Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 05, 2023 | |
Document and Entity Information | |||
Document Type | 20-F | ||
Document Registration Statement | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Document Shell Company Report | false | ||
Entity File Number | 001-36896 | ||
Entity Registrant Name | Mercurity Fintech Holding Inc. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 1330 Avenue of Americas, Fl 33 | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10019 | ||
Entity Address, Country | US | ||
Title of 12(b) Security | Ordinary Shares, par valueUS$0.004 per share | ||
Trading Symbol | MFH | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 46,538,116 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Document Accounting Standard | U.S. GAAP | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Onestop Assurance PAC | Shanghai Perfect C.P.A Partnership | |
Auditor Location | Singapore | Shanghai, the People’s Republic of China | |
Entity Central Index Key | 0001527762 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Firm ID | 6732 | 3027 | |
Business Contact | |||
Document and Entity Information | |||
Entity Address, Address Line One | 1330 Avenue of Americas, Fl 33 | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10019 | ||
Entity Address, Country | US | ||
Contact Personnel Name | Shi Qiu | ||
City Area Code | 949 | ||
Local Phone Number | 678-9653 |
CONSOLIDATED STATEMENT OF FINAN
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 7,446,664 | $ 440,636 |
Security deposit | 33,909 | 0 |
Accounts receivable | 0 | 0 |
Prepaid expenses and other current assets, net | 10,925 | 1,295,362 |
Amounts due from related parties | 25,000 | 1,503 |
Assets relating to discontinued operations | 0 | 4,403 |
Total current assets | 7,516,498 | 1,741,904 |
Non-current assets: | ||
Operating right-of-use assets, net | 873,878 | 0 |
Property and equipment, net | 5,961,173 | 0 |
Intangible assets, net (including digital assets wrongfully seized and impounded by the Sheyang County Public Security Bureau of China, with a book value of $3,944,808 as of December 31, 2022) | 4,233,228 | 7,277,717 |
Security deposit | 57,300 | 0 |
Deferred tax assets | 251,005 | 0 |
Total non-current assets | 11,376,584 | 7,277,717 |
TOTAL ASSETS | 18,893,082 | 9,019,621 |
Current liabilities: | ||
Accrued expenses and other current liabilities | 236,490 | 218,437 |
Amounts due to related parties | 923,596 | 1,122,607 |
Operating lease liabilities | 269,675 | 0 |
Current liabilities of discontinued operations | 0 | 30,938 |
Total current liabilities | 1,429,761 | 1,371,982 |
Non-current liabilities: | ||
Operating lease liabilities | 634,457 | 0 |
Total non-current liabilities | 634,457 | 0 |
TOTAL LIABILITIES | 2,064,218 | 1,371,982 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Ordinary shares ($0.00001 par value, 25,000,000,000 shares authorized as of December 31, 2021 and 2022, and 4,937,916,229 and 14,069,445,558 shares issued and outstanding as of December 31, 2021 and 2022) | 140,716 | 49,401 |
Additional paid-in capital | 682,848,997 | 668,183,689 |
Accumulated deficit | (667,320,289) | (661,685,318) |
Accumulated other comprehensive (loss)/income | 1,159,440 | 1,099,867 |
Total shareholders' equity | 16,828,864 | 7,647,639 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 18,893,082 | $ 9,019,621 |
CONSOLIDATED STATEMENT OF FIN_2
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION | ||
Ordinary shares, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Ordinary shares, shares authorized | 25,000,000,000 | 25,000,000,000 |
Ordinary shares, shares issued | 14,069,445,558 | 4,937,916,229 |
Ordinary shares, shares outstanding | 14,069,445,558 | 4,937,916,229 |
Book value of digital assets wrongfully seized and impounded by the Sheyang County Public Security Bureau of China | $ 3,944,808 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total Revenue | $ 863,438 | $ 670,171 | $ 1,402,300 |
Total Cost of Revenue | (1,380,600) | (702,679) | (79,150) |
Gross profit | (517,162) | (32,508) | 1,323,150 |
Operating expenses: | |||
Sales and marketing | (35,000) | 0 | 0 |
General and administrative | (2,156,063) | (10,351,357) | (1,156,574) |
Provision for doubtful accounts | (3,138) | (1,750,909) | 0 |
(Loss)/income on disposal of intangible assets | (29,968) | 121,020 | 0 |
Impairment loss of intangible assets | (1,292,568) | (835,344) | |
Impairment loss of goodwill | 0 | 0 | |
Total operating expenses | (5,368,222) | (13,273,814) | (1,991,918) |
Operating loss from continuing operations | (5,885,384) | (13,306,322) | (668,768) |
Interest income, net | 5,118 | 1,083 | 7,983 |
Other income/(expenses), net | 1,248 | (143) | (32,533) |
Loss from disposal of subsidiaries | (4,664) | 0 | 0 |
Loss before provision for income taxes | (13,305,382) | (693,318) | |
Income tax benefits | 248,711 | 0 | 0 |
Loss from continuing operations | (5,634,971) | (13,305,382) | (693,318) |
Discontinued operations: | |||
Loss from discontinued operations | (8,360,322) | (957,955) | |
Net loss | (5,600,000) | (21,665,704) | (1,651,273) |
Numerator | |||
Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. | (5,634,971) | (21,665,704) | (1,651,273) |
Continuing operations | $ (5,634,971) | (13,305,382) | (693,318) |
Discontinued operations | $ (8,360,322) | $ (957,955) | |
Denominator | |||
Weighted average shares used in calculating basic net loss per ordinary share | 14,435,674 | 9,720,934 | 6,689,704 |
Weighted average shares used in calculating diluted net loss per ordinary share | 14,435,674 | 9,720,934 | 6,689,704 |
Net Loss per ordinary share | |||
Basic | $ (0.39) | $ (2.23) | $ (0.25) |
Diluted | (0.39) | (2.23) | (0.25) |
Net Loss per ordinary share from continuing operation | |||
Basic | (0.39) | (1.37) | (0.10) |
Diluted | $ (0.39) | (1.37) | (0.10) |
Net Loss per ordinary share from discontinued operation | |||
Basic | (0.86) | (0.14) | |
Diluted | $ (0.86) | $ (0.14) | |
Technical services | |||
Total Revenue | $ 0 | $ 5,864 | $ 1,402,300 |
Total Cost of Revenue | 0 | 0 | (79,150) |
Cryptocurrency mining | |||
Total Revenue | 783,438 | 664,307 | 0 |
Total Cost of Revenue | (1,361,600) | (702,679) | 0 |
Consultation services | |||
Total Revenue | 80,000 | 0 | 0 |
Total Cost of Revenue | $ (19,000) | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (5,600,000) | $ (21,665,704) | $ (1,651,273) |
Change in cumulative foreign currency trans adjustment | 28,289 | 3,285 | 45,396 |
Comprehensive loss | $ (5,606,682) | $ (21,662,419) | $ (1,605,877) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary shares | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total Mercurity Fintech Holding Inc. shareholders' equity | Total |
Beginning Balance at Dec. 31, 2019 | $ 21,096 | $ 645,330,800 | $ (638,368,341) | $ 1,051,186 | $ 8,034,741 | $ 8,034,741 |
Beginning Balance (in shares) at Dec. 31, 2019 | 2,108,869,528 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Share options exercised | $ 184 | 0 | 0 | 0 | 184 | $ 184 |
Share options exercised (Shares) | 18,270,720 | 55,983,312 | ||||
Share-based compensation | $ 0 | 285,950 | 0 | 0 | 285,950 | $ 285,950 |
Share-based compensation (Shares) | 0 | |||||
Issuance of shares as a consideration for acquisition | $ 7,618 | 3,229,987 | 0 | 0 | 3,237,605 | 3,237,605 |
Issuance of shares as a consideration for acquisition (Shares) | 761,789,601 | |||||
Issuance of shares in the private placement | $ 900 | 299,100 | 0 | 0 | 300,000 | 300,000 |
Issuance of shares in the private placement (Shares) | 90,000,000 | |||||
Settlement of share options exercised with shares held by depository bank | $ 7 | (7) | 0 | 0 | 0 | 0 |
Settlement of share options exercised with shares held by depository bank (Shares) | (650,520) | |||||
Foreign currency translation | $ 0 | 0 | 0 | 45,396 | 45,396 | 45,396 |
Net loss | 0 | 0 | (1,651,273) | 0 | (1,651,273) | (1,651,273) |
Ending Balance at Dec. 31, 2020 | $ 29,805 | 649,145,830 | (640,019,614) | 1,096,582 | 10,252,603 | 10,252,603 |
Ending Balance (in shares) at Dec. 31, 2020 | 2,978,278,329 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Share options exercised | $ 36 | 13,058 | 0 | 0 | 13,094 | $ 13,094 |
Share options exercised (Shares) | 3,602,880 | 775,117,466 | ||||
Share-based compensation | $ 6,032 | 8,343,830 | 0 | 0 | 8,349,862 | $ 8,349,862 |
Share-based compensation (Shares) | 603,177,880 | |||||
Issuance of shares in the private placement | $ 13,528 | 10,680,971 | 0 | 0 | 10,694,499 | 10,694,499 |
Issuance of shares in the private placement (Shares) | 1,352,857,140 | |||||
Foreign currency translation | $ 0 | 0 | 0 | 3,285 | 3,285 | 3,285 |
Net loss | 0 | 0 | (21,665,704) | 0 | (21,665,704) | (21,665,704) |
Ending Balance at Dec. 31, 2021 | $ 49,401 | 668,183,689 | (661,685,318) | 1,099,867 | 7,647,639 | $ 7,647,639 |
Ending Balance (in shares) at Dec. 31, 2021 | 4,937,916,229 | 4,937,916,229 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Share options exercised (Shares) | 868,563,072 | |||||
Share-based compensation | $ 2,058 | 556,337 | 0 | 0 | 558,395 | $ 558,395 |
Share-based compensation (Shares) | 205,800,000 | |||||
Issuance of shares as a consideration for acquisition | $ 27,182 | 6,270,746 | 0 | 0 | 6,297,928 | 6,297,928 |
Issuance of shares as a consideration for acquisition (Shares) | 2,718,181,818 | |||||
Issuance of shares in the private placement | $ 62,075 | 7,838,225 | 0 | 0 | 7,900,300 | 7,900,300 |
Issuance of shares in the private placement (Shares) | 6,207,547,511 | |||||
Foreign currency translation | $ 0 | 0 | 0 | 28,289 | 28,289 | 28,289 |
Net loss | 0 | 0 | (5,634,971) | 31,284 | (5,603,687) | (5,600,000) |
Ending Balance at Dec. 31, 2022 | $ 140,716 | $ 682,848,997 | $ (667,320,289) | $ 1,159,440 | $ 16,828,864 | $ 16,828,864 |
Ending Balance (in shares) at Dec. 31, 2022 | 14,069,445,558 | 14,069,445,558 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (5,634,971) | $ (21,665,704) | $ (1,651,273) |
Less: Net loss from discontinued operations | 0 | (8,360,322) | (957,955) |
Net loss from continuing operations | (5,634,971) | (13,305,382) | (693,318) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Provision for doubtful accounts | 3,138 | 1,750,909 | 0 |
Impairment loss of intangible assets | 3,144,053 | 1,292,568 | 835,344 |
Depreciation of fixed assets and amortization of intangible assets | 28,950 | 0 | 0 |
Stock-based compensation | 558,395 | 8,349,862 | 286,132 |
Loss from disposal of subsidiaries | 4,664 | 0 | 0 |
Other income/(expenses) | 23,318 | 0 | |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Digital assets generated from mining business | (783,438) | (664,307) | 0 |
Digital assets received as payment | 0 | (5,864) | (17,863) |
Digital assets used to pay expenses | 0 | 2,141,375 | 6,924 |
Disposal of digital assets | 998,902 | 325,987 | 647 |
Accounts receivable, net of allowance | 0 | 380,510 | 835,533 |
Prepaid expenses and other current assets | 1,281,109 | (1,105,481) | (740,150) |
Right-of-use assets | (873,878) | 0 | 0 |
Deferred tax assets | (251,005) | 0 | 0 |
Accounts payable | 22,075 | 0 | 0 |
Advance from customers | 80,000 | 0 | 0 |
Accrued expenses and other current liabilities | (87,867) | (184,429) | (161,626) |
Lease liabilities | 904,132 | 0 | 0 |
Net cash (used in)/provided by continuing operations | (582,423) | (1,024,252) | 351,623 |
Net cash used in discontinued operations | 0 | (386,777) | (957,591) |
Net cash used in operating activities | (582,423) | (1,411,029) | (605,968) |
Cash flows from investing activities: | |||
Purchase of fixed assets | (7,222) | 0 | 0 |
Loan to affiliate person | (25,000) | 0 | 0 |
Net cash used in continuing operations | (32,222) | 0 | 0 |
Net cash provided by discontinued operations | 0 | 0 | 144 |
Net cash (used in)/provided by investing activities | (32,222) | 0 | 144 |
Cash flows from financing activities: | |||
Issuance of common stock | 7,900,300 | 713,082 | 300,000 |
Borrowings | 400,000 | 935,793 | 0 |
Cash paid for debt | (579,875) | (93,091) | 0 |
Net cash provided by continuing operations | 7,720,425 | 1,555,784 | 300,000 |
Net cash provided by discontinued operations | 0 | 120,419 | 0 |
Net cash provided by financing activities | 7,720,425 | 1,676,203 | 300,000 |
Effect of exchange rate changes by continuing operations | (8,543) | 2,953 | 43,374 |
Effect of exchange rate changes by discontinued operations | 0 | 403 | 2,022 |
Effect of exchange rate changes | (8,543) | 3,356 | 45,396 |
Increase/(decrease) in cash and cash equivalents | 7,097,237 | 268,530 | (260,428) |
Cash and cash equivalents, beginning of the year | 174,783 | 435,211 | |
Cash and cash equivalents of continuing operations, end of the year | 7,537,873 | 440,636 | 142,557 |
Cash and cash equivalents of discontinued operations, end of the year | 0 | 2,677 | 32,226 |
Cash and cash equivalents, end of the year | 7,537,873 | 174,783 | |
Supplement disclosure of cash flow information: | |||
Supplement disclosure of cash flow information Interest paid | $ 0 | $ 0 | $ 4 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Mercurity Fintech Holding Inc. (the “Company”), was incorporated in Cayman Islands on July 13, 2011. On December 28, 2016, the Company changed its name from Wowo Limited to JMU Limited. On April 30, 2020, the Company changed its name from JMU Limited to Mercurity Fintech Holding Inc., The Company completed its initial public offering (“IPO”) in National Association of Securities Dealers Automated Quotation (“NASDAQ”) on April 8, 2015. Prior March 1, 2020, the Company and its subsidiaries, variable interest entities (“VIEs”) and VIEs’ subsidiaries were primarily engaged in the sale of rice, flavor, bean oil, seafood, wine and some other types of generic food and beverage products through its website www.ccjoin.com though operating a business-to-business (“B2B”) online e-commerce platform that provides integrated services to suppliers and consumers in the catering industry in the People’s Republic of China (“PRC”). On May 21, 2019, the Company acquired Unicorn Investment Limited (“Unicorn”) and its subsidiaries and a VIE (“the Acquisition of Unicorn”). Pursuant to a share purchase agreement, the Company purchased all the issued and outstanding shares of Unicorn from its shareholder for the consideration of 632,660,858 newly issued ordinary shares of the Company. On that date, Unicorn, a developer of asset transaction platform products based on blockchain technologies, became a wholly owned subsidiary of the Company. On December 28, 2020, Unicorn changed its name from Unicorn Investment Limited to Mercurity Limited. On July 22, 2019, the Company sold all of its equity interests in New Admiral Limited, a subsidiary of the Company, together with all of its subsidiaries and consolidated VIEs and their respective subsidiaries (collectively, the “Food Supply Chain Entities”), which were engaged in the Company’s food supply chain business. The sale was pursuant to a definitive agreement entered into between the Company and Marvel Billion Development Limited, company with limited liability incorporated under the laws of Hong Kong (the “Buyer”), in exchange for the Buyer’s payment of $1,000,000 and the assumption of $4,521,053 of net liabilities of the Food Supply Chain Entities. This disposal represents a strategic shift and has a major effect on the Company’s results of operations. Accordingly, assets and liabilities, Revenue and expenses, and cash flows related to the Food Supply Chain Entities have been reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. On March 1, 2020, the Company acquired NBpay Investment Limited (“NBpay”) and its subsidiaries and a VIE (“the Acquisition of NBpay”). Pursuant to a share purchase agreement, the Company purchased all the issued and outstanding shares of Unicorn from its shareholder for the consideration of 761,789,601 newly issued ordinary shares of the Company. On that date, NBpay, a developer of asset transaction platform products based on blockchain technologies, became a wholly owned subsidiary of the Company. After the Acquisition of Unicorn and the Acquisition of NBpay, blockchain technical services became the principal business of the Company, which to design and develop digital asset transaction platforms based on blockchain technologies for customers to facilitate asset trading, asset digitalization and cross-border payments and provide supplemental services for such platforms, such as customized software development services, maintenance services and compliance support services. In August 2021, the board and the management of the Company changed and the future business plan was recalibrated. The Company added cryptocurrency mining as one of the main businesses going forward. The Company entered into cryptocurrency mining pools by executing a business contract with a collective mining service provider on October 22, 2021 to provide computing power to the mining pool and derived USD Due to the extremely adverse regulatory measures taken by the Chinese government in 2021 in the field of digital currency production and transaction, the Company's board of Directors decided on December 10, 2021 to divest the Chinese companies of the related business controlled through VIE agreements, and the divestiture was completed on January 15, 2022. