Cover
Cover | 9 Months Ended |
Sep. 30, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2023 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2023 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-53612 |
Entity Registrant Name | MARVION INC. |
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 | 143,146,265,860 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 144,486 | $ 99,274 |
Digital assets, net | 10,658 | 10,203 |
Inventories, net | 12,025,000 | 1,387,500 |
Accounts receivables | 11,718 | 0 |
Short-term investments | 927,358 | 0 |
Prepaid expenses and other current assets | 3,647,800 | 3,057,342 |
Total current assets | 16,767,020 | 4,554,319 |
Non-current assets: | ||
Deferred financing cost, net | 168,772 | 176,250 |
Intangible assets, net | 50,604 | 94,205 |
Total non-current assets | 219,376 | 270,455 |
TOTAL ASSETS | 16,986,396 | 4,824,774 |
Current liabilities: | ||
Accrued liabilities and other payables | 15,129,368 | 105,381 |
Accrued consulting and service fee | 9,727,836 | 5,172,537 |
Amounts due to related parties | 3,371,737 | 1,544,729 |
Convertible note payable | 170,000 | 0 |
Income tax payable | 0 | 1,272 |
Total current liabilities | 28,398,941 | 6,823,919 |
TOTAL LIABILITIES | 28,398,941 | 6,823,919 |
Commitments and contingencies | 0 | 0 |
Shareholders’ deficit: | ||
Common stock, par value $0.0001, 270,000,000,000 shares authorized, 143,146,265,860 and 1,942,681,876 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 14,314,626 | 194,268 |
Common stock, $0.0001 par value, 140,794,298,026 shares to be issued as of December 31, 2022, respectively | 0 | 14,079,430 |
Additional paid-in capital | 10,993,276 | 9,936,191 |
Accumulated other comprehensive income (loss) | 35,963 | (5,043) |
Accumulated deficit | (36,757,448) | (26,205,029) |
Total shareholders’ deficit | (11,412,545) | (1,999,145) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 16,986,396 | 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 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000,000 | 30,000,000,000 |
Preferred stock undesignated | 18,999,999 | 18,999,999 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 270,000,000,000 | 270,000,000,000 |
Common stock, shares issued | 143,146,265,860 | 1,942,681,876 |
Common stock, shares outstanding | 143,146,265,860 | 1,942,681,876 |
Common stock shares to be issued | 140,794,298,026 | |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenues | $ 2,984,200 | $ 5,421,280 | $ 8,541,910 | $ 6,515,287 | |
Cost of revenues | (2,987,192) | (3,993,787) | (4,401,935) | (4,854,954) | |
Gross (loss) profit | (2,992) | 1,427,493 | 4,139,975 | 1,660,333 | |
Operating expenses: | |||||
Technology and development expenses | (2,703,422) | (8,120,612) | (10,490,290) | (8,727,704) | |
Sales and marketing expenses | (13,338) | (169,478) | (1,096,327) | (358,854) | |
Corporate development expenses | 0 | (71,923) | (1,896,000) | (204,793) | |
General and administrative expenses | (102,995) | (726,748) | (1,151,528) | (1,985,409) | |
Impairment loss of digital assets | (334) | (14) | (357) | (4,063) | |
Total operating expenses | (2,820,089) | (9,088,775) | (14,634,502) | (11,280,823) | |
Loss from operations | (2,823,081) | (7,661,282) | (10,494,527) | (9,620,490) | |
Other income (expense): | |||||
Gain (loss) on disposal of digital assets | 0 | 10 | 0 | (18,556) | |
Amortization of deferred financing costs | (30,267) | 0 | (87,878) | 0 | |
Change in fair value of marketable securities | 199,748 | 0 | 29,745 | 0 | |
Other expense | (84) | (84) | |||
Other income | 0 | 0 | 309 | 0 | |
Interest income | 7 | 0 | 16 | 0 | |
Total other income (expense) | 169,404 | 10 | (57,892) | (18,556) | |
Loss before income taxes | (2,653,677) | (7,661,272) | (10,552,419) | (9,639,046) | |
Income tax credit | 0 | 0 | 0 | 3,820 | |
Net loss | (2,653,677) | (7,661,272) | (10,552,419) | (9,635,226) | |
Other comprehensive income: | |||||
Foreign currency adjustment gain (loss) | 16,072 | (1,914) | 41,006 | 306 | |
Comprehensive loss | $ (2,637,605) | $ (7,663,186) | $ (10,511,413) | $ (9,634,920) | |
Net loss per share: | |||||
Basic | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding: | |||||
Basic | 134,053,841,715 | 1,867,681,876 | 47,228,832,742 | 1,867,681,876 | |
Diluted | 134,053,841,715 | 1,867,681,876 | 47,228,832,742 | 1,867,681,876 | |
[1]Less than $0.001 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Unaudited) - USD ($) | 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 translation adjustment | 559 | 559 | |||||
Net loss for the period | (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, 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 | ||||
Net loss for the period | (9,635,226) | ||||||
Ending balance, value at Sep. 30, 2022 | $ 1,038 | $ 186,768 | $ 14,079,430 | 9,767,441 | 313 | (25,792,593) | (1,757,603) |
Ending balance, shares at Sep. 30, 2022 | 10,366,346 | 1,867,681,876 | 140,794,298,026 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 1,038 | $ 186,768 | $ 13,846,871 | 566 | (17,187,334) | (3,152,091) | |
Beginning balance, shares at Mar. 31, 2022 | 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 translation adjustment | 1,661 | 1,661 | |||||
Net loss for the period | (943,987) | (943,987) | |||||
Ending balance, value at Jun. 30, 2022 | $ 1,038 | $ 186,768 | $ 14,079,430 | 9,767,441 | 2,227 | (18,131,321) | 5,905,583 |
Ending balance, shares at Jun. 30, 2022 | 10,366,346 | 1,867,681,876 | 140,794,298,026 | ||||
Foreign translation adjustment | (1,914) | (1,914) | |||||
Net loss for the period | (7,661,272) | (7,661,272) | |||||
Ending balance, value at Sep. 30, 2022 | $ 1,038 | $ 186,768 | $ 14,079,430 | 9,767,441 | 313 | (25,792,593) | (1,757,603) |
Ending balance, shares at Sep. 30, 2022 | 10,366,346 | 1,867,681,876 | 140,794,298,026 | ||||
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 translation adjustment | 2,837 | 2,837 | |||||
Net loss for the period | (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 | ||||
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 | ||||
Net loss for the period | (10,552,419) | ||||||
