 31, 2022 | 10,366,346 | 1,942,681,876 | 140,794,298,026 | ||||
Foreign currency translation adjustment | 2,837 | 2,837 | |||||
Net loss | (516,995) | (516,995) | |||||
Ending balance, value at Mar. 31, 2023 | $ 1,038 | $ 194,268 | $ 14,079,430 | $ 9,936,191 | $ (2,206) | $ (26,722,024) | $ (2,513,303) |
Ending balance, shares at Mar. 31, 2023 | 10,366,346 | 1,942,681,876 | 140,794,298,026 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (516,995) | $ (1,029,967) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of intangible assets | 12,556 | 12,380 |
Revenue received by digital assets | (1,647,500) | (82,945) |
Expense settled by digital assets | 1,647,672 | |
Impairment loss of digital assets | 0 | 1,246 |
Loss on sale, use or exchange of digital assets | 0 | 21,911 |
Change in operating assets and liabilities: | ||
Digital assets | 0 | 72,511 |
Inventories | 1,387,500 | 0 |
Prepaid expenses and other current assets | (1,649,704) | (4,252) |
Accrued liabilities and other payables | 33,001 | 55,441 |
Accrued consulting and service fee | 621,060 | 850,000 |
Net cash used in operating activities | (112,410) | (103,675) |
Cash flows from investing activities | ||
Purchase of intangible assets | 0 | (1,890) |
Net cash used in investing activities | 0 | (1,890) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible note payable | 60,000 | 0 |
Advances from related parties | 17,307 | 138,785 |
Net cash provided by financing activities | 77,307 | 138,785 |
Foreign currency translation adjustment | 754 | 49 |
Net change in cash and cash equivalents | (34,349) | 33,269 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 99,274 | 28,124 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 64,925 | 61,393 |
SUPPLEMENTAL DISCLOSURE: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 (“MHL”) British Virgin Islands Investment holding 50,000 ordinary shares at par value of US$1 100 Marvion Private Limited (“MPL”) Singapore Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 Marvion Group Limited (“MGL”) 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 (“MHKL”) Hong Kong Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100 Typerwise Limited (“TL”) Hong Kong Provision of financing, business development solutions & related professional services 10,000 ordinary shares for HK$10,000 100 Marvel Multi-dimensions Limited(“MMDL”) Hong Kong Provision of research & development, IT and consulting services and treasury management 10,000 ordinary shares for HK$10,000 100 The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 17, 2023. Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance. Basis of consolidation The condensed 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. Development costs The Company is a party to 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 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. The Company did 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 periods ended March 31, 2023 and 2022, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions Three Months Ended March 31, 2023 2022 Revenue earned and received by digital assets $ 1,647,500 $ 82,945 Cost of revenue paid by digital assets $ – $ (11 ) Expense paid by digital assets $ (1,647,672 ) $ (72,500 ) 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 three months ended March 31, 2023 and 2022. Net loss per share The Company calculates net loss per share in accordance with ASC 260, “ Earnings per Share Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore, and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”) respectively, which 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 periods ended March 31, 2023 and 2022: Schedule of translation rates March 31, 2023 March 31, 2022 Period-end HKD:US$ exchange rate 0.1274 0.1277 Average HKD:US$ exchange rate 0.1276 0.1281 Period-end SGD:US$ exchange rate 0.7519 0.7387 Average SGD:US$ exchange rate 0.7504 0.7396 Comprehensive income (loss) ASC 220, “ Comprehensive Income 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 | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTIES | 3. GOING CONCERN UNCERTAINTIES The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated a recurring loss of $ 516,995 26,722,024 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 condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended |
Mar. 31, 2023 | |