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) According to the Company's five-year business plan laid out in the second half of 2021, the Company had originally planned to start physical cryptocurrency mining operations in the United States on a large scale in March 2022, but due to the Recovery Proceeding and the Bitcoin market price crash, the Company has delayed the implementation of some of these projects. In the first half of 2022, the Company completed a novel software for the quantitative trading of digital assets through independent research and development. The software will first be implemented internally to enhance the quantitative cryptocurrency investment business before it will be made available to the public. In the second half of 2022, the board and the management of the Company changed and the future business plan was recalibrated again. The Company's business will include: 1) Distributed computing and storage services business, including cryptocurrency mining and distributed computing and storage services for more other application areas; 2) Digital consultation services, providing digital payment solutions, asset management, and a continued expansion into online and traditional brokerage services; 3) Blockchain technical services business, providing designing and developing digital asset transaction platforms, digital asset quantitative investment software and other innovative and derivative services based on blockchain technologies. On July 15, 2022, the Company incorporated Mercurity Fintech Technology Holding Inc.(“MFH Tech”) in US, which plans to develop distributed computing and storage services and digital consultation services. On August 23, 2022, MFH Tech signed a Consulting Agreement with a Chinese media company, pursuant to which MFH Tech will serve as an independent contractor in order to facilitate the Client to conduct its initial public offering, and derived USD$80,000 related revenue in 2022. On December 15, 2022, the Company entered into an asset purchase agreement with Huangtong International Co., Ltd., providing for the acquisition and purchase of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices, for an aggregate consideration of USD$5,980,000, payable in the Company’s ordinary shares. The investment is made with an aim to own mining machines capable of gathering, processing, and storing vast amounts of data, to advance the cryptocurrency mining business, and to further solidify the Company as a pioneer in the creation of the Web3 framework. The assessed value of the Web3 decentralized storage infrastructure is $5,982,900. In addition, the Company also received 104646.5806 filecoins from Huangtong International Co., Ltd. for free. On December 20, 2022, the assets began to be used for Filecoin mining operations and the effective computing power is expected to reach 64 PiB. As of December 31, 2022, the Company’s subsidiaries are as follows: Date of Place of Percentage acquisition/ establishment/ of legal registration incorporation ownership Subsidiaries: Mercurity Fintech Technology Holding Inc. July 15, 2022 US 100 % Mercurity Limited May 21, 2019 British Virgin Islands 100 % Ucon Capital (HK) Limited May 21, 2019 Hong Kong 100 % Beijing Lianji Future Technology Co., Ltd. May 21, 2019 PRC 100 % NBpay Investment Limited March 2, 2020 British Virgin Islands 100 % NBpay Fintech Pte Ltd. March 2, 2020 Singapore 100 % Golden Nation Ltd. October 17, 2021 US 100 % 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE termination On December 24, 2021, the board of the Company decided to dismantle the VIE structure and divest Beijing Lianji Technology Co., Ltd. and Mercurity (Beijing) Technology Co., Ltd., which were controlled by the VIE agreement, due to the impact of the adverse policies issued by the Chinese government on the original business. Therefore, in the financial statements for the year ended December 31, 2021, Beijing Lianji Technology Co., Ltd. and Mercurity (Beijing) Technology Co., Ltd. are listed as discontinued concerns. On January 15, 2022, Beijing Lianji Future Technology Co., Ltd., Beijing Lianji Technology Co., Ltd. (VIE), signed a Termination Agreement Re Existing Control Documents with Wang Zhiyou and Zhou Jie, the 2b3np shareholders of Beijing Lianji Technology Co., Ltd.. According to the agreement, from the date hereof, each Party no longer retains any right under the Existing Control Documents and no longer needs to perform any obligation under the Existing Control Documents. However, the rights and obligations actually exercised by each Party based on any Existing Control Documents shall remain effective. Any income or other benefits of any nature funds obtained or actually received by any Party based on the Existing Control Documents need not be returned to the opposite Party, and the existing accounts receivable and payable between the Parties shall still be paid. Meanwhile, Beijing Lianji Future Technology Co., Ltd., Beijing Lianji Technology Co., Ltd., Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc. jointly signed an Agreement on Modification of Customer's Rights and Obligations. Beijing Lianji Technology Co., Ltd. transfered all of its receivables and other creditor's rights to Beijing Lianji Future Technology Co., Ltd., and all debts owned by Beijing Lianji Technology Co., Ltd. to Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc were borne by Beijing Lianji Future Technology Co., Ltd.. On January 15, 2022, Beijing Lianji Future Technology Co., Ltd., Mercurity (Beijing) Technology Co., Ltd. (VIE), signed a Termination Agreement Re Existing Control Documents with Wang Zhiyou, the shareholders of Beijing Lianji Technology Co., Ltd.. According to the agreement, from the date hereof, each Party no longer retains any right under the Existing Control Documents and no longer needs to perform any obligation under the Existing Control Documents. However, the rights and obligations actually exercised by each Party based on any Existing Control Documents shall remain effective. Any income or other benefits of any nature funds obtained or actually received by any Party based on the Existing Control Documents need not be returned to the opposite Party, and the existing accounts receivable and payable between the Parties shall still be paid. Meanwhile, Beijing Lianji Future Technology Co., Ltd., Mercurity (Beijing) Technology Co., Ltd., Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc. jointly signed an Agreement on Modification of Customer's Rights and Obligations. Mercurity (Beijing) Technology Co., Ltd. transfered all of its receivables and other creditor's rights to Beijing Lianji Future Technology Co., Ltd., and all debts owned by Mercurity (Beijing) Technology Co., Ltd. to Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc were borne by Beijing Lianji Future Technology Co., Ltd. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE termination (continued) The financial results of Beijing Lianji Technology Co. and Mercurity (Beijing) Technology Co., Ltd. are summarized set out below. The assets, liabilities, revenue and expenses have been reclassified as discontinued operations to retrospectively reflect the changes for the year ended December 31, 2021 and 2022. As of December 31, 2022 2021 Carrying amounts of assets under disposal Cash and cash equivalents — 2,677 Prepaid expenses and other current assets, net — 1,726 Total current assets of discontinued operations — 4,403 Total assets of discontinued operations 4,403 Carrying amounts of liabilities under disposal Accrued expenses and other current liabilities — 3,194 Amounts due to related parties — 27,744 Total current liabilities of discontinued operations — 30,938 Total liabilities of discontinued operations — 30,938 For the year ended December 31, 2022 2021 Revenue — 122,343 Cost of revenue — (41,668) Gross profit — 80,675 General and administrative — (334,880) Impairment loss — (8,107,943) Operating loss from discontinued operations — (8,362,148) Interest expense, net — 91 Other income/(expenses), net — 1,735 Net loss from discontinued operations — (8,360,322) 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE termination (continued) The Company confirmed January 15, 2022 as the disposal date of Beijing Lianji Technology Co., Ltd. and Mercurity (Beijing) Technology Co., Ltd.(“the VIEs”). The assets and liabilities of the VIEs as of the disposal date and the loss from disposal of VIEs are as follows: For the year Ended January 15, 2022 (Disposal Date) Beijing Lianji Technology Co., Ltd. Mercurity (Beijing) Technology Co., Ltd. Total Cash and cash equivalents 3,379 2,455 5,834 Due from the related party 95,239 313,475 408,714 Prepaid expense and other current assets, net 1,732 — 1,732 Total current assets 100,350 315,930 416,280 Total assets 100,350 315,930 416,280 Accrued expenses and other current liabilities 16,594 14,441 31,035 Due to the related party 315,050 96,814 411,864 Total current liabilities 331,644 111,255 442,899 Total liabilities 331,644 111,255 442,899 Net assets (i) (231,294) 204,675 (26,619) Disposal consideration (ii) — — — Other comprehensive income/loss (iii) (64,319) 33,036 (31,283) Loss from disposal of VIEs (iv, iv = ii – I + iii) 166,975 (171,639) (4,664) Assets and liabilities, Revenue and expenses, and cash flows related to the divested VIE entities had been reclassified in the accompanying consolidated financial statements as discontinued operations for the year ended December 31, 2020 and 2021. The financial statements of the Company for the year ended December 31, 2022 recognized the loss from disposal of VIEs as $4,664. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Previous Financial Statements Changes from Impairment of Intangible Assets Intangible assets with indefinite useful life are not amortized and are tested for impairment annually or more frequently, if events or changes in circumstances indicate that they might be impaired in accordance with ASC Subtopic 350-30, Intangibles-Goodwill and Other: General Intangibles Other than Goodwill (“ASC 350-30”). ASC 350-30-35-18 and ASC 350-30-35-19 call for that we should consider all circumstances that could lead to impairment of the intangible assets, take a more cautious method to test whether impairment of the intangible assets is likely to occur, and test more frequently. The intangible assets of the Company are cryptocurrencies which are measured at cost. The cryptocurrencies received from cryptocurrency mining operations recognize the cost of intangible assets based on the market price at the time of acquisition. Due to the price crash of Bitcoin in 2022, the Company, out of caution, decided to change the impairment test method of Bitcoin and other cryptocurrencies from testing once or twice a year by calculating the fair value based on the average daily closing price of the past 12 months to testing every day by calculating the fair value based on the intraday low price. Because the intraday low price of cryptocurrencies to be utilized in calculating impairment of our cryptocurrencies held as that metric is the most accurate indicator of whether it is more likely than not that the asset is impaired. Updating of the Company’s historical calculations of the cryptocurrencies impairment amounts resulted in correction of Impairment of Intangible assets. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the changes from qualitative and quantitative perspectives, and concluded that the changes were material to the Consolidated Balance Sheet as of December 31, 2021 and Consolidated Statements of Operations, Equity, and Cash Flows for the year ended December 31, 2021. We restated the impacted financial statements as of December 31, 2021, and for the year ended December 31, 2021, and related notes included herein to correct these changes. Reclassification of previously Issued consolidated statements of operations and cash flows In the previously issued consolidated statements of operations for the year ended December 31, 2021, we did not clearly disclose the Provision for Doubtful Accounts, (Loss)/Income on disposal of intangible assets and Impairment loss of intangible assets, which were generally listed in Impairment Loss. In the previously issued consolidated statements of cash flows for the year ended December 31, 2020 and 2021, we listed the increase and decrease of our cryptocurrencies in cash flows from investing activities, but based on our current and future business structure, it should be listed in cash flows from operating.We decided to restate these items in the current consolidated statement. The following tables present the effects of correcting these changes on the Company’s financial statements as of December 31, 2021, and for the year ended December 31, 2021. As of December 31, 2021 Consolidated Balance Sheet As previously reported Adjustment As restated Intangible assets 8,197,290 (919,573) 7,277,717 Total non-current assets 8,197,290 (919,573) 7,277,717 Total assets 9,939,194 (919,573) 9,019,621 Accumulated deficits (660,765,745) (919,573) (661,685,318) Total shareholders’ equity 8,567,212 (919,573) 7,647,639 Total Liabilities and Shareholders’ Equity 9,939,194 (919,573) 9,019,621 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED) For the year ended December 31, 2021 Consolidated Statements of Operations As Adjustment As Impairment loss (i) (2,123,904) 2,123,904 — Provision for doubtful accounts — (1,750,909) (1,750,909) Income from disposal of intangible assets — 121,020 121,020 Impairment loss of intangible assets (i) — (1,292,568) (1,292,568) Total operating expenses (12,475,261) (798,553) (13,273,814) Operating loss (12,507,769) (798,553) (13,306,322) Other income/(expenses), net 120,877 (121,020) (143) Loss before provision for income taxes (12,385,809) (919,573) (13,305,382) Loss from continuing operations (12,385,809) (919,573) (13,305,382) Net loss (20,746,131) (919,573) (21,665,704) As of December 31, 2021 Total Mercurity Fintech Holding Inc. Total shareholders’ shareholders’ Consolidated Statements of Stockholders' Equity Accumulated deficits equity equity Net loss (as previously reported) (20,746,131) (20,746,131) (20,746,131) Net loss (adjustment) (919,573) (919,573) (919,573) Net loss (as restated) (21,665,704) (21,665,704) (21,665,704) Balance as of December 31, 2021 (as previously reported) (660,765,745) 8,567,212 8,567,212 Balance as of December 31, 2021 (adjustment) (919,573) (919,573) (919,573) Balance as of December 31, 2021 (as restated) (661,685,318) 7,647,639 7,647,639 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED) For the year ended December 31, 2021 Consolidated Statements of Cash Flows As Adjustment As Net loss (20,746,131) (919,573) (21,665,704) Net loss from continuing operations (12,385,809) (919,573) (13,305,382) Adjustments to reconcile net loss to net cash used in operating activities: Impairment loss 2,123,904 (2,123,904) — Provision for doubtful accounts — 1,750,909 1,750,909 Impairment loss of intangible assets — 1,292,568 1,292,568 Digital assets generated from mining business — (664,307) (664,307) Digital assets received as payment — (5,864) (5,864) Digital assets used to pay expenses — 2,141,375 2,141,375 Disposal of digital assets — 325,987 325,987 Prepaid expenses and other current assets (1,724,999) 619,518 (1,105,481) Accrued expenses and other current liabilities (241,143) 56,714 (184,429) Net cash used in continuing operations (3,618,695) 2,594,443 (1,024,252) Net cash used in operating activities (4,005,472) 2,594,443 (1,411,029) Cash flows from investing activities: Digital assets received as payment (5,864) 5,864 — Digital assets used to pay expenses 2,174,319 (2,174,319) — Disposal of digital assets 425,988 (425,988) — Net cash (used in)/provided by continuing operations 2,594,443 (2,594,443) — Net cash (used in)/provided by investing activities 2,594,443 (2,594,443) — For the year ended December 31, 2020 Consolidated Statements of Cash Flows As previously reported Adjustment As restated Adjustments to reconcile net (loss)/income to net cash used in operating activities: Digital assets received as payment — (17,863) (17,863) Digital assets used to pay expenses — 6,924 6,924 Disposal of digital assets — 647 647 Cash flows from investing activities: Digital assets received as payment (17,863) 17,863 — Digital assets used to pay expenses 7,571 (7,571) — Disposal of digital assets — — — Net cash (used in)/provided by continuing operations (10,292) 10,292 — Net cash (used in)/provided by investing activities (10,148) 10,292 144 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED) The remainder of these notes to the consolidated financial statements have been updated, as applicable, to reflect the impacts of the revisions described above. Calculation and Restatement of the loss per share in current and previously issued consolidated statements of operations based on the new number of the ordinary shares after the 2023 Share Consolidation On December 29, 2022, the Company’s Board of Directors approved the proposal on the share consolidation to the authorized share capital (the “Share Consolidation”) at a ratio of four hundred (400)-for-one (1) with the par value of each ordinary share changed to US$0.004 per ordinary share, which will be effective on February 28, 2023. According to ASC 260-10-55-12, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of basic and diluted EPS shall be adjusted retroactively for all periods presented to refiect that change in capital structure. If changes in common stock resulting from stock dividends, stock splits, or reverse stock splits occur after the close of the period but before the financial statements are issued or are available to be issued, the per-share computations for those and any prior period financial statements presented shall be based on the new number of shares. If per-share computations reflect such changes in the number of shares, that fact shall be disclosed. 