Ending balance, value at Sep. 30, 2023 | $ 1,038 | $ 14,314,626 | 10,993,276 | 35,963 | (36,757,448) | (11,412,545) | |
Ending balance, shares at Sep. 30, 2023 | 10,366,346 | 143,146,265,860 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 1,038 | $ 194,268 | $ 14,079,430 | 9,936,191 | (2,206) | (26,722,024) | (2,513,303) |
Beginning balance, shares at Mar. 31, 2023 | 10,366,346 | 1,942,681,876 | 140,794,298,026 | ||||
Shares issued as commitment shares | $ 6,700 | 73,700 | 80,400 | ||||
Shares issued as commitment shares, shares | 67,000,000 | ||||||
Shares issued under share swap agreement | $ 21,857 | 875,756 | 897,613 | ||||
Shares issued under share swap agreement, shares | 218,574,618 | ||||||
Shares issued under Share Exchange Agreement in prior years | $ 232,559 | $ (232,559) | |||||
Shares issued under Share Exchange Agreement in prior years, shares | 2,325,581,395 | (2,325,581,395) | |||||
Foreign translation adjustment | 22,097 | 22,097 | |||||
Net loss for the period | (7,381,747) | (7,381,747) | |||||
Ending balance, value at Jun. 30, 2023 | $ 1,038 | $ 455,384 | $ 13,846,871 | 10,885,647 | 19,891 | (34,103,771) | (8,894,940) |
Ending balance, shares at Jun. 30, 2023 | 10,366,346 | 4,553,837,889 | 138,468,716,631 | ||||
Shares issued under Share Exchange Agreement in prior years | $ 13,846,871 | $ (13,846,871) | |||||
Shares issued under Share Exchange Agreement in prior years, shares | 138,468,716,631 | (138,468,716,631) | |||||
Shares issued as commitment shares | $ 12,371 | 107,629 | 120,000 | ||||
Shares issued as commitment shares, shares | 123,711,340 | ||||||
Foreign translation adjustment | 16,072 | 16,072 | |||||
Net loss for the period | (2,653,677) | (2,653,677) | |||||
Ending balance, value at Sep. 30, 2023 | $ 1,038 | $ 14,314,626 | $ 10,993,276 | $ 35,963 | $ (36,757,448) | $ (11,412,545) | |
Ending balance, shares at Sep. 30, 2023 | 10,366,346 | 143,146,265,860 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (10,552,419) | $ (9,635,226) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of intangible assets | 36,739 | 36,523 |
Amortization of deferred financing cost | 87,878 | 0 |
Written off intangible assets | 5,437 | 0 |
Digital assets received as revenue | (8,205,000) | (6,490,552) |
Digital assets paid for expense | 8,204,148 | 6,552,995 |
Digital assets purchased / exchanged | (2) | |
Impairment loss of digital assets | 357 | 4,063 |
Loss on disposal of digital assets | 0 | 18,556 |
Change in fair value of marketable securities | (29,745) | 0 |
Cost of inventories (non-cash) | 4,784,500 | |
Change in operating assets and liabilities: | ||
Accounts receivables | (11,718) | 0 |
Digital assets | 0 | 0 |
Inventories | (10,637,500) | 0 |
Prepaid expenses and other current assets | (592,374) | (88,169) |
Accrued liabilities and other payable | 15,144,757 | 57,825 |
Accrued consulting and service fee | 4,557,522 | 1,979,760 |
Amounts due to related parties | 0 | 2,784,057 |
Income tax payable | (1,266) | (3,820) |
Net cash (used in) provided by operating activities | (1,993,184) | 510 |
Cash flows from investing activity: | ||
Purchase of intangible assets | 0 | (1,886) |
Net cash used in investing activity | 0 | (1,886) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible note payable | 170,000 | 0 |
Advance from related parties | 1,869,424 | 0 |
Net cash provided by financing activities | 2,039,424 | 0 |
Effect of exchange rate on cash and cash equivalents | (1,028) | (1,037) |
Net change in cash and cash equivalents | 45,212 | (2,413) |
Cash and cash equivalents at beginning of the period | 99,274 | 28,124 |
Cash and cash equivalents at end of the period | 144,486 | 25,711 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued under share swap agreement in exchange of marketable securities | $ 897,613 | $ 0 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | 1. ORGANIZATION AND BUSINESS BACKGROUND Bonanza Goldfields Corp. was incorporated in the State of Nevada on March 6, 2008. The Company and its subsidiaries are hereinafter referred to as (the “Company”). On January 17, 2023, the Company amended its Articles of Incorporation to change its name to Marvion Inc. Currently, the Company is principally engaged in the sale and distribution of media and entertainment products in its online platform, as well as the provision of financing, business development solutions & related professional services in Singapore and Hong Kong. Description of subsidiaries Schedule of description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/paid up share capital Effective interest held Marvion Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at par value of US$1 each 100 Marvion Private Limited Singapore Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 Marvion Group Limited British Virgin Islands Procurement of media and entertainment in Singapore 50,000 ordinary shares at par value of US$1 each 100 Marvion (Hong Kong) Limited Hong Kong Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100 Marvion Studios Limited (Formerly known as 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 Hong Kong Provision of research & development, IT and consulting services and treasury management for the Group 10,000 ordinary shares for HK$10,000 100 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the period ended September 30, 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 Quarterly Report on 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 Annual Report on 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 unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance. Basis of consolidation The unaudited 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”) Topic 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, including Binance USD, Tether, Binance Coin, Ethereum, OKB Token and OEC Token. The Company accounts for its digital assets in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 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 September 30, 2023 and December 31, 2022, the Company did no Investments Investments in equity investments in publicly traded companies in which the Company does not exercise significant influence are classified as available-for-sale securities. These securities are reported at fair values; based upon quoted market prices, and subsequent changes in the fair value are recognized in profit or loss, in the line item “Change in fair value of marketable securities”. 