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 Three Months Ended March 31, 2023 2022 Media and entertainment income: Sale of licensed IP right and media products $ 1,647,500 $ 82,945 Transaction fee income 52,198 – Consulting service income – 24,825 Total revenues $ 1,699,698 $ 107,770 The table below presents our revenues by geographic areas in which our customers were located. Schedule of revenue from customer by geographic segment Three Months Ended March 31, 2023 2022 Hong Kong $ – $ 24,825 Rest of the World 1,699,698 82,945 Total revenues $ 1,699,698 $ 107,770 |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | 5. BUSINESS SEGMENT INFORMATION Currently, the Company has two reportable business segments: (i) Media & Entertainment Segment, which mainly operates an online platform to sell and distribute the licensed IP right and media products to end-users; and (ii) Business Consulting Segment, which mainly provides financing, business development solutions and related professional services to the customers. In the following tables, revenue is disaggregated by primary major product line, and timing of revenue recognition. The tables also include a reconciliation of the disaggregated revenue with the reportable segments. Schedule of disaggregated revenue from segments Media & Entertainment Segment Business Total For the three months ended March 31, 2023 Revenue from external customers: Media and entertainment income $ 1,699,698 $ – $ 1,699,698 Consulting service income – – – Total revenues 1,699,698 – 1,699,698 Cost of revenues: Sale of licensed media products (1,389,798 ) – (1,389,798 ) Amortization on licensed media content (12,319 ) – (12,319 ) Consulting service income – – – Total cost of revenues (1,402,117 ) – (1,402,117 ) Gross profit 297,581 – 297,581 Operating expenses: Technology and development expenses (134,129 ) – (134,129 ) Sales and marketing expenses (190,649 ) – (190,649 ) Corporate development expenses (45,000 ) – (45,000 ) General and administrative expenses (444,927 ) (134 ) (445,061 ) Total operating expenses (814,705 ) (134 ) (814,839 ) Segment loss $ (517,124 ) $ (134 ) $ (517,258 ) For the three months ended March 31, 2022 Revenue from external customers: Media and entertainment income $ 82,945 $ – $ 82,945 Consulting service income – 24,825 24,825 Total revenues 82,945 24,825 107,770 Cost of revenues: Sale of licensed media products (12 ) – (12 ) Amortization on licensed media content (12,142 ) – (12,142 ) Consulting service income – (25,626 ) (25,626 ) Total cost of revenues (12,154 ) (25,626 ) (37,780 ) Gross profit 70,791 (801 ) 69,990 Operating expenses: Technology and development expenses (505,930 ) – (505,930 ) Sales and marketing expenses (58,263 ) (8,603 ) (66,866 ) Corporate development expenses (60,000 ) – ) (60,000 ) General and administrative expenses (444,000 ) (4 ) (444,004 ) Impairment loss of digital assets (1,246 ) – ) (1,246 ) Total operating expenses (1,069,439 ) (8,607 ) (1,078,046 ) Segment loss $ (998,648 ) $ (9,408 ) $ (1,008,056 ) |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS As of March 31, 2023 and December 31, 2022, intangible assets consisted of the following: Schedule of intangible assets Estimated Useful Life March 31, 2023 December 31, 2022 At cost: Licensed media content 3 $ 148,140 $ 146,958 Trademarks and trade name 10 9,480 9,544 157,620 156,502 Less: accumulated amortization (75,365 ) (62,297 ) $ 82,255 $ 94,205 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 March 31, 2023, 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 Twelve Months Ending March 31: Amount 2024 $ 50,328 2025 25,638 2026 948 2027 948 2028 948 Thereafter 3,445 Total $ 82,255 Amortization of intangible assets was $ 12,556 12,380 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS Schedule of prepaid expenses and other current assets March 31, 2023 December 31, 2022 Prepayment for technical knowhow license and service $ 4,587,840 $ 2,940,440 Other prepayments 114,386 113,689 Other receivables 5,649 3,213 $ 4,707,875 $ 3,057,342 |
ACCRUED CONSULTING AND SERVICE
ACCRUED CONSULTING AND SERVICE FEE | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Consulting And Service Fee | |
ACCRUED CONSULTING AND SERVICE FEE | 8. ACCRUED CONSULTING AND SERVICE FEE For the three months ended March 31, 2023, 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 $ 621,302 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2023 | |