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED) Calculation and Restatement of the loss per share in current and previously issued consolidated statements of operations based on the new number of the ordinary shares after the 2023 Share Consolidation (continued) For the year ended December 31, Consolidated Statements of Operation 2022 2021 2020 Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. (5,634,971) (21,665,704) (1,651,273) Continuing operations — (13,305,382) (693,318) Discontinued operations (5,634,971) (8,360,322) (957,955) Before the Share Consolidation: Weighted average shares used in calculating basic net loss per ordinary share 5,774,269,431 3,888,373,404 2,675,881,652 Weighted average shares used in calculating diluted net loss per ordinary share 5,774,269,431 3,888,373,404 2,675,881,652 Net Loss per ordinary share Basic (0.00) (0.00) (0.00) Diluted (0.00) (0.00) (0.00) Net Loss per ordinary share from continuing operation Basic (0.00) (0.00) (0.00) Diluted (0.00) (0.00) (0.00) Net Loss per ordinary share from discontinued operation Basic (0.00) (0.00) (0.00) Diluted (0.00) (0.00) (0.00) After the Share Consolidation: Weighted average shares used in calculating basic net loss per ordinary share 14,435,674 9,720,934 6,689,704 Weighted average shares used in calculating diluted net loss per ordinary share 14,435,674 9,720,934 6,689,704 Net Loss per ordinary share Basic (0.39) (2.23) (0.25) Diluted (0.39) (2.23) (0.25) Net Loss per ordinary share from continuing operation Basic (0.39) (1.37) (0.10) Diluted (0.39) (1.37) (0.10) Net Loss per ordinary share from discontinued operation Basic — (0.86) (0.14) Diluted — (0.86) (0.14) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going concern The Company had an accumulated deficit of approximately $667 million as December 31, 2022 and had a net loss of approximately $5.6 million for the year ended December 31, 2022. In connection with the Company's assessment of going concern considerations in accordancewith Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15. “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern”, the Company has incurred recurring operating losses and negative cash flows from operating activities and has an accumulated deficit, management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern. Although the Company was still unable to achieve better operating results in 2022, with the restructuring of the board and management in the second half of 2022, the Company secured new financing and clarified new business plans. The Company's business will include: 1) Distributed computing and storage services business, including cryptocurrency mining and distributed computing and storage services for more other application areas; 2) Digital consultation services, providing digital payment solutions, asset management, and a continued expansion into online and traditional brokerage services; 3) Blockchain technical services business, providing designing and developing digital asset transaction platforms, digital asset quantitative investment software and other innovative and derivative services based on blockchain technologies. The Company received US$3.15 million, US$5 million and US$5 million from three PIPEs in November 2022, December 2022 and January 2023 and then received US$9 million from an unsecured convertible promissory note issued on February 2023. In December 2022, the Company purchased a series of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices, for an aggregate consideration of USD$5,980,000, payable in our ordinary shares, and the assets began to be used for Filecoin mining operations and the effective computing power is expected to reach 64 PiB. In January 2023, the Company entered into an asset purchase agreement to purchase 5,000 Antminer S19 PRO Bitcoin mining machines, for an aggregate consideration of USD$9,000,000. These machines will be delivered by July 10, 2023, and will be used for physical Bitcoin mining business. Despite the widespread cryptocurrency slump in 2022, based on the average price of Bitcoin and Filcoin in the first quarter of 2023, the Company is likely to see profits from Bitcoin and Filecoin physical mining in 2023. The Company are also expanding the digital advisory services team, and will step by step acquire asset management and brokerage licenses, and increase marketing efforts to gain more clients for consultation services business. What’s more, the Company will establish a new technical services team in China for futher technical services business. Although the Company experienced significant changes in 2022, the management believes that the Company is about to embark on a period of sustained improvement. As a result, the consolidated financial statements have been prepared assuming the Company will continue as a going concern. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities as that might be necessary if the Company is unable to continue as a going concern. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basis of presentation and use of estimates The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of Revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Group’s consolidated financial statements include, but are not limited to, allowance for credit losses, useful lives of property and equipment and intangible assets, impairment of long-lived assets, long-term investments and goodwill, the valuation of cryptocurrencies, realization of deferred tax assets, uncertain income tax positions, share-based compensation, valuation of contingent consideration from business combination and purchase price allocation for business combinations and assets acquisition. Actual results could materially differ from those estimates. Principle of consolidation The consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries and VIEs in which it has a controlling financial interest. The results of the subsidiaries and VIEs are consolidated from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. Furthermore, if the Company demonstrates that it has ability to control the VIEs through its rights to all the residual benefits of the VIEs and its obligation to fund losses of the VIEs then the entity is consolidated. All significant intercompany balances and transactions among the Company, its subsidiaries and VIEs have been eliminated on consolidation. Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. Business combinations The Group accounts for its business combinations using the purchase method of accounting in accordance with ASC 805 (“ASC 805”), “Business Combinations”. The purchase method of accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Group acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. Contingent consideration is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value as of each reporting date until the contingency is resolved, and subsequent changes in fair value are recognized in earnings. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over, (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Business combinations (continued) If investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalized transaction costs, and does not result in the recognition of goodwill. The cost of the acquisition is allocated to the assets acquired on the basis of relative fair values. Discontinued operations A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Where an operation is classified as discontinued, a single amount is presented on the face of the consolidated statements of operations. The amount of total current assets, total non-current assets, total current liabilities and total noncurrent liabilities are presented separately on the consolidated balance sheets. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of Revenue and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, provision for other receivables, estimating useful lives and impairment for intangible assets, impairment of goodwill, valuation allowance for deferred tax assets and share-based compensation. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. Foreign currency The functional and reporting currency of the Company is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of the Company’s subsidiary, Mercurity Limited, is U.S. dollars. The functional currency of the Company’s HK subsidiaries, Ucon, is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of NBPay Investment limited is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of NBPay Fintech Pte Ltd is the United States dollar (“U.S. dollars”, “US$” or “$”). The financial records of the Group’s subsidiary and VIE located in the PRC are maintained in their local currencies, the Renminbi (“RMB”), respectively, which are also the functional currencies of these entities. Transactions denominated in currencies other than the respective entities’ functional currencies are re-measured into the functional currencies, in accordance with Accounting Standards Codification (“ASC”) 830 (“ASC 830”) Foreign Currency Matters, at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currencies at the exchange rates prevailing at the balance sheet date. All foreign exchange gains or losses are included in the consolidated statements of operations. Assets and liabilities are translated to the reporting currency at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and Revenue, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of consolidated statements of comprehensive loss. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal and use and have original maturities less than three months. Security Deposit Security deposit is money that is given to a landlord, lender, or seller of a home or apartment as proof of intent to move in and care for the domicile. The security deposits of the Company on the balance sheet for the year ended December 31, 2022 are the frozen funds deposited in the Company's bank account in accordance with the office rental contract, including $33,909 which can be lifted within one year and $57,300 which can be lifted in the second and third years. Accounts receivable, net of allowance Since January 1, 2020, the company adopted the new Current Expected Credit loss rule (“CECL” standard) and recognizes its estimate of expected credit losses as an allowance to its account receivable. The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Changes in the allowance for credit losses are recognized in general and administrative expenses. Accounts receivable are written-off against the allowance for credit losses when management deems the accounts are no longer collectible. Allowance for credit losses related to the Company’s accounts receivable was $1,147,131 as of December 31, 2021. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technical services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. Property and equipment, net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as follows: Category Estimated Useful Life Estimated Residual Machinery and equipment 6 years 10 % Electronics and office equipment 5 years 5 % 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property and equipment, net (continued) Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of comprehensive loss. Intangible Assets Intangible assets with indefinite useful life are not amortized and are tested for impairment annually or more frequently, if events or changes in circumstances indicate that they might be impaired in accordance with ASC Subtopic 350-30, Intangibles-Goodwill and Other: General Intangibles Other than Goodwill (“ASC 350-30”). The intangible assets of the Company are cryptocurrencies which are measured at cost. The cryptocurrencies received from cryptocurrency mining operations recognize the cost of intangible assets based on the market price at the time of acquisition. Due to the price crash of Bitcoin in 2022, the Company, out of caution, decided to change the impairment test method of Bitcoin and other cryptocurrencies from testing once or twice a year by calculating the fair value based on the average daily closing price of the past 12 months to testing every day by calculating the fair value based on the intraday low price. ASC 350-30-35-18 and ASC 350-30-35-19 call for that we should consider all circumstances that could lead to impairment of the intangible assets, take a more cautious method to test whether impairment of the intangible assets is likely to occur, and test more frequently. The intraday low price of cryptocurrencies to be utilized in calculating impairment of our cryptocurrencies held as that metric is the most accurate indicator of whether it is more likely than not that the asset is impaired. We restated the impacted financial statements as of December 31, 2021, and for the year ended December 31, 2021, and related notes included herein to correct these changes. We recognized $1,292,568 impairment loss of intangible assets for the year ended December 31, 2021 and $3,150,966 impairment loss of intangible assets for the year ended December 31, 2022 as the restated financial statements. Impairment of goodwill The Company annually, or more frequently if the Company believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist. Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit’s goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The Company has determined to perform the annual impairment tests on December 31 of each year. All of the $8,107,014 goodwill as of December 31, 2020 was attributable to the acquisition of Mercurity Limited and NBPay business. Because the entire business team and core technology of Mercurity Limited and NBPay were affiliated with their China subsidiaries, the Company allocated all the goodwill to the China subsidiaries. Due to the extremely adverse regulatory measures taken by the Chinese government in 2021 in the field of digital currency production and transaction, the Company's board of Directors decided on December 10, 2021 to divest the China subsidiaries of Mercurity Limited and NBPay controlled through VIE agreements, and the divestiture was completed on January 15, 2022. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Impairment of goodwill (continued) The Company considered that Mercurity Limited and NBPay would no longer be able to carry on there original businesses after the divestiture of there China subsidiaries, and the present value of Mercurity Limited and NBPay's reestimated future operating cash flows would be nil. So the Company recognised that all of the $8,107,014 goodwill attributed to the acquisition of Mercurity Limited and NBPay had no value as of December 31, 2021. As a result, the Company recognized the impairment loss of goodwill of $8,107,014 for the year ended December 31, 2021, which is shown as loss from discontinued operations in the consolidated income statement. Revenue recognition The Company generates Revenue primarily from cryptocurrency mining and consultation services in the year ended December 31, 2022. On January 1, 2019, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with historic accounting under ASC 605. The impact of adopting the new revenue standard was not material to consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2019. Under ASC 606, an entity recognizes revenue as the Company satisfies a performance obligation when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes revenue based on the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: Cryptocurrency mining The Company has entered into cryptocurrency mining pools by executing contracts with the mining pool operators or executing contracts with the sharing mining service providers to provide computing power or storage capacity to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power or storage capacity to the mining pool operator. In exchange for providing computing power or storage capacity, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power or storage capacity the Company contributed to the mining pool operator to the total computing power or storage capacity contributed by all mining pool participants in solving the current algorithm. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue recognition (continued) Cryptocurrency mining (continued) Providing computing power or storage capacity in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power or storage capacity is the only performance obligation in the Company’s contracts with mining pool operators or contracts with the sharing mining service providers. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under US GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. For the year ended December 31, 2022, the Company earned $783,090 in Bitcoin mining revenue from shared mining operations and $348 in Filecoin mining revenue from physical mining operations. Consultation services Considering that the contents of different projects of the Company's consultation service business varies greatly, we adopt the percentage-of-completion method to measure and recognize revenue for each consultation service project. The percentage-of-completion method recognizes income as work on a contract (or group of closely related contracts) progresses. The recognition of Revenue and profits is generally related to costs incurred in providing the services required under the contract. On August 23, 2022, the Company signed a Consulting Agreement with a Chinese media company, pursuant to which the Company will serve as an independent contractor in order to facilitate the Client to conduct its initial public offering. As of December 31, 2022, the project was approximately 50% on schedule and the Company recognized consultation service revenue of $80,000 for the year ended December 31, 2022 in line with the completion schedule. Technical services For software development, the Company recognizes revenue over time as the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. The Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Service other than those associated with the design, development, creation, testing, installation, configuration, integration and customization of fully operational software. It may be a service performance obligation, which is distinct from performance obligation for software development. Our services are provided to customers for a fixed amount over the contract service period and revenue is recognized on a straight-line basis over the term of the contract. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue recognition (continued) Technical services (Continued) None revenue of blockchain technical services Revenue were generated in 2022. Cost of revenue Cryptocurrency mining The cost of the Bitcoin shared mining operation includes the rental fee of the mining machine and the mine site, electricity and other possible operation and maintenance expenses. The cost of Bitcoin shared mining operations was recognized in 2021 in the amount of $702,679, including $563,955 for mining machines and mine leases and $138,724 for electricity. The cost of Bitcoin shared mining operations was recognized in 2022 in the amount of The cost of the Filecoin physical mining operation includes mining machine depreciation costs, mine site lease costs (including electricity), direct labor costs and software licensing costs. The cost of Filecoin physical mining operations was recognized in 2022 in the amount of $69,817, including mining machine depreciation costs of $28,950, mine lease costs (including electricity) of $22,075, direct labor costs of $4,000, and software licensing costs of $14,792. Consultation services The cost of consultation services consists primarily of payroll of the consultation project team. Sales and marketing expenses Sales and marketing expenses consist primarily of project referral fees for consultation services business. These costs are expensed as incurred. Operating leases The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term. For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Operating leases (continued) For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities. The leasing activities of the Company during 2022 are all for the Company to lease the office as the lessee and the Company classified them as operating leases, among which, the Company signed a long-term lease contract with a term of about 35 months for the New York office. The Company recognized right-of-use assets and lease liabilities on the consolidated balance sheet as of December 31, 2022. Income taxes The Company follows the liability method in accounting for income taxes in accordance to ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The Company applies the provision of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. Share-based payments Share-based payment awards with employees are measured based on the gr |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Dec. 31, 2022 | |
CONCENTRATION OF RISK | |
CONCENTRATION OF RISK | 4. CONCENTRATION OF RISK Credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality. Vulnerability due to change of regulations or policies The blockchain and cryptocurrency mining business could be significantly affected by, among other things, the regulatory and policy developments in international markets where the Company operates. Governmental authorities are likely to continue to issue new laws, rules and regulations governing the blockchain and cryptocurrency industry in and enhance enforcement of existing laws, rules and regulations. On January 15, 2022, the Company completed to dismantle the VIE structure and divest Beijing Lianji Technology Co. and Mercurity (Beijing) Technology Co., Ltd., which were controlled by the VIE agreement, due to the impact of the adverse policies issued by the Chinese government on the original business. As of December 31, 2022, the Company's main business related to cryptocurrencies has moved to the United States. Currency convertibility risk From time to time, the Company’s businesses may be transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. After the strategic shift mentioned above, the Company’s business is mainly transacted in U.S. dollar resulting minor exposure to currency convertibility risk. Foreign currency exchange rate risk From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. For RMB against U.S. dollar, there was depreciation of approximately 2.3% and 7.6% in the years ended December 31, 2021 and 2022 respectively. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To the extent that the Company needs to convert U.S. dollar into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends on ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. In addition, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of the Company’s earnings or losses. As the company does not mainly carry out business related to blockchain technical services in China in 2022, the impact of foreign currency exchange is not obvious. |
SECURITY DEPOSIT
SECURITY DEPOSIT | 12 Months Ended |
Dec. 31, 2022 | |
SECURITY DEPOSIT | |
SECURITY DEPOSIT | 5. SECURITY DEPOSIT Security Deposit consist of the following: December 31, December 31, 2022 2021 US$ US$ Security Deposit which can be lifted within one year 33,909 — Security Deposit which can be lifted in the second and third years 57,300 — Total 91,209 — The security deposits of the Company on the balance sheet for the year ended December 31, 2022 are the frozen funds deposited in the Company's bank account in accordance with the office rental contract, including $33,909 which can be lifted within one year and $57,300 which can be lifted in the second and third years. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | 6. ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for doubtful accounts consist of the following: December 31, December 31, 2022 2021 US$ US$ Accounts receivable 1,147,131 1,147,131 Less: allowance for doubtful accounts (i) 1,147,131 1,147,131 Accounts receivable, net — — (i) Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technical services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Prepaid expenses and other current assets consist of the following: December 31, December 31, 2022 2021 US$ US$ Other receivables, net of allowance for doubtful accounts of $nil, $nil and $nil at December 31, 2020, 2021 and 2022 10,925 — Prepaid professional service expenses — 3,578 Prepaid for rental fees of Bitcoin shared mining machine, mine site and electricity — 1,291,784 Total prepaid expenses and other current assets 10,925 1,295,362 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 8. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, December 31, 2022 2021 US$ US$ Machinery and equipment (i) 5,982,900 — Electronics and office equipment 7,222 — Total property and equipment 5,990,122 — Less: Accumulated depreciation 28,949 — Less: Provision for impairment — — Property and equipment, net 5,961,173 — (i) On December 15, 2022, the Company entered into an asset purchase agreement with Huangtong International Co., Ltd., providing for the acquisition and purchase of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices, for an aggregate consideration of $5,980,000 , payable in the Company’s ordinary shares. According to the Valuation Report for the Market Value for the Cryptocurrency Mining Servers issued by International United Consulting & Appraisal Limited on November 10, 2022, the market value of these assets is $5,980,000 . |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS, NET | |
INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following: December 31, December 31, 2022 2021 US$ US$ Bitcion (i) 5,972,282 5,189,195 USD Coin (ii) 2,003,332 3,002,231 Filecoin (iii) 315,376 — Others — 5,864 Total Cryptocurrencies 8,290,990 8,197,290 Less: Accumulated impairment (4,057,762) (919,573) Intangible assets, Net 4,233,228 7,277,717 (i) As of December 31, 2022, the original book value of 125.8584797 Bitcoins belonging to the company is $5,972,282 , of which 95.23843406 Bitcoins came from the PIPE closed on September 8, 2021 and 30.62004567 Bitcoins came from the Bitcoins shared mining business. We estimated the fair values of the Bitcoins based on the intraday low price of Bitcoin every day and respectively recognized $908,453 and $3,111,232 impairment loss for the year ended December 31, 2021 and 2022. (ii) As of December 31, 2022, the Company held 2,005,537.50 USD coins with the book value of $2,003,332 . We estimated the fair values of the USD Coins based on the intraday low price of USD Coin every day and respectively recognized $11,120 and $ nil impairment loss for the year ended December 31, 2021 and 2022. (iii) As of December 31, 2022, the Company held 104762.0706 Filecoins with the book value of $315,376 , of which 104646.5806 Filecoins came from the asset purchase agreement with Huangtong International Co., Ltd. closed on December 15, 2022 and 115.49 Filecoins came from the Filecoin physical mining business. We estimated the fair values of the Filecoins based on the intraday low price of Filecoin every day, and recognized $26,957 impairment loss for the year ended December 31, 2022. 9. INTANGIBLE ASSETS, NET (CONTINUED) The movement of intangible assets for the year ended December 31, 2020, 2021 and 2022 is as follows: December 31, December 31, 2022 2021 US$ US$ Balance as of January 1, 2021 and 2022 7,277,717 383,289 Addition: received Cryptocurrencies payments (i) 315,028 10,000,363 Purchase — — Mining out (ii) 783,438 664,307 Deduction: Payment made by Cryptocurrencies (iii) — (2,141,375) Deduction: disposal of Cryptocurrencies (iii) (998,902) (336,299) Impairment (iv) (3,144,053) (1,292,568) Balance as of December 31, 2021 and 2022 4,233,228 7,277,717 (i) The Company received 104646.5806 Filecoins with the book value of $ 315,028 from Huangtong International Co., Ltd., as a part of the asset purchase agreement closed on December 15, 2022. (ii) During the year ended 2022, the Company mined out 18.86491222 Bitcoin from the Bitcoin shared mining business, the fair market at the date the Bitcoins were mined out was $783,090 , and mined out 115.49 Filecoins from the Filecoin physical mining business, the fair market at the date the Filecoins were mined out was $348 . (iii) During the year ended 2022, the Company sold 1,000,000 USD coins with the book value of $998,902 and get $ 968,934 into the Company's bank account. (iv) We estimated the fair values of the cryptocurrencies based on the intraday low price every day and recognized $3,144,053 impairment loss for the year ended December 31, 2022, including $3,111,232 impairment loss of Bitcoins and $5,864 impairment loss of other cryptocurrencies. We wrote off the original value of the $5,864 cryptocurrencies and the $5,864 impairment in 2022 due to the platform where the wallet of the $5,864 cryptocurrencies was stored had gone out of business, we had been no longer able to withdraw the cryptocurrencies as of December 31, 2022. We estimated the fair values of the cryptocurrencies based on the intraday low price every day and recognized $1,292,568 impairment loss for the year ended December 31, 2021, including $908,453 impairment loss of Bitcoins, $11,120 impairment loss of USD Coins and $372,995 impairment loss of FFcoins and other cryptocurrencies. We wrote off the original value of the $1,208,339 FFcoins and other cryptocurrencies and the $1,208,339 impairment in 2021 due to the FFcoin platform had gone out of business, these FFcoins and other cryptocurrencies no longer had any market value as of December 31, 2021. Due to the price crash of Bitcoin in 2022, the Company, out of caution, decided to change the impairment test method of Bitcoin and other cryptocurrencies from testing once or twice a year by calculating the fair value based on the average daily closing price of the past 12 months to testing every day by calculating the fair value based on the intraday low price. We restated the impacted financial statements as of December 31, 2021, and for the year ended December 31, 2021, and related notes included herein to correct these changes. We recognized $1,292,568 impairment loss of intangible assets for the year ended December 31, 2021 and $3,150,966 impairment loss of intangible assets for the year ended December 31, 2022 as the restated financial statements. The book value of the totally 125.8584797 Bitcoins after the impairment on December 31, 2022 was $1,952,597, estimated with the lowest price in 2022 of $15,514.23 per Bitcoin. While as of March 31, 2023, the average daily closing price of Bitcoin in the past 3 months was $22,712.12 per Bitcoin, and the value of our Bitcoins calculated using the price of $22,712.12 per Bitcoin will be $2,858,513, so our consolidated financial statements for the year ended December 31, 2022 may understate the value of our Bitcoins. 9. INTANGIBLE ASSETS, NET (CONTINUED) In late February 2022, it came to the Company’s attention that the Company could not reach the Company’s former acting Chief Financial Officer, who was also the Company’s former Co-Chief Executive Officer, and a former member and Co-Chairperson of the Board. Around that time, the Company realized that it temporarily lost control of all cryptocurrencies attributed to the Company. A few days later the Company was informed that the former acting Chief Financial Officer had been taken away for personal reasons to cooperate with the investigation from Sheyang County Public Security Bureau, Yancheng City, Jiangsu Province, People’s Republic of China, leading to the Company’s hardware cold wallet and all cryptocurrencies held by the former Co-Chief Financial Officer being wrongfully seized and impounded by the Public Security Bureau. The book value on December 31, 2022 of the Bitcoins and USD Coins stored in the out-of-control wallets was $3,944,808, and the Company verified that Bitcoins and USD Coins with a book value as of December 31, 2022 of $3,469,762 stored in the out-of-control wallet had been transferred to other unknown wallets. The misplaced cryptocurrencies as follows: Cryptocurrencies Quantities Book value as of December 31, 2022 Bitcoins 125.8584797 $ 1,952,597 USD Coins 2,005,537.50 $ 1,992,211 PRC law firm Deheng Law Office (“Deheng”) has been representing the Company in our efforts to recover the wrongfully seized cold wallet and cryptocurrencies from the Public Security Bureau. On November 21, 2022, Deheng submitted the complaint and evidentiary materials to the Public Security Bureau according to the Criminal Procedure Law and the Provisions on Procedures of Handling Criminal Cases by Public Security Organs (the “PRC Criminal Law”). As of December 31, 2022, the Company and Deheng had not received any definitive response from the Public Security Bureau. The Company together with its PRC counsel will continue to vigorously pursue the Recovery Proceeding, attempting to regain its cold wallet and cryptocurrencies contained therein, which the Company believes were wrongfully seized and impounded by the Public Security Bureau. As the Recovery Proceeding has not yet concluded, the Company’s financial statements for the year ended December 31, 2022 do not recognize any related losses on the digital assets currently being held temporarily by the Public Security Bureau. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: December 31, December 31, 2022 2021 US$ US$ Accrued payroll and welfare 62,311 56,989 Accounts payable 22,075 — Advance from customers 80,000 — Payables for professional fees 69,552 157,643 Income taxes payable 2,294 — Other taxes payable 258 3,635 Other — 170 Total accrued expenses and other current liabilities $ 236,490 $ 218,437 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 11. INCOME TAXES Cayman Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. Hong Kong Under the Hong Kong tax laws, the Company’s subsidiaries in Hong Kong are subject to Hong Kong profits tax rate at 16.5%. No provision for Hong Kong profits tax was made for each of the three years ended December 31, 2022 on the basis that the Company’s Hong Kong subsidiaries did not have any assessable profits arising in or derived from Hong Kong for those years. Singapore On March 2, 2020, the Company acquired NBpay’s subsidiary NBpay Fintech Pte Ltd. Under the Singapore tax laws, the Company’s subsidiary in Singapore is subject to Singapore profits tax rate at 17%. No provision for Singapore profits tax was made for the year ended December 31, 2022 on the basis that the taxable income of the Company’s Singapore subsidiary was less than the exempted amount. People’s Republic of China The enterprise income tax (‘‘EIT’’) law applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. The EIT rate for the Company's entities operating in the PRC is 25%. United States On July 15, 2022, the Company incorporated Mercurity Fintech Technology Holding Inc. in New York, which plans to develop digital consultation services. In accordance with the New York State Corporate Income Tax Law, the New York State corporate income tax rate applicable to the company in the year ended December 31, 2022 is 6.5%, and $570 income taxes was credited to the Company. In accordance with the Federal Corporate Income Tax Law, the Federal corporate income tax rate applicable to the company in the year ended December 31, 2022 is 21%, and $1,723 income taxes was credited to the Company. 11. INCOME TAXES (CONTINUED) For the year ended December 31, 2022, loss or income before income taxes from continuing operations consists of: For the year ended For the year ended December 31, 2022 December 31, 2021 US$ US$ Cayman Islands (7,992,466) (17,246,659) US 8,776 — Hong Kong (1,317,169) (202,316) PRC (177,053) (1,341,425) Singapore — (9,187) The current and deferred components of the income tax expense from continuing operations in the consolidated statements of comprehensive loss are as follows: For the year ended For the year ended December 31, 2022 December 31, 2021 US$ US$ Current tax benefit (expense) (2,293) — Deferred tax benefit (expense) 251,004 — Income tax benefit (expense) 248,711 — The reconciliation of tax computed by applying the statutory income tax rate of 21% applicable to the US operation, 16.5% applicable to the Hong Kong operation, 25% applicable to the PRC operation and 17% applicable to the Singapore operation to income tax benefit from continuing operations is as follows: December 31, 2022 US$ US$ US$ US$ US$ US Hong Kong PRC Singapore Consolidated Income/(Loss) before income taxes 8,776 (1,317,169) (177,053) - (1,485,445) Income tax computed at applicable tax rates 1,843 (217,333) (44,263) - (259,753) Effect of different tax rates in different jurisdictions 451 - - - 451 Non-deductible expenses - 133,398 785 - 134,183 Current losses unrecognized deferred income tax - - 43,478 - 43,478 Prior losses recognized deferred income tax in current period - (6,632) - - (6,632) Change in valuation allowance in current period — (133,399) — — (133,399) Change in valuation allowance in prior period — (27,039) — — (27,039) Income tax expenses/(benefits) 2,294 (251,005) — — (248,711) Deferred tax assets The significant components of the Company’s deferred tax assets were as follows: December 31, 2022 US$ Deferred tax assets Net operating loss carry forwards 90,567 Valuation allowance 160,438 Total deferred tax assets 251,005 11. INCOME TAXES (CONTINUED) Deferred tax assets (continued) The Company considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets will more likely than not be realized: the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward years, the Company's experience with tax attributes expiring unused and tax planning alternatives. The Company's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward years provided for in the tax law. The Company will take Mercurity Limited and its Hong Kong and China subsidiaries as the operating entities of technical services business and digital consultation services business in the Asia-Pacific region. Ucon Capital (HK) Limited, the Hong Kong subsidiary of the Company, will be one of the important business subjects and generate profits in the future, and Hong Kong tax law does not stipulate the period for carrying forward uncovered losses, so the Company's financial statements recognized deferred income tax assets for the uncovered losses from Ucon Capital (HK) Limited in the year ended December 31, 2022. The Company has disposed of all the businesses of the VIE entities in China. It is uncertain whether the sole Chinese subsidiary as of December 31, 2022, Beijing Lianji Future Technology Co., Ltd., will be able to generate enough profit in the next five years to cover the accumulated uncovered losses, which can only be covered in the next five years under Chinese tax law, so the Company's financial statements did not recognize deferred income tax assets for the uncovered losses from Beijing Lianji Future Technology Co., Ltd. in the year ended December 31, 2022. Unrecognized Tax Benefits There were no aggregate undistributed earnings of the Company’s subsidiary located in the PRC available for dividend distribution. Therefore, no deferred tax liability has been accrued for the Chinese dividend withholding taxes that might be payable upon the distribution of aggregate undistributed earnings as of December 31, 2022. The impact of an uncertain tax position on the income tax return is recognized at the largest amount that is more- likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements for the year ended December 31, 2020, 2021 and 2022. The Company did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits within 12 months from December 31, 2022. The Company has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future years. Since the incorporation, the relevant tax authorities of the Company’s subsidiary and located in the PRC have not conducted a tax examination. In accordance with relevant PRC tax administration laws, tax years from 2016 to 2022 of the Company’s PRC subsidiary, remain subject to tax audits as of December 31, 2022, at the tax authority’s discretion. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | 12. LEASES As of December 31, 2022, the Company had operating leases for its New York and Shenzhen offices. The remaining lease terms ranges from 0.83 to 2.75 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2021, the weighted average remaining lease term was 1.8 years and the weighted average discount rate was 5%. The following table presents the operating lease related assets and liabilities recorded on the Group's consolidated balance sheet. As of December 31, 2022 2021 US$ US$ Right-of-use assets 873,878 — Impairment of right-of-use assets — — Right-of-use assets, net 873,878 — Operating lease liabilities - current 269,675 — Operating lease liabilities – non-current 634,457 — Total operating lease liabilities 904,132 — The following table presents the components of the Company’s office lease expense in 2022, which are included in general administrative on the consolidated statements of operations: For the year ended December 31, 2022 US$ Operating lease cost 60,578 Variable lease cost — Operating lease expense 60,578 Short-term lease rent expense 31,301 Total lease expense 91,879 The following table summarizes the maturity of operating lease liabilities as of December 31, 2022: US$ 2023 309,945 2024 375,940 2025 288,594 Total 974,479 Less: imputed interest (70,347) Present value of lease liabilities 904,132 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 13. SHAREHOLDERS’ EQUITY On April 8, 2015, the Company completed its IPO on NASDAQ by offering 4,000,000 ADSs, representing 72 million ordinary shares at price of $10 per ADS. On April 27, 2015, the Company issued an additional 220,000 ADSs, representing 3.96 million ordinary shares to the underwriter for exercising the overallotment option at price of $10 per ADS. The total proceeds from issuance of ordinary shares upon IPO are $37,294,600, after deducting the IPO related cost of $3,000,000. Upon the completion of the IPO, all of the Company’s then outstanding Series A-1, Series A-2 and Series B preferred shares were automatically converted into 12,202,988, 122,029,877 and 30,507,471 ordinary shares respectively, and immediately after the completion of the IPO, the indebtedness owed to Mr. Maodong Xu (“Mr. Xu”), one of the Company’s shareholders, amounting to $69.4 million was converted into 124,835,802 ordinary shares. On June 8, 2015, the Company issued 741,422,780 ordinary shares to the Company’s original shareholders for the acquisition of the Company. In addition, the Company initially agreed to issue 72,000,000 ordinary shares of the Company to Mr. Xu at a purchase price of $0.5556 per share, for a total purchase price of $40,000,000. On September 7, 2015, the Company and Mr. Xu reduced the number of shares to be purchased through a supplemental agreement resulting in a final subscription amount of $15,000,000 for 27,000,000 shares. On the same date, the Company issued an additional 27,000,000 ordinary shares to Mr. Xu in relation to his additional subscription. On September 27, 2015, the Company issued and transferred 38,363,112 ordinary shares to its depositary bank representing 2,131,284 ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs. On July 31, 2018, the Company decided to change the ADS-to-Share ratio from the ratio of one (1) ADS to eighteen (18) Shares to a new ratio of one (1) ADS to one hundred eighty (180) Shares. On May 21, 2019, the Company issued 632,660,858 ordinary shares to Unicorn’s original shareholders for the acquisition of Unicorn. On May 3, 2020, the Company issued 761,789,601 ordinary shares to NBpay’s original shareholders for the acquisition of NBpay. On May 20, 2020, the Company issued 90,000,000 ordinary shares to an investor through private placement for US$300,000. On August 13, 2020, the Company issued and transferred 36,000,000 ordinary shares to its depositary bank representing 1,000,000 ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs. On January 27, 2021 and March 3, 2021, the Company totally issued 210,000,000 ordinary shares to an investor for the private investment in public equity of US$700,000. On March 1, 2021, the Company issued and transferred 394,200,000 ordinary shares to its depositary bank representing 1,095,000 ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs. On September 8, 2021, the Company issued 571,428,570 ordinary shares to On September 27, 2021, the Company issued and transferred 399,999,960 ordinary shares to its depositary bank representing 1,111,111 ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs. On October 19, 2021, the Company issued 571,428,570 ordinary shares to three investors for the private investment in public equity of 5,000,000 USD Coins with a market value of approximately US$5 million. 13. SHAREHOLDERS’ EQUITY (CONTINUED) On November 21, 2022, the Company issued 2,423,076,922 ordinary shares to three investors for the private investment in public equity (the “PIPE”) of US$3.15 million, and issued 108,000,000 ordinary shares to pay the financing service fee of the PIPE. On December 20, 2022, the Company issued 3,676,470,589 ordinary shares to two investors for the private investment in public equity (the “PIPE”) of US$5 million. On December 15, 2022, the Company entered into an asset purchase agreement with Huangtong International Co., Ltd., providing for the acquisition and purchase of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices, for an aggregate consideration of USD$5,980,000, payable in the Company’s 2,718,181,818 ordinary shares. The Company issued the 2,718,181,818 ordinary shares on December 23, 2022. On December 23, 2022, the Company entered into a Securities Purchase Agreement in connection with a private investment in public equity (the “PIPE”) financing with an accredited non-U.S. investor to offer and sell the Company’s units, each consisting of one ordinary share and three warrants for total gross proceeds of USD$5 million. As of December 31, 2022, the Company had not yet issued the corresponding 4,545,454,546 ordinary shares to the investor. Therefore, the Ordinary Shares in the financial statements for the year ended December 31, 2022 does not include such unissued ordinary shares. The Company issued the 4,545,454,546 ordinary shares to the investor upon receiving the $5 million from the investor on January 10, 2023. As of December 31, 2020, 2021 and 2022, 55,983,312, 775,117,466 and 868,563,072 ordinary shares, respectively, out of these 868,563,072 ordinary shares had been issued to employees and former-employees upon the exercise of share options and the registration of vested RSUs. Therefore, as of December 31, 2020, 2021 and 2022, 18,379,800, nil and nil common shares, respectively, remained for future issuance. On December 29, 2022, the Company’s Board of Directors approved to proceed with: 1) the share consolidation and simultaneous change of the ADR ratio; 2) the transfer of the register of members of the Company; and 3) the termination of the deposit agreement. The Board approved the proposal on the share consolidation to the authorized share capital (the “Share Consolidation”) at a ratio of four hundred (400)-for-one (1) with the par value of each ordinary share changed to US$0.004 per ordinary share. Further, as approved by the Board, the Company will effect a simultaneous change of the American Depositary Receipts (“ADRs”) to ordinary share ratio from 1-to-360 to 1-to-1 (the “ADR Ratio Change”). The Board approved to terminate the Deposit Agreement, as amended (the “Deposit Agreement”) effective on February 28, 2023, by and among the Company, Citibank, N.A., and the holders and beneficial owners of American Depositary Shares outstanding under the terms of the Deposit Agreement dated as of April 13, 2015 and as amended. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
SHARE BASED COMPENSATION | |