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. The Company has recorded $ 5,437 no Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets” Revenue recognition The Company adopted 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 and licensed IP right cost are also recorded as cost of revenues. Amortization on licensed media content is also recorded as a component of cost of revenues. During the nine months ended September 30, 2023 and 2022, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions For the Nine Months Ended September 30, 2023 2022 Revenue earned and received by digital assets $ 8,205,000 $ 6,490,552 Cost of revenue paid by digital assets – (371 ) Digital assets purchased / exchanged – 2 Expense paid by digital assets $ (8,204,148 ) $ (6,552,624 ) Revenue is generated and 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. Deferred financial costs Costs related to the issuance of debt are deferred as an asset and amortized to interest expense over the life of the related debt, using the straight-line method. Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and nine months ended September 30, 2023 and 2022. Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore, and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”) respectively, which are their respective functional currencies, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the period ended September 30, 2023 and 2022: Schedule of translation rates September 30, 2023 September 30, 2022 Period-end HKD:US$ exchange rate 0.1277 0.1274 Period average HKD:US$ exchange rate 0.1276 0.1277 Period-end SGD:US$ exchange rate 0.7324 0.6973 Period average SGD:US$ exchange rate 0.7459 0.7271 Comprehensive income ASC Topic 220, “ Comprehensive Income Related parties The Company follows the ASC 850-10, “Related Party Disclosures” Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and contingencies The Company follows the ASC 450-20, “Contingencies” If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses and other current assets, accrued liabilities and other payable, accrued consulting service fee, amounts due to related parties and income tax payable approximate their fair values because of the short maturity of these instruments. Schedule fair values short maturity instruments Quoted Prices In Significant Other Significant Other Description September 30, 2023 (Level 1) (Level 2) (Level 3) Assets: Marketable equity securities $ 927,358 $ 927,358 $ – $ – Fair value estimates are made at a specific point in time based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. 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. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The ASU also introduced new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023. The Company does not expect ASU No. 2022-03 to have a material effect on its consolidated financial statements. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTIES | 3. GOING CONCERN UNCERTAINTIES The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated a recurring loss of $ 10,552,419 36,757,448 These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS The table below presents our revenues by revenue source. Schedule of revenue by type of revenue For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Consulting service income $ – $ – $ – $ 24,735 Media and entertainment income: Sale of licensed IP right and media products 2,786,500 5,326,680 8,205,000 6,372,709 Transaction fee income 197,700 94,600 336,910 117,843 Total revenues $ 2,984,200 $ 5,421,280 $ 8,541,910 $ 6,515,287 The table below presents our revenues by geographic areas in which our customers were located. Schedule of revenue by geographic segment For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Hong Kong $ – $ – $ – $ 24,735 Rest of the World 2,984,200 5,421,280 8,541,910 6,490,552 Total revenues $ 2,984,200 $ 5,421,280 $ 8,541,910 $ 6,515,287 |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
SHORT-TERM INVESTMENTS | 5. SHORT-TERM INVESTMENTS Schedule of short term investments September 30, 2023 December 31, 2022 Marketable securities, listed in Hong Kong $ 927,358 $ – Investments in marketable securities are accounted for at fair value with changes in fair value recognized in net income (loss). This investment was listed and publicly traded on Hong Kong Stock Exchange and it is considered as Level 1 in the fair value hierarchy. As at September 30, 2023, the ownership percentage of the marketable securities, listed in Hong Kong was approximately 4.29%. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 December 31, 2022 Prepayment for technical knowhow license and service $ 3,541,040 $ 2,940,440 Other prepayments and deposits 106,246 113,689 Other receivables 514 3,213 $ 3,647,800 $ 3,057,342 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 7. INTANGIBLE ASSETS As of September 30, 2023 and December 31, 2022, intangible assets consisted of the following: Schedule of intangible assets Estimated useful life September 30, 2023 December 31, 2022 At cost: Licensed media content 3 $ 144,289 $ 146,958 Trademarks and trade name 10 3,102 9,544 147,391 156,502 Less: accumulated amortization (96,787 ) (62,297 ) Intangible assets, net $ 50,604 $ 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 September 30, 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 September 30: Amount 2024 $ 48,407 2025 310 2026 310 2027 310 2028 310 Thereafter 957 Total $ 50,604 Amortization of intangible assets was $ 36,739 36,523 |
ACCRUED CONSULTING AND SERVICE
ACCRUED CONSULTING AND SERVICE FEE | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Consulting And Service Fee | |