Amounts Due To Related Parties | |
AMOUNTS DUE TO RELATED PARTIES | 9. AMOUNTS DUE 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 $ 1,560,643 1,544,729 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | 10. SHAREHOLDERS’ DEFICIT Preferred stock As of March 31, 2023 and December 31,2022, 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 March 31, 2023 and December 31, 2022, the Company had 10,000,000 10,000,000 As of March 31, 2023 and December 31, 2022, the Company had 366,346 366,346 As of March 31, 2023 and December 31, 2022, the Company had 1 1 Common stock As of March 31, 2023 and December 31, 2022, the Company’s authorized shares were 1,970,000,000 0.0001 As of March 31, 2023 and December 31, 2022, the Company had 1,942,681,876 Common stock to be issued As of March 31, 2023 and December 31, 2022, the Company had 140,794,298,026 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Net loss per share: | |
NET LOSS PER SHARE | 11. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2023 and 2022: Schedule of basic and diluted net (loss) income per share Three Months Ended March 31, 2023 2022 Net loss attributable to common shareholders $ (516,995 ) $ (1,029,967 ) Weighted average common shares outstanding: – Basic 1,942,681,876 1,867,681,876 – Diluted 142,736,979,902 140,336,398,507 Net loss per share – Basic# $ (0.00 ) $ (0.00 ) – Diluted# $ (0.00 ) $ (0.00 ) # Basic and diluted net loss per share was less than $0.01 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 Three Months Ended March 31, 2023 2022 Weighted average common shares outstanding – Basic and Diluted $ 1,942,681,876 $ 1,867,681,876 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 $ 142,736,979,902 $ 140,336,398,507 (1) The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months ended March 31, 2023 and 2022, because including them would have been anti-dilutive. |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 12. INCOME TAX For the three months ended March 31, 2023 and 2022, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: Schedule of income (loss) before income tax Three Months Ended March 31, 2023 2022 Tax jurisdiction from: - Local $ (124,306 ) $ (161,869 ) - Foreign, including – – British Virgin Islands (13 ) (593 ) Singapore (392,348 ) (853,333 ) Hong Kong (328 ) (14,172 ) Loss before income taxes $ (516,995 ) $ (1,029,967 ) The provision for income taxes consisted of the following: Schedule of provision for income taxes Three Months Ended March 31, 2023 2022 Current: - Local $ – $ – - Foreign – – Deferred: - Local – – - Foreign – – Income tax expense $ – $ – 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 three months ended March 31, 2023 and 2022, 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 three months ended March 31, 2023, the operation in the Singapore generated an operating loss of $ 392,348 11,588,831 1,970,101 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. For the three months ended March 31, 2023, the operation in Hong Kong generated an operating loss of $ 328 The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2023 and December 31, 2022: Schedule of deferred tax assets March 31, 2023 December 31, 2022 Deferred tax assets: NOL – US tax regime $ 207,081 $ 180,976 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 6,517 6,454 NOL – Singapore tax regime 1,970,101 1,905,633 2,183,699 2,093,063 Less: valuation allowance (2,183,699 ) (2,093,063 ) Deferred tax assets, net $ – $ – As of March 31, 2023 and December 31, 2022, 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 | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. 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 three months ended March 31, 2023 and 2022, the Company paid the aggregate amount of $ 75,000 100,626 During the three months ended March 31, 2023 and 2022, the Company paid the aggregate amount of $ 30,000 30,000 On April 1, 2022, the Company entered into a Service Agreement (the “Service agreement”) with a company controlled by its major shareholder, which agreed to provide staffing and back-office services to the Company until the arrangement is terminated by the parties. During the three months ended March 31, 2023 and 2022, the Company incurred the related management service fee of $ 0 and $ 72,500 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 | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | 14. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three months ended March 31, 2023, there was no single customer who accounted for 10% or more of the Company’s revenues. For the three months ended March 31, 2022, the following customers accounted for 10% or more of the Company’s revenues and its outstanding receivable balances are presented as follows: Schedules of concentrations Three Months Ended March 31, 2022 Customer Revenue Percentage Accounts Customer A $ 24,825 23 $ – (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 March 31, 2023, the Company recorded an impairment charge on the crypto assets held when crypto asset prices decrease below their carrying value of these crypto assets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES As of March 31,2023, the Company is committed to the below contractual agreement. Lease As of March 31, 2023, 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 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 0.0043 Apart from these commitments, the Company has no other material commitments or contingencies, as of March 31, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 17, 2023. |
Use of estimates and assumptions | Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance. |
Basis of consolidation | Basis of consolidation The condensed 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. |
Development costs | Development costs The Company is a party to 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 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. The Company did 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 periods ended March 31, 2023 and 2022, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions Three Months Ended March 31, 2023 2022 Revenue earned and received by digital assets $ 1,647,500 $ 82,945 Cost of revenue paid by digital assets $ – $ (11 ) Expense paid by digital assets $ (1,647,672 ) $ (72,500 ) 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 three months ended March 31, 2023 and 2022. |
Net loss per share | Net loss per share The Company calculates net loss per share in accordance with ASC 260, “ Earnings per Share |
Foreign currencies translation | Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore, and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”) respectively, which 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 periods ended March 31, 2023 and 2022: Schedule of translation rates March 31, 2023 March 31, 2022 Period-end HKD:US$ exchange rate 0.1274 0.1277 Average HKD:US$ exchange rate 0.1276 0.1281 Period-end SGD:US$ exchange rate 0.7519 0.7387 Average SGD:US$ exchange rate 0.7504 0.7396 |
Comprehensive income (loss) | Comprehensive income (loss) ASC 220, “ Comprehensive Income |
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) | 3 Months Ended |
Mar. 31, 2023 | |
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 (“MHL”) British Virgin Islands Investment holding 50,000 ordinary shares at par value of US$1 100 Marvion Private Limited (“MPL”) Singapore Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 Marvion Group Limited (“MGL”) 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 (“MHKL”) Hong Kong Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100 Typerwise Limited (“TL”) Hong Kong Provision of financing, business development solutions & related professional services 10,000 ordinary shares for HK$10,000 100 Marvel Multi-dimensions Limited(“MMDL”) Hong Kong Provision of research & development, IT and consulting services and treasury management 10,000 ordinary shares for HK$10,000 100 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of non-cash transactions | Schedule of non-cash transactions Three Months Ended March 31, 2023 2022 Revenue earned and received by digital assets $ 1,647,500 $ 82,945 Cost of revenue paid by digital assets $ – $ (11 ) Expense paid by digital assets $ (1,647,672 ) $ (72,500 ) |
Schedule of translation rates | Schedule of translation rates March 31, 2023 March 31, 2022 Period-end HKD:US$ exchange rate 0.1274 0.1277 Average HKD:US$ exchange rate 0.1276 0.1281 Period-end SGD:US$ exchange rate 0.7519 0.7387 Average SGD:US$ exchange rate 0.7504 0.7396 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue from contracts with customers | Schedule of revenue from contracts with customers Three Months Ended March 31, 2023 2022 Media and entertainment income: Sale of licensed IP right and media products $ 1,647,500 $ 82,945 Transaction fee income 52,198 – Consulting service income – 24,825 Total revenues $ 1,699,698 $ 107,770 |