SHARE BASED COMPENSATION | 14. SHARE BASED COMPENSATION 2011 Share Incentive Plan On February 1, 2011, the Board of Directors approved the Company 2011 Share Incentive Plan (‘‘2011 Plan’’). The 2011 Plan provides for the grant of options, restricted shares, and other share-based awards. The Company recognized compensation cost on the share options and restricted shares to employees under 2011 Plan on a straight-line basis over the requisite service period. The options granted during 2012 and 2013 vest ratably over 48 months and the options granted during 2014 vest on the first anniversary of the date of grant. On July 27, 2015, the Board of Directors approved to grant 28,841,700 Restricted Share Units (“RSUs”) awards pursuant to the 2011 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary share at the time the award vests with zero exercise price. The issued RSUs will vest 50%, and 50%, respectively, on each anniversary of the grant date. The Company recognizes share-based compensation cost on the RSUs on a straight-line basis over the vesting period from the grant date. 14. SHARE BASED COMPENSATION (CONTINUED) 2011 Share Incentive Plan (continued) On September 1, 2015, the Board of Directors approved that all 3,312,618 unvested options and 28,639,900 RSUs granted under the 2011 Plan became vested and exercisable as of September 1, 2015. Meanwhile, the Board of Directors also approved that all vested and accelerated vested options and RSUs shall be exercised within 2 years from the acceleration date, i.e. September 1, 2017, which was subsequently extended by another 1 year approved by the Company on June 20, 2017. On August 31, 2018, the Company approved to extend the expiration date of these Accelerated Awards by another 1 year to September 1, 2019. On August 31, 2019, the Company approved to extend the expiration date of these Accelerated Awards by another 1 year to September 1, 2020. An amendment to an existing stock option to extend the exercise period is considered a modification of stock option. The incremental value of the stock option granted to the current employees is recorded as additional compensation cost and the fair value of the modified stock option granted to former employees is record as financial liability when it is material. On July 1, 2016, under the 2011 Plan, the Board of Directors approved to grant 32,028,700 share options with exercise price of $0.20 per share to its employees and management. 40%, 30% and 30% of the shares subject to the options shall vest on the second, third and fourth anniversary of the vesting commencement date, respectively, provided that the optionee continues to be a service provider to the Company. On July 1, 2016, the Board of Directors also approved to grant 10,430,000 RSUs awards pursuant to the 2011 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs will vest 100% when the following two conditions are both met: a) on and after the first anniversary of the grant date and b) the market price of the Company’s ADS is not less than $7 per ADS. As the second condition was not met, nil RSU was vested as of December 31, 2019. The Company recognizes share-based compensation cost on the RSUs ratably over the 12 months from the grant date. On July 9, 2020, the Board of Directors also approved to grant 550,001 RSUs awards pursuant to the 2011 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs has a four -year time-based vesting schedule with a one On January 3, 2021, the management approved to grant 123,000 RSUs awards pursuant to the 2011 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs can be exercised immediately. On January 25, 2021, the management also approved to grant 224,000 RSUs awards pursuant to the 2011 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs can be exercised immediately. On March 1, 2021, due to a big change in the Company's major shareholders, the management announced that all motivated employees could accelerate the exercise of all RSUs that had been granted but had not yet reached the exercise period, with zero exercise price. 2020 Share Incentive Plan On November 24, 2020, the Board of Directors approved the Company 2020 Share Incentive Plan (“2020 Plan”). The 2020 Plan permits the awards of options, restricted shares, restricted share units or other types of awards approved by compensation committee of the board. The Company recognized compensation cost on the restricted shares to employees under 2020 Plan on a straight-line basis over the requisite service period. 14. SHARE BASED COMPENSATION (CONTINUED) 2020 Share Incentive Plan (continued) On November 24, 2020, the Board of Directors also approved to grant 205,600 RSUs awards pursuant to the 2020 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs issued RSUs has a four-year time-based vesting schedule with a one-year cliff. After the cliff, 1/12 of the remaining granted shares vest each quarter until the four-year vesting period is over. The Company recognizes share-based compensation cost on the RSUs ratably over the 4 years from the grant date. On January 3, 2021, the management also approved to grant 140,000 RSUs awards pursuant to the 2020 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs can be exercised immediately. On January 25, 2021, the management also approved to grant 100,000 RSUs awards pursuant to the 2020 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs can be exercised immediately. On March 1, 2021, due to a big change in the Company's major shareholders, the management announced that all motivated employees could accelerate the exercise of all RSUs that had been granted but had not yet reached the exercise period, with zero exercise price. On April 30, 2021, the management also approved to grant 20,000 RSUs awards pursuant to the 2020 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs can be exercised immediately. 2021 Share Incentive Plan On August 24, 2021, the Board approved the Company 2021 Share Incentive Plan (“2021 Plan”). The 2021 Plan permits the awards of restricted shares, restricted share units or other types of awards approved by compensation committee of the board. The Company recognized compensation cost on the restricted shares to employees under 2021 Plan on a straight-line basis over the requisite service period. On August 25, 2021, the management approved to grant 1,099,443 RSUs awards pursuant to the 2021 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. According to the decision of management, 527,777 RSUs can be exercised immediately, 50% of the rest 571,666 RSUs has a six months time-based vesting schedule, 50% of the rest 571,666 RSUs has a twelve months time-based vesting schedule. Restricted Shares Award Granted to Employees The following table summarizes the Company’s restricted shares award issued under the 2011 Plan for the year ended December 31, 2022(one share of RSU, or ADR equals to 360 shares of ordinary share ): Outstanding RSUs Number of Shares Grant date Fair value US$ Unvested as of January 1, 2022 112,501 2.43 Grant — Vested and transfer to grantee (37,500) 2.43 Forfeited and expected Forfeit (75,001) 2.43 Unvested as of December 31, 2022 — 14. SHARE BASED COMPENSATION (CONTINUED) Restricted Shares Award Granted to Employees There were no unvested restricted shares award issued under the 2020 Plan and the 2021 $286,132, $8,349,270, and $558,395 share-based compensation charged to operating expenses of continuing operations for the year ended December 31, 2020, 2021 and 2022 under the 2011 Plan, 2020 Plan and 2021 Plan. As of December 31, 2022, no unrecognized share-based compensation related to RSUs issued to employees and unrecognized share-based compensation related to share options |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
RELATED PARTY BALANCES AND TRANSACTIONS | 15. RELATED PARTY BALANCES AND TRANSACTIONS Nature of the relationships with related parties: Name Relationship with the Company Kaiming Hu Previous owner of NBpay group, former shareholder of Mercurity Zhiyou Wang Former director of Mercurity’s affiliated companys, former shareholder of Mercurity Guoda Technology (Shenzhen) Co., Ltd. A company associated with Zhiyou Wang Radiance Holding (HK) Limited Former shareholder of Mercurity Wei Zheng Director of Mercurity’s affiliated companys Ying Wang Associated with Zhiyou Wang a) As of December 31, 2022, the following balance was due from the related party: Net Amount due from the related party As of December 31, 2022 US$ Kaiming Hu (i) — Guoda Technology (Shenzhen) Co., Ltd. (ii) — Wei Zheng (iii) 25,000 i. The receivable due from Mr. Kaiming Hu is $556,083 at the end of December 31, 2021, related to capital contribution. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the receivable from Mr. Kaiming Hu in a timely manner. The Company made full provision for doubtful accounts for this receivable at the end of 2021. ii. The amounts represent the receivables of $1,503 due from Guoda Technology (Shenzhen) Co., Ltd. related to office lease fee settlement. As Guoda Technology (Shenzhen) Co., Ltd. ceased operations due to poor management in 2022, the Company was unable to recover this receivable, so the Company made full provision for doubtful accounts for this receivable in 2022. iii. On September 10, 2022, Mercurity Fintech Technology Holding Inc.(“MFH Tech”), a subsidiary of the Company, provided a loan of US $25,000 to Mr. Wei Zheng, the director of MFH Tech, with a term of one year . As of December 31, 2022, Mr. Wei Zheng has not repaid the loan. 15. RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED) b) As of December 31, 2021, the following balance was due to the related party: Net Amount due to the related party As of December 31, 2022 US$ Zhiyou Wang (i) 250,396 Radiance Holding (HK) Limited (ii) 273,000 Ying Wang (iii) 400,000 i. The amounts represent the payables of $250,396 due to Zhiyou Wang related to the Company’s borrowing from shareholders because of a temporary shortage of RMB funds. ii. The amounts represent the payables of $273,000 due to Radiance Holding (HK) Limited related to the Company’s borrowing shares from shareholders to pay agency fees with 100,000 ADSs of the Company. iii. On June 13, 2022, the Company issued a promissory note to Ying Wang, a Singapore resident associated with Zhiyou Wang, in the principal amount of up to USD $5,000,000 to provide for the Company’s working capital. The Note has a term of one year with the maturity date on June 1, 2023 and bears no interest other than any applicable imputed interest charged by the appropriate government authority. The balance of the Note may be prepaid at any time before the Maturity Date. As of December 31, 2022, the Company has received USD $0.4 million of the Note from the Noteholder . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Operating lease commitments The Company leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the year ended December 31, 2020, 2021 and 2022 were $18,589, $101,508 and $125,242, respectively. The future aggregate minimum lease payments under non-cancellable operating lease agreements were as follows: Years ending December 31, US$ 2023 380,420 2024 375,940 2025 288,594 Total 1,044,954 |
MAINLAND CHINA CONTRIBUTION PLA
MAINLAND CHINA CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2022 | |
MAINLAND CHINA CONTRIBUTION PLAN | |
MAINLAND CHINA CONTRIBUTION PLAN | 17. MAINLAND CHINA CONTRIBUTION PLAN Full time PRC employees of the Company are eligible to participate in a government-mandated multi- employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Company to accrue for these benefits based on a percentage of each employee’s income. Total provisions for employee benefits were $93,096 and $27,126 for the year ended December 31, 2021 and 2022, respectively, reported as a component of operating expenses of continuing operations when incurred. |
STATUTORY RESERVES AND RESTRICT
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 18. STATUTORY RESERVES AND RESTRICTED NET ASSETS In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Company’s subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries’ or the affiliated PRC entities’ discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Company’s subsidiaries are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2021 and 2022, none of the Company’s PRC subsidiaries has a general reserve that reached 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after-tax profits to the general reserve fund. Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the Board of Directors of each of the Company’s subsidiaries. As the Company’s PRC subsidiaries have been operating at a loss, they have yet to set aside any certain statutory reserves as of December 31, 2022, and the appropriation to these reserves by the Company’s PRC subsidiaries were all $nil for the year ended December 31, 2021 and 2022. As a result of these PRC laws and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance with the PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. Amounts restricted include paid-in capital and the statutory reserves of the Company’s PRC subsidiaries. As of December 31, 2022, the net assets of the Company’s PRC subsidiaries were negative. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS $5 million PIPEs financing engaged on December 23, 2022 and closed on January 10, 2023 On December 23, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) in connection with a private investment in public equity (the “PIPE”) financing with an accredited non-U.S. investor to offer and sell the Company’s aggregate of 4,545,454,546 units at a purchase price of $0.00110 per unit, each consisting of one ordinary share and three warrants for total gross proceeds of USD$5 million. The Company expects to use the net proceeds from the three rounds of PIPE financing to develop its Web3 and blockchain infrastructure, expand its consultation services, and pursue the licensure for cryptocurrency (“BitLicense”) from New York State Department of Financial Services although the Company cannot provide any assurance on actually obtaining the “BitLicense” in the near future or at all. The Company issued the 4,545,454,546 ordinary shares to the investor upon receiving the $5 million from the investor on January 10, 2023. $9 Million purchase of 5,000 Antminer S19 PRO Bitcoin mining machines engaged on January 10, 2023 On January 10, 2023, the Company entered into an asset purchase agreement with Jinhe Capital Limited, providing for the purchase of 5,000 Antminer S19 PRO Bitcoin mining machines, for an aggregate consideration of USD$9,000,000. These machines will be delivered by July 10, 2023, and will be used for physical Bitcoin mining business. 19. SUBSEQUENT EVENTS (CONTINUED) $9 Million Unsecured Convertible Promissory Note issued on February 6, 2023 On February 6, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with a non-U.S. investor. Pursuant to the SPA, the Company issued the Purchaser an Unsecured Convertible Promissory Note with a face value of $9 million upon receiving the Proceeds from the Purchaser on February 2, 2023. After deducting fees and expenses of attorneys, accountants, consultants, and financial advisors, the Company intends to use net proceeds from the Note to provide funding for developing Web3 and blockchain infrastructure, expanding its consultation services, as well as pursuing a cryptocurrency license from the New York State Department of Financial Services (“BitLicense”). However, the Company cannot provide any assurance on successfully obtaining the “BitLicense” for the foreseeable future or at all. The Note shall bear non-compounding interest at a rate per annum equal to 5% from the date of issuance until repayment of the Note unless the Purchaser elects to convert the Note into ordinary shares. If the Purchaser does not elect to convert the Note, then the outstanding principal amount and all accrued but unpaid interest on the Note shall be due and payable upon the one-year anniversary of the Issuance Date of the Note (the “Maturity Date”). The Purchaser has the right to convert the outstanding balance under the Note into the Company’s ordinary shares (the “Conversion Shares”) at a per share price equal to $0.00172 (the “Conversion Share Price,” equivalent to $0.62 per ADR) according to the terms and conditions of the Note. In addition, upon conversion of the Note, the Purchaser shall receive 100% warrant coverage equal to the number of Conversion Shares with the exercise price at the Conversion Share Price. The Share Consolidation and Change of the ADR ratio On December 29, 2022, the Company’s Board of Directors approved to proceed with: 1) the share consolidation and simultaneous change of the ADR ratio; 2) the transfer of the register of members of the Company; and 3) the termination of the deposit agreement. The Board approved the proposal on the share consolidation to the authorized share capital (the “Share Consolidation”) at a ratio of four hundred (400)-for-one (1) with the par value of each ordinary share changed to US$0.004 per ordinary share. Following the Share Consolidation, the authorized share capital of the Company will be US$250,000 divided into 62,500,000 ordinary shares with a par value of US$0.004 each (the “Ordinary Share”). Further, as approved by the Board, the Company will effect a simultaneous change of the American Depositary Receipts (“ADRs”) to ordinary share ratio from 1-to-360 to 1-to-1 (the “ADR Ratio Change”). The Board approved the transfer of the register of members of the Company from Maples Corporate Services Limited to VStock Transfer, LLC, which will act as the transfer agent of the Company’s ordinary shares, upon the suspension of the Company’s ADRs program and the commencement of trading the Company’s ordinary shares. The Board approved to terminate the Deposit Agreement, as amended (the “Deposit Agreement”) effective on February 28, 2023, by and among the Company, Citibank, N.A., and the holders and beneficial owners of American Depositary Shares outstanding under the terms of the Deposit Agreement dated as of April 13, 2015 and as amended. As a result of the Mandatory Exchange and Share Consolidation, ADR holders should expect to receive nine-tenths (0.9) of one (1) new ordinary share for every ADR held immediately before the Effective Date but the opening price of the ordinary share post the Share Consolidation and Mandatory Exchange should increase by one-ninth (1/9) of the closing price of the ADRs immediately before the Effective Date. As of February 28, 2023, the total number of ordinary shares issued and outstanding 19. SUBSEQUENT EVENTS (CONTINUED) Efforts to recover the Company’s misplaced digital assets (the “Recovery Proceeding”) On November 21, 2022, Deheng Law Firm (“Deheng”), the Company's attorney, submitted the complaint and evidentiary materials to the Sheyang Public Security Bureau according to the Criminal Procedure Law and the Provisions on Procedures of Handling Criminal Cases by Public Security Organs. On November 21, 2022, Deheng Law Firm (“Deheng”), the Company's attorney, submitted the complaint and evidentiary materials to the Sheyang Public Security Bureau according to the Criminal Procedure Law and the Provisions on Procedures of Handling Criminal Cases by Public Security Organs. On February 6, 2023 and March 1, 2023, the lawyer from Deheng continued to communicate with the police officer of Sheyang Public Security Bureau and the police officer confirmed that they had received the above-mentioned complaint and evidentiary materials, and he made the following reply after talking with the Company’s fomer CFO on relevant issues and communicating with the procuratorate: 1) Sheyang Public Security Bureau acknowledged that the digital assets in the seized digital assets cold wallet belongs to the Company, that is, they recognized the fact in the appeal materials submitted by Deheng about the acquisition of digital assets by means of private financing and the digital assets mining business of the Company. 