ACCRUED CONSULTING AND SERVICE FEE | 8. ACCRUED CONSULTING AND SERVICE FEE For the nine months ended September 30, 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 9,850,836 For the nine months ended September 30, 2022, the Company agreed to compensate certain business or professional services providers, which rendered IT development service, sale and marketing service, corporate development service and administrative service. These consulting and service fees totaled $ 4,678,299 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 9 Months Ended |
Sep. 30, 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 $ 3,371,737 1,544,729 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | 10. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock On January 10, 2022, the Company amended the Articles of Incorporation to increase the Company’s authorized capital from 2,000,000,000 to 300,000,000,000 shares, consisting of 270,000,000,000 shares of common stock, par value $0.0001, and 30,000,000,000 shares of preferred stock, par value $0.0001. As of September 30, 2023 and December 31,2022, the Company’s authorized shares were 30,000,000,000 0.0001 The Company has designated 10,000,000 The Company has designated 1,000,000 The Company has designated 1 As of September 30, 2023 and December 31, 2022, the Company had 10,000,000 10,000,000 As of September 30, 2023 and December 31, 2022, the Company had 366,346 366,346 As of September 30, 2023 and December 31, 2022, the Company had 1 1 Common stock On January 10, 2022, the Company amended the Articles of Incorporation to increase the Company’s authorized capital from 2,000,000,000 to 300,000,000,000 shares, consisting of 270,000,000,000 shares of common stock, par value $0.0001, and 30,000,000,000 shares of preferred stock, par value $0.0001. As of September 30, 2023 and December 31, 2022, the Company’s authorized shares were 270,000,000,000 0.0001 On April 11, 2023, the Company issued 218,574,618 2,652,038 Concurrently, on April 11, 2023, the Company also issued 2,325,581,395 On May 2, 2023, the Company issued 67,000,000 On July 6, 2023, the Company issued 129,860,254,628 8,608,462,003 On August 15, 2023, the Company issued 123,711,340 As of September 30, 2023 and December 31, 2022, the Company had 143,146,265,860 1,942,681,876 Common stock to be issued As of September 30, 2023 and December 31, 2022, the Company had Nil 140,794,298,026 For the nine months ended September 30, 2023, 140,794,298,026 shares of common stock are issued. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Net loss per share: | |
NET LOSS PER SHARE | 11. NET LOSS PER SHARE As the Company has net losses for the three months and nine months ended September 30, 2022, all potential common shares were deemed to be anti-dilutive. The following table sets forth the computation of the basic and diluted net loss per share (in dollars, except share data): Schedule of basic and diluted net (loss) income per share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Net loss attributable to common stockholders $ (2,656,677 ) $ (7,661,272 ) $ (10,555,419 ) $ (9,635,226 ) Weighted average common shares outstanding: Basic 134,053,841,715 1,867,681,876 47,228,832,742 1,867,681,876 Diluted 134,053,841,715 1,867,681,876 47,228,832,742 1,867,681,876 Net loss per share: Basic# $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Diluted# $ (0.00 ) $ (0.00 ) $ (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 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Weighted average common shares outstanding – Basic and Diluted 134,053,841,715 1,867,681,876 47,228,832,742 1,867,681,876 Common stock committed but yet to be issued (1) – 140,794,298,026 – 140,794,298,026 Weighted average common shares outstanding under if-converted method for Basic and Diluted 134,053,841,715 142,661,979,902 47,228,832,742 142,661,979,902 _________________ (1) The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months and nine months ended September 30, 2023 and 2022, because including them would have been anti-dilutive. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 12. INCOME TAX For the nine months ended September 30, 2023 and 2022, the local (“United States of America”) and foreign tax regime incurred profit (loss) before income taxes, which comprised of the following: Schedule of income (loss) before income tax For the Nine Months Ended 2023 2022 Tax jurisdiction from: - Local $ (396,078 ) $ (277,658 ) - Foreign, including – – British Virgin Islands 16,298 (25,115 ) Singapore (10,160,791 ) (9,293,825 ) Hong Kong (11,848 ) (42,448 ) Loss before income taxes $ (10,552,419 ) $ (9,639,046 ) The provision for income taxes consisted of the following: Schedule of provision for income taxes For the Nine Months Ended September 30, 2023 2022 Current: - Local $ – $ – - Foreign – 3,820 Deferred: - Local – – - Foreign – – Income tax expense $ – $ 3,820 The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax 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 nine months ended September 30, 2023 and 2022, there were no operating income. BVI Under the current BVI law, the Company is 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 nine months ended September 30, 2023, the operation in the Singapore generated an operating loss of $ 10,160,791 21,331,770 3,626,401 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 nine months ended September 30, 2023, the operation in Hong Kong generated an operating loss of $ 11,848 The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2023 and December 31, 2022: Schedule of deferred tax assets September 30, 2023 December 31, 2022 Deferred tax assets: NOL – US tax regime $ 264,153 $ 180,976 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 8,380 6,454 NOL – Singapore tax regime 3,626,401 1,905,633 3,898,934 2,093,063 Less: valuation allowance (3,898,934 ) (2,093,063 ) Deferred tax assets, net $ – $ – As of September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2023 and 2022, the Company paid the aggregate amount of $ 78,000 90,000 153,000 265,533 During the three months ended September 30, 2023 and 2022, the Company paid the aggregate amount of $ 30,000 30,000 60,000 90,000 During the three months ended September 30, 2023 and 2022, the Company paid the aggregate amount of $ 486,407 