Schedule of revenue from customer by geographic segment | Schedule of revenue from customer by geographic segment Three Months Ended March 31, 2023 2022 Hong Kong $ – $ 24,825 Rest of the World 1,699,698 82,945 Total revenues $ 1,699,698 $ 107,770 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of disaggregated revenue from segments | Schedule of disaggregated revenue from segments Media & Entertainment Segment Business Total For the three months ended March 31, 2023 Revenue from external customers: Media and entertainment income $ 1,699,698 $ – $ 1,699,698 Consulting service income – – – Total revenues 1,699,698 – 1,699,698 Cost of revenues: Sale of licensed media products (1,389,798 ) – (1,389,798 ) Amortization on licensed media content (12,319 ) – (12,319 ) Consulting service income – – – Total cost of revenues (1,402,117 ) – (1,402,117 ) Gross profit 297,581 – 297,581 Operating expenses: Technology and development expenses (134,129 ) – (134,129 ) Sales and marketing expenses (190,649 ) – (190,649 ) Corporate development expenses (45,000 ) – (45,000 ) General and administrative expenses (444,927 ) (134 ) (445,061 ) Total operating expenses (814,705 ) (134 ) (814,839 ) Segment loss $ (517,124 ) $ (134 ) $ (517,258 ) For the three months ended March 31, 2022 Revenue from external customers: Media and entertainment income $ 82,945 $ – $ 82,945 Consulting service income – 24,825 24,825 Total revenues 82,945 24,825 107,770 Cost of revenues: Sale of licensed media products (12 ) – (12 ) Amortization on licensed media content (12,142 ) – (12,142 ) Consulting service income – (25,626 ) (25,626 ) Total cost of revenues (12,154 ) (25,626 ) (37,780 ) Gross profit 70,791 (801 ) 69,990 Operating expenses: Technology and development expenses (505,930 ) – (505,930 ) Sales and marketing expenses (58,263 ) (8,603 ) (66,866 ) Corporate development expenses (60,000 ) – ) (60,000 ) General and administrative expenses (444,000 ) (4 ) (444,004 ) Impairment loss of digital assets (1,246 ) – ) (1,246 ) Total operating expenses (1,069,439 ) (8,607 ) (1,078,046 ) Segment loss $ (998,648 ) $ (9,408 ) $ (1,008,056 ) |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Estimated Useful Life March 31, 2023 December 31, 2022 At cost: Licensed media content 3 $ 148,140 $ 146,958 Trademarks and trade name 10 9,480 9,544 157,620 156,502 Less: accumulated amortization (75,365 ) (62,297 ) $ 82,255 $ 94,205 |
Schedule of amortization expense for intangible assets | Schedule of amortization expense for intangible assets Twelve Months Ending March 31: Amount 2024 $ 50,328 2025 25,638 2026 948 2027 948 2028 948 Thereafter 3,445 Total $ 82,255 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets March 31, 2023 December 31, 2022 Prepayment for technical knowhow license and service $ 4,587,840 $ 2,940,440 Other prepayments 114,386 113,689 Other receivables 5,649 3,213 $ 4,707,875 $ 3,057,342 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net loss per share: | |
Schedule of basic and diluted net (loss) income per share | Schedule of basic and diluted net (loss) income per share Three Months Ended March 31, 2023 2022 Net loss attributable to common shareholders $ (516,995 ) $ (1,029,967 ) Weighted average common shares outstanding: – Basic 1,942,681,876 1,867,681,876 – Diluted 142,736,979,902 140,336,398,507 Net loss per share – Basic# $ (0.00 ) $ (0.00 ) – Diluted# $ (0.00 ) $ (0.00 ) # Basic and diluted net loss per share was less than $0.01 |
Schedule of weighted average common shares outstanding | Schedule of weighted average common shares outstanding Three Months Ended March 31, 2023 2022 Weighted average common shares outstanding – Basic and Diluted $ 1,942,681,876 $ 1,867,681,876 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 $ 142,736,979,902 $ 140,336,398,507 (1) The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months ended March 31, 2023 and 2022, because including them would have been anti-dilutive. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income tax | Schedule of income (loss) before income tax Three Months Ended March 31, 2023 2022 Tax jurisdiction from: - Local $ (124,306 ) $ (161,869 ) - Foreign, including – – British Virgin Islands (13 ) (593 ) Singapore (392,348 ) (853,333 ) Hong Kong (328 ) (14,172 ) Loss before income taxes $ (516,995 ) $ (1,029,967 ) |