2) Sheyang Public Security Bureau believes that even if the source of the digital assets is real and traceable, it does not prove that the digital assets are not related to the case they investigated, so before the case related the Company’s fomer CFO is solved, they still cannot release the seizure of the digital assets under this circumstance. Deheng believes that in the absence of evidence that the digital assets related to the case they investigated, it should not be presumed to be actually related to the case they investigated or existing any illegal situation, otherwise, the Company to bear the burden of proof to prove that the digital assets are not related to the case they investigated, is a violation of the obligation of the public prosecution. If Sheyang Public Security Bureau fails to release the seizure of the digital assets, they should issue a legal written decision. The Company together with Deheng will continue to vigorously pursue the Recovery Proceeding, attempting to regain its cold wallet and cryptocurrencies contained therein, which the Company believes were wrongfully seized and impounded by the Public Security Bureau. Write off NBpay Investment Limited and its subsidiaries On January 28, 2023, the Company decided to write off NBpay Investment Limited and its subsidiaries, which are all shell companies without any assets, employees or business. After the adjustment of the above corporate structure, the Company will take MFH Tech, the US subsidiary, as the operating entity of distributed computing and storage services business and digital consultation services business in North America, and will take Mercurity Limited and its Hong Kong and China subsidiaries as the operating entities of blockchain technical services business and digital consultation services business in the Asia-Pacific region. Incorporate new US subsidiary to development online and traditional brokerage services On April 12, 2023, the Company completed the incorporation of another US subsidiary, Chaince Securities, Inc., which plans to develop online and traditional brokerage services independently in the future. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Going concern | Going concern The Company had an accumulated deficit of approximately $667 million as December 31, 2022 and had a net loss of approximately $5.6 million for the year ended December 31, 2022. In connection with the Company's assessment of going concern considerations in accordancewith Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15. “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern”, the Company has incurred recurring operating losses and negative cash flows from operating activities and has an accumulated deficit, management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern. Although the Company was still unable to achieve better operating results in 2022, with the restructuring of the board and management in the second half of 2022, the Company secured new financing and clarified new business plans. The Company's business will include: 1) Distributed computing and storage services business, including cryptocurrency mining and distributed computing and storage services for more other application areas; 2) Digital consultation services, providing digital payment solutions, asset management, and a continued expansion into online and traditional brokerage services; 3) Blockchain technical services business, providing designing and developing digital asset transaction platforms, digital asset quantitative investment software and other innovative and derivative services based on blockchain technologies. The Company received US$3.15 million, US$5 million and US$5 million from three PIPEs in November 2022, December 2022 and January 2023 and then received US$9 million from an unsecured convertible promissory note issued on February 2023. In December 2022, the Company purchased a series of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices, for an aggregate consideration of USD$5,980,000, payable in our ordinary shares, and the assets began to be used for Filecoin mining operations and the effective computing power is expected to reach 64 PiB. In January 2023, the Company entered into an asset purchase agreement to purchase 5,000 Antminer S19 PRO Bitcoin mining machines, for an aggregate consideration of USD$9,000,000. These machines will be delivered by July 10, 2023, and will be used for physical Bitcoin mining business. Despite the widespread cryptocurrency slump in 2022, based on the average price of Bitcoin and Filcoin in the first quarter of 2023, the Company is likely to see profits from Bitcoin and Filecoin physical mining in 2023. The Company are also expanding the digital advisory services team, and will step by step acquire asset management and brokerage licenses, and increase marketing efforts to gain more clients for consultation services business. What’s more, the Company will establish a new technical services team in China for futher technical services business. Although the Company experienced significant changes in 2022, the management believes that the Company is about to embark on a period of sustained improvement. As a result, the consolidated financial statements have been prepared assuming the Company will continue as a going concern. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities as that might be necessary if the Company is unable to continue as a going concern. |
Basis of presentation and use of estimates | Basis of presentation and use of estimates The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of Revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Group’s consolidated financial statements include, but are not limited to, allowance for credit losses, useful lives of property and equipment and intangible assets, impairment of long-lived assets, long-term investments and goodwill, the valuation of cryptocurrencies, realization of deferred tax assets, uncertain income tax positions, share-based compensation, valuation of contingent consideration from business combination and purchase price allocation for business combinations and assets acquisition. Actual results could materially differ from those estimates. |
Principle of consolidation | Principle of consolidation The consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries and VIEs in which it has a controlling financial interest. The results of the subsidiaries and VIEs are consolidated from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. Furthermore, if the Company demonstrates that it has ability to control the VIEs through its rights to all the residual benefits of the VIEs and its obligation to fund losses of the VIEs then the entity is consolidated. All significant intercompany balances and transactions among the Company, its subsidiaries and VIEs have been eliminated on consolidation. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. |
Business combinations | Business combinations The Group accounts for its business combinations using the purchase method of accounting in accordance with ASC 805 (“ASC 805”), “Business Combinations”. The purchase method of accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Group acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. Contingent consideration is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value as of each reporting date until the contingency is resolved, and subsequent changes in fair value are recognized in earnings. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over, (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings. If investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalized transaction costs, and does not result in the recognition of goodwill. The cost of the acquisition is allocated to the assets acquired on the basis of relative fair values. |
Discontinued operations | Discontinued operations A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Where an operation is classified as discontinued, a single amount is presented on the face of the consolidated statements of operations. The amount of total current assets, total non-current assets, total current liabilities and total noncurrent liabilities are presented separately on the consolidated balance sheets. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of Revenue and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, provision for other receivables, estimating useful lives and impairment for intangible assets, impairment of goodwill, valuation allowance for deferred tax assets and share-based compensation. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. |
Foreign currency | Foreign currency The functional and reporting currency of the Company is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of the Company’s subsidiary, Mercurity Limited, is U.S. dollars. The functional currency of the Company’s HK subsidiaries, Ucon, is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of NBPay Investment limited is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of NBPay Fintech Pte Ltd is the United States dollar (“U.S. dollars”, “US$” or “$”). The financial records of the Group’s subsidiary and VIE located in the PRC are maintained in their local currencies, the Renminbi (“RMB”), respectively, which are also the functional currencies of these entities. Transactions denominated in currencies other than the respective entities’ functional currencies are re-measured into the functional currencies, in accordance with Accounting Standards Codification (“ASC”) 830 (“ASC 830”) Foreign Currency Matters, at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currencies at the exchange rates prevailing at the balance sheet date. All foreign exchange gains or losses are included in the consolidated statements of operations. Assets and liabilities are translated to the reporting currency at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and Revenue, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of consolidated statements of comprehensive loss. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal and use and have original maturities less than three months. |
Security Deposit | Security Deposit Security deposit is money that is given to a landlord, lender, or seller of a home or apartment as proof of intent to move in and care for the domicile. The security deposits of the Company on the balance sheet for the year ended December 31, 2022 are the frozen funds deposited in the Company's bank account in accordance with the office rental contract, including $33,909 which can be lifted within one year and $57,300 which can be lifted in the second and third years. |
Accounts receivable, net of allowance | Accounts receivable, net of allowance Since January 1, 2020, the company adopted the new Current Expected Credit loss rule (“CECL” standard) and recognizes its estimate of expected credit losses as an allowance to its account receivable. The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Changes in the allowance for credit losses are recognized in general and administrative expenses. Accounts receivable are written-off against the allowance for credit losses when management deems the accounts are no longer collectible. Allowance for credit losses related to the Company’s accounts receivable was $1,147,131 as of December 31, 2021. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technical services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as follows: Category Estimated Useful Life Estimated Residual Machinery and equipment 6 years 10 % Electronics and office equipment 5 years 5 % Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of comprehensive loss. |
Intangible assets | Intangible Assets Intangible assets with indefinite useful life are not amortized and are tested for impairment annually or more frequently, if events or changes in circumstances indicate that they might be impaired in accordance with ASC Subtopic 350-30, Intangibles-Goodwill and Other: General Intangibles Other than Goodwill (“ASC 350-30”). The intangible assets of the Company are cryptocurrencies which are measured at cost. The cryptocurrencies received from cryptocurrency mining operations recognize the cost of intangible assets based on the market price at the time of acquisition. Due to the price crash of Bitcoin in 2022, the Company, out of caution, decided to change the impairment test method of Bitcoin and other cryptocurrencies from testing once or twice a year by calculating the fair value based on the average daily closing price of the past 12 months to testing every day by calculating the fair value based on the intraday low price. ASC 350-30-35-18 and ASC 350-30-35-19 call for that we should consider all circumstances that could lead to impairment of the intangible assets, take a more cautious method to test whether impairment of the intangible assets is likely to occur, and test more frequently. The intraday low price of cryptocurrencies to be utilized in calculating impairment of our cryptocurrencies held as that metric is the most accurate indicator of whether it is more likely than not that the asset is impaired. We restated the impacted financial statements as of December 31, 2021, and for the year ended December 31, 2021, and related notes included herein to correct these changes. We recognized $1,292,568 impairment loss of intangible assets for the year ended December 31, 2021 and $3,150,966 impairment loss of intangible assets for the year ended December 31, 2022 as the restated financial statements. |
Impairment of goodwill | Impairment of goodwill The Company annually, or more frequently if the Company believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist. Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit’s goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The Company has determined to perform the annual impairment tests on December 31 of each year. All of the $8,107,014 goodwill as of December 31, 2020 was attributable to the acquisition of Mercurity Limited and NBPay business. Because the entire business team and core technology of Mercurity Limited and NBPay were affiliated with their China subsidiaries, the Company allocated all the goodwill to the China subsidiaries. Due to the extremely adverse regulatory measures taken by the Chinese government in 2021 in the field of digital currency production and transaction, the Company's board of Directors decided on December 10, 2021 to divest the China subsidiaries of Mercurity Limited and NBPay controlled through VIE agreements, and the divestiture was completed on January 15, 2022. The Company considered that Mercurity Limited and NBPay would no longer be able to carry on there original businesses after the divestiture of there China subsidiaries, and the present value of Mercurity Limited and NBPay's reestimated future operating cash flows would be nil. So the Company recognised that all of the $8,107,014 goodwill attributed to the acquisition of Mercurity Limited and NBPay had no value as of December 31, 2021. As a result, the Company recognized the impairment loss of goodwill of $8,107,014 for the year ended December 31, 2021, which is shown as loss from discontinued operations in the consolidated income statement. |