0 1,965,302 0 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 nine months ended September 30, 2023 and 2022, the Company incurred the related management service fee of $ 0 471,349 Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2023, there was no single customer who accounted for 10% or more of the Company’s revenues. For the three and nine months ended September 30, 2022, there was no single customer who accounted for 10% or more of the Company’s revenues. (b) Economic and political risk The Company’s major operations are conducted in Hong Kong and Singapore. Accordingly, the political, economic, and legal environments, as well as the general state of economy in Hong Kong and Singapore may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore, the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and SGD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (d) Market price risk of crypto (“digital”) assets The Company generated certain level of its revenue from the sale and distribution of licensed media token products on its platform by the means of crypto assets by the customers, while revenue from these products have not been significant to date, most of this revenue will also fluctuate based on the price of crypto assets. Accordingly, crypto asset price risk could adversely affect its operating results. In particular, the future profitability may depend upon the market price of BNB, ETH, as well as other crypto assets. Crypto asset prices, along with the operating results, have fluctuated significantly from quarter to quarter. There is no assurance that crypto asset prices will reflect historical trends. A decline in the market price of BTC, ETH and Other crypto assets could have a material and adverse effect on our earnings, the carrying value of the crypto assets, and the future cash flows. This may also affect the liquidity and the ability to meet our ongoing obligations. As of September 30, 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. (e) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES Commitments As of September 30, 2023, the Company is committed to the below contractual agreement. Leases As of September 30, 2023, the Company had a virtual office service agreement for its corporate office. The lease contains the renewal option and will expire on 24 September 2024. 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 19,743,350 Apart from these commitments, the Company has no other material commitments or contingencies, as of September 30, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events The Company had no material recognizable subsequent events since September 30, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the period ended September 30, 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 Quarterly Report on 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 Annual Report on 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 unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance. |
Basis of consolidation | Basis of consolidation The unaudited 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”) Topic 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, including Binance USD, Tether, Binance Coin, Ethereum, OKB Token and OEC Token. The Company accounts for its digital assets in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 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 September 30, 2023 and December 31, 2022, the Company did no |
Investments | Investments Investments in equity investments in publicly traded companies in which the Company does not exercise significant influence are classified as available-for-sale securities. These securities are reported at fair values; based upon quoted market prices, and subsequent changes in the fair value are recognized in profit or loss, in the line item “Change in fair value of marketable securities”. |
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. The Company has recorded $ 5,437 no |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets” |
Revenue recognition | Revenue recognition The Company adopted 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 and licensed IP right cost are also recorded as cost of revenues. Amortization on licensed media content is also recorded as a component of cost of revenues. During the nine months ended September 30, 2023 and 2022, the following table shows non-cash transactions by digital assets: Schedule of non-cash transactions For the Nine Months Ended September 30, 2023 2022 Revenue earned and received by digital assets $ 8,205,000 $ 6,490,552 Cost of revenue paid by digital assets – (371 ) Digital assets purchased / exchanged – 2 Expense paid by digital assets $ (8,204,148 ) $ (6,552,624 ) Revenue is generated and 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. |
Deferred financial costs | Deferred financial costs Costs related to the issuance of debt are deferred as an asset and amortized to interest expense over the life of the related debt, using the straight-line method. |
Uncertain tax positions | Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and nine months ended September 30, 2023 and 2022. |
Net loss per share | Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share |
Foreign currencies translation | Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore, and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”) respectively, which are their respective functional currencies, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the period ended September 30, 2023 and 2022: Schedule of translation rates September 30, 2023 September 30, 2022 Period-end HKD:US$ exchange rate 0.1277 0.1274 Period average HKD:US$ exchange rate 0.1276 0.1277 Period-end SGD:US$ exchange rate 0.7324 0.6973 Period average SGD:US$ exchange rate 0.7459 0.7271 |
Comprehensive income | Comprehensive income ASC Topic 220, “ Comprehensive Income |