Schedule of provision for income taxes | Schedule of provision for income taxes Three Months Ended March 31, 2023 2022 Current: - Local $ – $ – - Foreign – – Deferred: - Local – – - Foreign – – Income tax expense $ – $ – |
Schedule of deferred tax assets | Schedule of deferred tax assets March 31, 2023 December 31, 2022 Deferred tax assets: NOL – US tax regime $ 207,081 $ 180,976 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 6,517 6,454 NOL – Singapore tax regime 1,970,101 1,905,633 2,183,699 2,093,063 Less: valuation allowance (2,183,699 ) (2,093,063 ) Deferred tax assets, net $ – $ – |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedules of concentrations | Schedules of concentrations Three Months Ended March 31, 2022 Customer Revenue Percentage Accounts Customer A $ 24,825 23 $ – |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Marvion Holdings Limited [Member] | |
Place of incorporation | British Virgin Islands |
Principal activity | Investment holding |
Share capital | 50,000 ordinary shares at par value of US$1 |
Ownership percentage | 100% |
Marvion Private Limited [Member] | |
Place of incorporation | Singapore |
Principal activity | Corporate management and IT development in Singapore |
Share capital | 1,000 ordinary shares for S$1,000 |
Ownership percentage | 100% |
Marvion Group Limited [Member] | |
Place of incorporation | British Virgin Islands |
Principal activity | Procurement of media and entertainment in Singapore |
Share capital | 50,000 ordinary shares at par value of US$1 |
Ownership percentage | 100% |
Marvion Hong Kong Limited [Member] | |
Place of incorporation | Hong Kong |
Principal activity | Corporate management in Hong Kong |
Share capital | 1,000 ordinary shares for HK$1,000 |
Ownership percentage | 100% |
TyperWise Limited [Member] | |
Place of incorporation | Hong Kong |
Principal activity | Provision of financing, business development solutions & related professional services |
Share capital | 10,000 ordinary shares for HK$10,000 |
Ownership percentage | 100% |
Marvel Multi Dimensions Limited [Member] | |
Place of incorporation | Hong Kong |
Principal activity | Provision of research & development, IT and consulting services and treasury management |
Share capital | 10,000 ordinary shares for HK$10,000 |
Ownership percentage | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Product Information [Line Items] | ||
Revenues | $ 1,699,698 | $ 107,770 |
Cost of Revenue | (1,402,117) | (37,780) |
Digital Assets [Member] | ||
Product Information [Line Items] | ||
Revenues | 1,647,500 | 82,945 |
Cost of Revenue | 0 | (11) |
Expense | $ (1,647,672) | $ (72,500) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Mar. 31, 2023 | Mar. 31, 2022 |
Period End [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1274 | 0.1277 |
Period End [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.7519 | 0.7387 |
Period Average [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1276 | 0.1281 |
Period Average [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.7504 | 0.7396 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Capitalize development costs | $ 0 | $ 0 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 516,995 | |
Retained Earnings (Accumulated Deficit) | $ 26,722,024 | $ 26,205,029 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net | $ 1,699,698 | $ 107,770 |
License [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 1,647,500 | 82,945 |
Transaction Fee Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | 52,198 | 0 |
Consulting Service Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net | $ 0 | $ 24,825 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,699,698 | $ 107,770 |
HONG KONG | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 24,825 |
Around The World [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,699,698 | $ 82,945 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details - Operations) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,699,698 | $ 107,770 |
Cost of Revenue | (1,402,117) | (37,780) |
Gross Profit | 297,581 | 69,990 |
Development Costs, Period Cost | (134,129) | (505,930) |
Selling and Marketing Expense | (190,649) | (66,866) |