Related parties | Related parties The Company follows the ASC 850-10, “Related Party Disclosures” Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | Commitments and contingencies The Company follows the ASC 450-20, “Contingencies” If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair value of financial instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses and other current assets, accrued liabilities and other payable, accrued consulting service fee, amounts due to related parties and income tax payable approximate their fair values because of the short maturity of these instruments. Schedule fair values short maturity instruments Quoted Prices In Significant Other Significant Other Description September 30, 2023 (Level 1) (Level 2) (Level 3) Assets: Marketable equity securities $ 927,358 $ 927,358 $ – $ – Fair value estimates are made at a specific point in time based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
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. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The ASU also introduced new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023. The Company does not expect ASU No. 2022-03 to have a material effect on its consolidated financial statements. 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. |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of description of subsidiaries | Schedule of description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/paid up share capital Effective interest held Marvion Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at par value of US$1 each 100 Marvion Private Limited Singapore Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 Marvion Group Limited British Virgin Islands Procurement of media and entertainment in Singapore 50,000 ordinary shares at par value of US$1 each 100 Marvion (Hong Kong) Limited Hong Kong Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100 Marvion Studios Limited (Formerly known as 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 Hong Kong Provision of research & development, IT and consulting services and treasury management for the Group 10,000 ordinary shares for HK$10,000 100 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of non-cash transactions | Schedule of non-cash transactions For the Nine Months Ended September 30, 2023 2022 Revenue earned and received by digital assets $ 8,205,000 $ 6,490,552 Cost of revenue paid by digital assets – (371 ) Digital assets purchased / exchanged – 2 Expense paid by digital assets $ (8,204,148 ) $ (6,552,624 ) |
Schedule of translation rates | Schedule of translation rates September 30, 2023 September 30, 2022 Period-end HKD:US$ exchange rate 0.1277 0.1274 Period average HKD:US$ exchange rate 0.1276 0.1277 Period-end SGD:US$ exchange rate 0.7324 0.6973 Period average SGD:US$ exchange rate 0.7459 0.7271 |
Schedule fair values short maturity instruments | Schedule fair values short maturity instruments Quoted Prices In Significant Other Significant Other Description September 30, 2023 (Level 1) (Level 2) (Level 3) Assets: Marketable equity securities $ 927,358 $ 927,358 $ – $ – |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue by type of revenue | Schedule of revenue by type of revenue For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Consulting service income $ – $ – $ – $ 24,735 Media and entertainment income: Sale of licensed IP right and media products 2,786,500 5,326,680 8,205,000 6,372,709 Transaction fee income 197,700 94,600 336,910 117,843 Total revenues $ 2,984,200 $ 5,421,280 $ 8,541,910 $ 6,515,287 |
Schedule of revenue by geographic segment | Schedule of revenue by geographic segment For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Hong Kong $ – $ – $ – $ 24,735 Rest of the World 2,984,200 5,421,280 8,541,910 6,490,552 Total revenues $ 2,984,200 $ 5,421,280 $ 8,541,910 $ 6,515,287 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of short term investments | Schedule of short term investments September 30, 2023 December 31, 2022 Marketable securities, listed in Hong Kong $ 927,358 $ – |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses And Other Current Assets | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets September 30, 2023 December 31, 2022 Prepayment for technical knowhow license and service $ 3,541,040 $ 2,940,440 Other prepayments and deposits 106,246 113,689 Other receivables 514 3,213 $ 3,647,800 $ 3,057,342 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Estimated useful life September 30, 2023 December 31, 2022 At cost: Licensed media content 3 $ 144,289 $ 146,958 Trademarks and trade name 10 3,102 9,544 147,391 156,502 Less: accumulated amortization (96,787 ) (62,297 ) Intangible assets, net $ 50,604 $ 94,205 |
Schedule of amortization expense for intangible assets | Schedule of amortization expense for intangible assets Twelve months ending September 30: Amount 2024 $ 48,407 2025 310 2026 310 2027 310 2028 310 Thereafter 957 Total $ 50,604 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Net loss attributable to common stockholders $ (2,656,677 ) $ (7,661,272 ) $ (10,555,419 ) $ (9,635,226 ) Weighted average common shares outstanding: Basic 134,053,841,715 1,867,681,876 47,228,832,742 1,867,681,876 Diluted 134,053,841,715 1,867,681,876 47,228,832,742 1,867,681,876 Net loss per share: Basic# $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Diluted# $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) _____________ # Basic and diluted net loss per share was less than $0.01 |
Schedule Of Weighted Average Common Shares Outstanding Table Text Block | Schedule of weighted average common shares outstanding For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Weighted average common shares outstanding – Basic and Diluted 134,053,841,715 1,867,681,876 47,228,832,742 1,867,681,876 Common stock committed but yet to be issued (1) – 140,794,298,026 – 140,794,298,026 Weighted average common shares outstanding under if-converted method for Basic and Diluted 134,053,841,715 142,661,979,902 47,228,832,742 142,661,979,902 _________________ (1) The common stock committed but yet to be issued has been excluded from the computation of the diluted net loss per common stock for the three months and nine months ended September 30, 2023 and 2022, because including them would have been anti-dilutive. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income tax | Schedule of income (loss) before income tax For the Nine Months Ended 2023 2022 Tax jurisdiction from: - Local $ (396,078 ) $ (277,658 ) - Foreign, including – – British Virgin Islands 16,298 (25,115 ) Singapore (10,160,791 ) (9,293,825 ) Hong Kong (11,848 ) (42,448 ) Loss before income taxes $ (10,552,419 ) $ (9,639,046 ) |
Schedule of provision for income taxes | Schedule of provision for income taxes For the Nine Months Ended September 30, 2023 2022 Current: - Local $ – $ – - Foreign – 3,820 Deferred: - Local – – - Foreign – – Income tax expense $ – $ 3,820 |
Schedule of deferred tax assets | Schedule of deferred tax assets September 30, 2023 December 31, 2022 Deferred tax assets: NOL – US tax regime $ 264,153 $ 180,976 NOL – British Virgin Islands regime – – NOL – Hong Kong tax regime 8,380 6,454 NOL – Singapore tax regime 3,626,401 1,905,633 3,898,934 2,093,063 Less: valuation allowance (3,898,934 ) (2,093,063 ) Deferred tax assets, net $ – $ – |
ORGANIZATION AND BUSINESS BAC_3
ORGANIZATION AND BUSINESS BACKGROUND (Details) | 9 Months Ended |
Sep. 30, 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 each |
Ownership percentage | 100% |
Marvion Private Limited [Member] | |
Place of incorporation | Singapore |
Principal activity | Corporate management and IT development in Singapore |
Share capital | 1,000 ordinary shares for S$1,000 |
Ownership percentage | 100% |
Marvion Group Limited [Member] | |
Place of incorporation | British Virgin Islands |
Principal activity | Procurement of media and entertainment in Singapore |
Share capital | 50,000 ordinary shares at par value of US$1 each |
Ownership percentage | 100% |
Marvion Hong Kong Limited [Member] | |
Place of incorporation | Hong Kong |
Principal activity | Corporate management in Hong Kong |
Share capital | 1,000 ordinary shares for HK$1,000 |
Ownership percentage | 100% |
Marvion Studios 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 for the Group |
Share capital | 10,000 ordinary shares for HK$10,000 |
Ownership percentage | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Non-Cash Transactions) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Revenue earned and received by digital assets | $ 2,984,200 | $ 5,421,280 | $ 8,541,910 | $ 6,515,287 |
Cost of revenue paid by digital assets | $ (2,987,192) | $ (3,993,787) | (4,401,935) | (4,854,954) |
Digital Assets [Member] | ||||
Product Information [Line Items] | ||||
Revenue earned and received by digital assets | 8,205,000 | 6,490,552 | ||
Cost of revenue paid by digital assets | 0 | (371) | ||
Digital assets purchased / exchanged | 0 | 2 | ||
Expense paid by digital assets | $ (8,204,148) | $ (6,552,624) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Translation Rates) | Sep. 30, 2023 | Sep. 30, 2022 |
Period End [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1277 | 0.1274 |
Period End [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.7324 | 0.6973 |
Period Average [Member] | HONG KONG | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.1276 | 0.1277 |
Period Average [Member] | SINGAPORE | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.7459 | 0.7271 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair Value Assets) - Marketable Equity Securities [Member] | Sep. 30, 2023 USD ($) |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Fair value of assets | $ 927,358 |
Fair Value, Inputs, Level 1 [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Fair value of assets | 927,358 |
Fair Value, Inputs, Level 2 [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Fair value of assets | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Fair value of assets | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Allowance for obsolete inventories | $ 0 | $ 0 | |
Impairment of intangible assets | $ 5,437 | $ 0 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net Income (Loss) Attributable to Parent | $ 2,653,677 | $ 7,381,747 | $ 516,995 | $ 7,661,272 | $ 943,987 | $ 1,029,967 | $ 10,552,419 | $ 9,635,226 | |
Retained Earnings (Accumulated Deficit) | $ 36,757,448 | $ 36,757,448 | $ 26,205,029 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details - Revenue from source) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 2,984,200 | $ 5,421,280 | $ 8,541,910 | $ 6,515,287 |
Consulting Service Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 0 | 0 | 0 | 24,735 |
License [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 2,786,500 | 5,326,680 | 8,205,000 | 6,372,709 |
Transaction Fee Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 197,700 | $ 94,600 | $ 336,910 | $ 117,843 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details - Revenue by geographic region) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,984,200 | $ 5,421,280 | $ 8,541,910 | $ 6,515,287 |
HONG KONG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 24,735 |
Around The World [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,984,200 | $ 5,421,280 | $ 8,541,910 | $ 6,490,552 |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, All Other Investments [Abstract] | ||
Marketable securities, listed in Hong Kong | $ 927,358 | $ 0 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid expenses and other current assets | $ 3,647,800 | $ 3,057,342 |
Prepayment For Technical Knowhow License And Service [Member] | ||
Prepaid expenses and other current assets | 3,541,040 | 2,940,440 |
Other Prepayments And Deposits [Member] | ||
Prepaid expenses and other current assets | 106,246 | 113,689 |
Other Receivables [Member] | ||
Prepaid expenses and other current assets | $ 514 | $ 3,213 |
INTANGIBLE ASSETS (Details - Sc
INTANGIBLE ASSETS (Details - Schedule of intangible assets) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 147,391 | $ 156,502 |
Less: accumulated amortization | (96,787) | (62,297) |
Intangible assets, net | $ 50,604 | 94,205 |
Licensed Media Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | |
Intangible assets, gross | $ 144,289 | 146,958 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Intangible assets, gross | $ 3,102 | $ 9,544 |