Business Development | (45,000) | (60,000) |
General and Administrative Expense | (445,061) | (444,004) |
Operating Costs and Expenses | (814,839) | (1,078,046) |
Operating Income (Loss) | (517,258) | (1,008,056) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 0 | 1,246 |
Sale Of Media Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,699,698 | 82,945 |
Cost of Revenue | (1,389,798) | (12) |
Consulting Service Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 24,825 |
Cost of Revenue | 0 | (25,626) |
Amortization On Licensed Media Content [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of Revenue | (12,142) | |
Media And Entertainment Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,699,698 | 82,945 |
Cost of Revenue | (1,402,117) | (12,154) |
Gross Profit | 297,581 | 70,791 |
Development Costs, Period Cost | (134,129) | (505,930) |
Selling and Marketing Expense | (190,649) | (58,263) |
Business Development | (45,000) | (60,000) |
General and Administrative Expense | (444,927) | (444,000) |
Operating Costs and Expenses | (814,705) | (1,069,439) |
Operating Income (Loss) | (517,124) | (998,648) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | (1,246) | |
Media And Entertainment Segment [Member] | Sale Of Media Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,699,698 | 82,945 |
Cost of Revenue | (1,389,798) | (12) |
Media And Entertainment Segment [Member] | Consulting Service Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Cost of Revenue | 0 | 0 |
Media And Entertainment Segment [Member] | Amortization On Licensed Media Content [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of Revenue | (12,319) | (12,142) |
Business Consulting Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 24,825 |
Cost of Revenue | 0 | (25,626) |
Gross Profit | 0 | (801) |
Development Costs, Period Cost | 0 | 0 |
Selling and Marketing Expense | 0 | (8,603) |
Business Development | 0 | 0 |
General and Administrative Expense | (134) | (4) |
Operating Costs and Expenses | (134) | (8,607) |
Operating Income (Loss) | (134) | (9,408) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 0 | |
Business Consulting Segment [Member] | Sale Of Media Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Cost of Revenue | 0 | 0 |
Business Consulting Segment [Member] | Consulting Service Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 24,825 |
Cost of Revenue | 0 | (25,626) |
Business Consulting Segment [Member] | Amortization On Licensed Media Content [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of Revenue | 0 | |
Total [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,699,698 | 107,770 |
Cost of Revenue | (1,402,117) | (37,780) |
Gross Profit | 297,581 | 69,990 |
Development Costs, Period Cost | (134,129) | (505,930) |
Selling and Marketing Expense | (190,649) | (66,866) |
Business Development | (45,000) | (60,000) |
General and Administrative Expense | (445,061) | (444,004) |
Operating Costs and Expenses | (814,839) | (1,078,046) |
Operating Income (Loss) | (517,258) | (1,008,056) |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | (1,246) | |
Amortization On Licensed Media Content [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of Revenue | $ (12,319) | |
Sale Of Media Products [Member] | Amortization On Licensed Media Content [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of Revenue | $ 0 |
INTANGIBLE ASSETS (Details - Sc
INTANGIBLE ASSETS (Details - Schedule of intangible assets) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 157,620 | $ 156,502 |
Less: accumulated amortization | (75,365) | (62,297) |
Intangible assets, net | $ 82,255 | 94,205 |
Licensed Media Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | |
Intangible assets, gross | $ 148,140 | 146,958 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Intangible assets, gross | $ 9,480 | $ 9,544 |
INTANGIBLE ASSETS (Details - Fu
INTANGIBLE ASSETS (Details - Future amortization of intangible assets) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 50,328 | |
2025 | 25,638 | |
2026 | 948 | |
2027 | 948 | |
2028 | 948 | |
Thereafter | 3,445 | |
Total | $ 82,255 | $ 94,205 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 12,556 | $ 12,380 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid expenses and other current assets | $ 4,707,875 | $ 3,057,342 |
Prepayment For Technical Knowhow License And Service [Member] | ||
Prepaid expenses and other current assets | 4,587,840 | 2,940,440 |
Other Prepayments [Member] | ||
Prepaid expenses and other current assets | 114,386 | 113,689 |
Other Receivables [Member] | ||
Prepaid expenses and other current assets | $ 5,649 | $ 3,213 |
ACCRUED CONSULTING AND SERVIC_2
ACCRUED CONSULTING AND SERVICE FEE (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accrued Consulting And Service Fee | |
Professional and Contract Services Expense | $ 621,302 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Amounts Due To Related Parties | ||
Due to Related Parties | $ 1,560,643 | $ 1,544,729 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 140,794,298,026 |
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 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Net loss per share: | |||
Net loss attributable to common shareholders | $ (516,995) | $ (1,029,967) | |
Weighted average common shares outstanding: | |||
– Basic | 1,942,681,876 | 1,867,681,876 | |
– Diluted | 142,736,979,902 | 140,336,398,507 | |
Net loss per share | |||
– Basic# | [1] | $ 0 | $ 0 |
– Diluted# | [1] | $ 0 | $ 0 |
[1] less than $0.01 |
NET (LOSS) INCOME PER SHARE (De
NET (LOSS) INCOME PER SHARE (Details 1) - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Net loss per share: | |||
Weighted average common shares outstanding – Basic and Diluted | 1,942,681,876 | 1,867,681,876 | |
Common stock committed but yet to be issued | [1] | 140,794,298,026 | 138,468,716,631 |
Weighted average common shares outstanding under if-converted method for Basic and Diluted | 142,736,979,902 | 140,336,398,507 | |
[1]The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months ended March 31, 2023 and 2022, because including them would have been anti-dilutive. |
INCOME TAX (Details - Reconcila
INCOME TAX (Details - Reconcilation of taxes) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | $ (516,995) | $ (1,029,967) |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | (124,306) | (161,869) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | 0 | 0 |
Foreign Tax Authority [Member] | VIRGIN ISLANDS, BRITISH | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | (13) | (593) |
Foreign Tax Authority [Member] | SINGAPORE | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | (392,348) | (853,333) |
Foreign Tax Authority [Member] | HONG KONG | ||
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | $ (328) | $ (14,172) |
INCOME TAX (Details - Current a
INCOME TAX (Details - Current and deferred Income tax expense) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Current: | ||
- Local | $ 0 | $ 0 |
- Foreign | 0 | 0 |
Deferred: | ||
- Local | 0 | 0 |
- Foreign | 0 | 0 |
Income tax expense | $ 0 | $ 0 |
INCOME TAX (Details - Deferred
INCOME TAX (Details - Deferred tax assets) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 2,183,699 | $ 2,093,063 |
Less: valuation allowance | (2,183,699) | (2,093,063) |
Deferred tax assets, net | 0 | 0 |
U S Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | 207,081 | 180,976 |
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 | 6,517 | 6,454 |
Singapore Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 1,970,101 | $ 1,905,633 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Mar. 31, 2023 USD ($) |
Operating Loss Carryforwards | $ 392,348 |
Cumulative net operating losses | 11,588,831 |
Deferred tax assets | 1,970,101 |
HONG KONG | |
Operating Loss Carryforwards | $ 328 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Management service fee | $ 0 | $ 72,500 |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Consultancy fees | 75,000 | 100,626 |
Compensation paid to directors | $ 30,000 | $ 30,000 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Concentration Risk [Line Items] | ||
Revenues | $ 1,699,698 | $ 107,770 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 24,825 | |
Accounts Receivable, after Allowance for Credit Loss | $ 0 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Apr. 14, 2022 | Mar. 31, 2023 | Apr. 02, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
Investment amount | $ 20,000,000 | ||
Equity Purchase from the Investor | $ 19,823,750 | ||
Euro Amazing Limited [Member] | Common Stock [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of consideration shares issued | 2,325,581,395 | ||
Share price | $ 0.0043 |