INTANGIBLE ASSETS (Details - Fu
INTANGIBLE ASSETS (Details - Future amortization of intangible assets) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 48,407 | |
2025 | 310 | |
2026 | 310 | |
2027 | 310 | |
2028 | 310 | |
Thereafter | 957 | |
Total | $ 50,604 | $ 94,205 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 36,739 | $ 36,523 |
ACCRUED CONSULTING AND SERVIC_2
ACCRUED CONSULTING AND SERVICE FEE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accrued Consulting And Service Fee | ||
Consulting and service fees | $ 9,850,836 | $ 4,678,299 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Amounts Due To Related Parties | ||
Due to related parties | $ 3,371,737 | $ 1,544,729 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - $ / shares | Aug. 15, 2023 | Jul. 06, 2023 | May 02, 2023 | Apr. 11, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 30,000,000,000 | 30,000,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 270,000,000,000 | 270,000,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 143,146,265,860 | 1,942,681,876 | ||||
Common stock, shares outstanding | 143,146,265,860 | 1,942,681,876 | ||||
Common Stock Committed To Be Issued | 0 | 140,794,298,026 | ||||
Equity Purchase Agrement [Member] | Williamsburg Venture Holdings [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued new, shares | 67,000,000 | |||||
Equity Purchase Agrement [Member] | Lee Ying Chiu Herbert [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued new, shares | 129,860,254,628 | |||||
Equity Purchase Agrement [Member] | So Han Meng Julian [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued new, shares | 8,608,462,003 | |||||
Equity Purchase Agrement [Member] | Bizhan Modarressi Tong [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued new, shares | 123,711,340 | |||||
C I T D [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued for share swap | 218,574,618 | |||||
Stock received for share swap | 2,652,038 | |||||
Share Exchange Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued new, shares | 2,325,581,395 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
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, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
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, shares authorized | 1 | 1 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 1 | 1 | ||||
Preferred stock, shares outstanding | 1 | 1 |
NET LOSS PER SHARE (Details - L
NET LOSS PER SHARE (Details - Loss per share) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Net loss per share: | |||||
Net loss attributable to common stockholders | $ (2,656,677) | $ (7,661,272) | $ (10,555,419) | $ (9,635,226) | |
Weighted average common shares outstanding: | |||||
Basic | 134,053,841,715 | 1,867,681,876 | 47,228,832,742 | 1,867,681,876 | |
Diluted | 134,053,841,715 | 1,867,681,876 | 47,228,832,742 | 1,867,681,876 | |
Net loss per share: | |||||
Basic# | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted# | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
[1]Less than $0.001 |
NET LOSS PER SHARE (Details - W
NET LOSS PER SHARE (Details - Weighted average shares) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net loss per share: | ||||
Weighted average common shares outstanding, Basic | 134,053,841,715 | 1,867,681,876 | 47,228,832,742 | 1,867,681,876 |
Weighted average common shares outstanding, Diluted | 134,053,841,715 | 1,867,681,876 | 47,228,832,742 | 1,867,681,876 |
Common stock committed but yet to be issued | 0 | 140,794,298,026 | 0 | 140,794,298,026 |
Weighted average common shares outstanding under if-converted method for Basic and Diluted | 134,053,841,715 | 142,661,979,902 | 47,228,832,742 | 142,661,979,902 |
INCOME TAX (Details - Reconcila
INCOME TAX (Details - Reconcilation of taxes) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | $ (2,653,677) | $ (7,661,272) | $ (10,552,419) | $ (9,639,046) |
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | (396,078) | (277,658) | ||
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 | 16,298 | (25,115) | ||
Foreign Tax Authority [Member] | SINGAPORE | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | (10,160,791) | (9,293,825) | ||
Foreign Tax Authority [Member] | HONG KONG | ||||
Operating Loss Carryforwards [Line Items] | ||||
(Loss) income before income taxes | $ (11,848) | $ (42,448) |
INCOME TAX (Details - Current a
INCOME TAX (Details - Current and deferred Income tax expense) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Current: | ||||
- Local | $ 0 | $ 0 | ||
- Foreign | 0 | 3,820 | ||
Deferred: | ||||
- Local | 0 | 0 | ||
- Foreign | 0 | 0 | ||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 3,820 |
INCOME TAX (Details - Deferred
INCOME TAX (Details - Deferred tax assets) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 3,898,934 | $ 2,093,063 |
Less: valuation allowance | (3,898,934) | (2,093,063) |
Deferred tax assets, net | 0 | 0 |
U S Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | 264,153 | 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 | 8,380 | 6,454 |
Singapore Tax Regime [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, gross | $ 3,626,401 | $ 1,905,633 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Sep. 30, 2023 USD ($) |
Operating loss | $ 10,160,791 |
Cumulative net operating losses | 21,331,770 |
Deferred tax assets | 3,626,401 |
HONG KONG | |
Operating loss | $ 11,848 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Service fee | $ 9,850,836 | $ 4,678,299 | ||
Management service fee | 0 | 471,349 | ||
Service Fee To Related Party [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Service fee | $ 486,407 | $ 0 | 1,965,302 | 0 |
Director [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Consultancy fees | 78,000 | 90,000 | 153,000 | 265,533 |
Compensation fees paid to directors | $ 30,000 | $ 30,000 | $ 60,000 | $ 90,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Apr. 02, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Investment amount | $ 20,000,000 | |
Remaining balance of equity purchase agreement | $ 19,743,350 |