Revenue recognition | Revenue recognition The Company generates Revenue primarily from cryptocurrency mining and consultation services in the year ended December 31, 2022. On January 1, 2019, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with historic accounting under ASC 605. The impact of adopting the new revenue standard was not material to consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2019. Under ASC 606, an entity recognizes revenue as the Company satisfies a performance obligation when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes revenue based on the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: Cryptocurrency mining The Company has entered into cryptocurrency mining pools by executing contracts with the mining pool operators or executing contracts with the sharing mining service providers to provide computing power or storage capacity to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power or storage capacity to the mining pool operator. In exchange for providing computing power or storage capacity, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power or storage capacity the Company contributed to the mining pool operator to the total computing power or storage capacity contributed by all mining pool participants in solving the current algorithm. Providing computing power or storage capacity in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power or storage capacity is the only performance obligation in the Company’s contracts with mining pool operators or contracts with the sharing mining service providers. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under US GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. For the year ended December 31, 2022, the Company earned $783,090 in Bitcoin mining revenue from shared mining operations and $348 in Filecoin mining revenue from physical mining operations. Consultation services Considering that the contents of different projects of the Company's consultation service business varies greatly, we adopt the percentage-of-completion method to measure and recognize revenue for each consultation service project. The percentage-of-completion method recognizes income as work on a contract (or group of closely related contracts) progresses. The recognition of Revenue and profits is generally related to costs incurred in providing the services required under the contract. On August 23, 2022, the Company signed a Consulting Agreement with a Chinese media company, pursuant to which the Company will serve as an independent contractor in order to facilitate the Client to conduct its initial public offering. As of December 31, 2022, the project was approximately 50% on schedule and the Company recognized consultation service revenue of $80,000 for the year ended December 31, 2022 in line with the completion schedule. Technical services For software development, the Company recognizes revenue over time as the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. The Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Service other than those associated with the design, development, creation, testing, installation, configuration, integration and customization of fully operational software. It may be a service performance obligation, which is distinct from performance obligation for software development. Our services are provided to customers for a fixed amount over the contract service period and revenue is recognized on a straight-line basis over the term of the contract. None revenue of blockchain technical services Revenue were generated in 2022. |
Cost of revenue | Cost of revenue Cryptocurrency mining The cost of the Bitcoin shared mining operation includes the rental fee of the mining machine and the mine site, electricity and other possible operation and maintenance expenses. The cost of Bitcoin shared mining operations was recognized in 2021 in the amount of $702,679, including $563,955 for mining machines and mine leases and $138,724 for electricity. The cost of Bitcoin shared mining operations was recognized in 2022 in the amount of The cost of the Filecoin physical mining operation includes mining machine depreciation costs, mine site lease costs (including electricity), direct labor costs and software licensing costs. The cost of Filecoin physical mining operations was recognized in 2022 in the amount of $69,817, including mining machine depreciation costs of $28,950, mine lease costs (including electricity) of $22,075, direct labor costs of $4,000, and software licensing costs of $14,792. Consultation services The cost of consultation services consists primarily of payroll of the consultation project team. |
Sales and marketing expenses | Sales and marketing expenses Sales and marketing expenses consist primarily of project referral fees for consultation services business. These costs are expensed as incurred. |
Operating leases | Operating leases The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term. For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities. The leasing activities of the Company during 2022 are all for the Company to lease the office as the lessee and the Company classified them as operating leases, among which, the Company signed a long-term lease contract with a term of about 35 months for the New York office. The Company recognized right-of-use assets and lease liabilities on the consolidated balance sheet as of December 31, 2022. |
Income taxes | Income taxes The Company follows the liability method in accounting for income taxes in accordance to ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The Company applies the provision of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. |
Share-based payments | Share-based payments Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital. For share-based payment awards with market conditions, such market conditions are included in the determination of the estimated grant-date fair value. In the second quarter of 2017, the Company elected to early adopt ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvement to Employee Share based Payment Accounting, to account for forfeitures as they occur. The cumulative-effect adjustment to accumulated deficits was $nil as a result of the adoption of ASU 2016-09. A change in any of the terms or conditions of share-based payment awards is accounted for as a modification of awards. The Company measures the incremental compensation cost of a modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified, based on the share price and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurred. For unvested awards, the Company recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. |
Net loss per share | Net loss per share Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Company had stock options and restricted share units, which could potentially dilute basic loss per share in the future. To calculate the number of shares for diluted loss per ordinary share, the effect of the stock options and restricted share units is computed using the treasury stock method. Potential ordinary shares in the diluted net loss per share computation are excluded in periods of losses from operations, as their effect would be anti-dilutive. In accordance with ASC Topic 260, Earnings per Share (“ASC 260”), basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Contingently issuable shares, including performance-based share awards and contingent considerations to be settled in shares, are included in the computation of basic earnings per share only when there is no circumstance under which those shares would not be issued. Contingently issuable shares are included in the denominator of the diluted loss per share calculation as of the beginning of the period or as of the inception date of the contingent share arrangement, if later, only when dilutive and when all the necessary conditions have been satisfied as of the reporting period end. For contracts that may be settled in ordinary shares or in cash at the election of the Company, share settlement is presumed, pursuant to which incremental shares relating to the number of shares that would be required to settle the contract are included in the denominator of diluted loss per share calculation if the effect is more dilutive. For the contracts that may be settled in ordinary shares or in cash at the election of the counterparty, the more dilutive option of cash or share settlement is used for the purposes of diluted loss per share calculation, pursuant to which share settlement requires the number of shares that would be required to settle the contract be included in the denominator whereas cash settlement requires an adjustment to be made to the numerator for any changes in income or loss that would result as if the contract had been classified as an asset or a liability for accounting purposes during the period for a contract that is classified as equity for accounting purposes, if the effect is more dilutive. Ordinary equivalent shares consist of the ordinary shares issuable upon the exercise of the share options, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive gain (loss) is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. |
Segment reporting | Segment reporting The Company follows ASC 280, Segment Reporting. The Company’s Chief Executive Officer or chief operating decision-maker reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment through the provision of design, development, creation, testing, installation, configuration, integration and customization of making fully operational software based on blockchain technologies and related services. The Company’s Revenue are derived from British Virgin Islands and Asia Pacific regions, no geographical segments are presented. |
Fair value | Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 - inputs are based upon quoted prices for instruments traded in active markets. Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques. |
Fair value of financial instruments | Fair value of financial instruments Financial instruments include cash and cash equivalents, amounts due from a related party and accounts receivable. The carrying values of cash, amounts due from a related party and accounts receivable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities. Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities and goodwill based on Level 3 inputs in connection with business acquisitions. |
Recent accounting pronouncements | Recent accounting pronouncements As a company with less than US$1 billion in gross revenue for the last fiscal year, we qualify as an “emerging growth company” (“EGC”) pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include a provision that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We will take advantage of the extended transition period. In February 2016, the FASB issued ASU2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either operating or financing. The definition of a lease has been revised when an arrangement conveys the right to control the use of the identified asset under the arrangement which may result in changes to the classification of an arrangement as a lease. The ASU expands the disclosure requirements of lease arrangements. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, for public business entities. In September 2017, the FASB issued additional amendments providing clarification and implementation guidance. In January 2018, the FASB issued an update that permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of the new standard and that were not previously accounted for as leases. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. In July 2018, the FASB issued an update, which provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. The new standard becomes effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The standard requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements. The Company as an EGC has elected to adopt the new lease standard as of the effective date applicable to non-issuers and will implement the new lease standard on January 1, 2021 using the modified retrospective method. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. In addition, the Company will elect the transition practical referred to as the “package of three”, that must be taken together and allows entities to (1) not reassess whether existing contracts contain leases, (2) carryforward the existing lease classification, and (3) not reassess initial direct costs associated with existing leases. The Company is in the process of evaluating the impact on its consolidated financial statements, as well as the impact of adoption on policies, practices, systems and financial statement disclosures. As of December 31, 2021, the Company has US$66,667 of future minimum operating lease commitments that are not currently recognized on its consolidated balance sheets (see note 15). In January 2017, the FASB issued ASU 2017-04, ASC Topic 350 “Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment.” The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The standard will become effective for fiscal years beginning after December 15, 2022 and must be applied to any annual or interim goodwill impairment assessments after that date. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The amendments in ASU 2018-13 will be effective for us beginning after January 1, 2020 including interim periods within the year. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. We do not expect the amendments of this guidance to have a material impact on our consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities: The amendments in this ASU are effective for public business entities with fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments are also effective for private entities with fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.All entities are required to apply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The Company is in the process of evaluating the impact on its consolidated financial statements upon adoption. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We early adopted ASU 2019-12 in the fourth quarter of 2020. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarifies the interaction between the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. Effective January 1, 2021, we adopted this standard on a prospective basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, including accounting policies, processes, and systems. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, process, and systems, was nil. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule of the company's major subsidiaries and VIE (collectively, the "Group") | As of December 31, 2022, the Company’s subsidiaries are as follows: Date of Place of Percentage acquisition/ establishment/ of legal registration incorporation ownership Subsidiaries: Mercurity Fintech Technology Holding Inc. July 15, 2022 US 100 % Mercurity Limited May 21, 2019 British Virgin Islands 100 % Ucon Capital (HK) Limited May 21, 2019 Hong Kong 100 % Beijing Lianji Future Technology Co., Ltd. May 21, 2019 PRC 100 % NBpay Investment Limited March 2, 2020 British Virgin Islands 100 % NBpay Fintech Pte Ltd. March 2, 2020 Singapore 100 % Golden Nation Ltd. October 17, 2021 US 100 % |
Schedule of the financial statement balances and amounts of the VIE | As of December 31, 2022 2021 Carrying amounts of assets under disposal Cash and cash equivalents — 2,677 Prepaid expenses and other current assets, net — 1,726 Total current assets of discontinued operations — 4,403 Total assets of discontinued operations 4,403 Carrying amounts of liabilities under disposal Accrued expenses and other current liabilities — 3,194 Amounts due to related parties — 27,744 Total current liabilities of discontinued operations — 30,938 Total liabilities of discontinued operations — 30,938 For the year ended December 31, 2022 2021 Revenue — 122,343 Cost of revenue — (41,668) Gross profit — 80,675 General and administrative — (334,880) Impairment loss — (8,107,943) Operating loss from discontinued operations — (8,362,148) Interest expense, net — 91 Other income/(expenses), net — 1,735 Net loss from discontinued operations — (8,360,322) For the year Ended January 15, 2022 (Disposal Date) Beijing Lianji Technology Co., Ltd. Mercurity (Beijing) Technology Co., Ltd. Total Cash and cash equivalents 3,379 2,455 5,834 Due from the related party 95,239 313,475 408,714 Prepaid expense and other current assets, net 1,732 — 1,732 Total current assets 100,350 315,930 416,280 Total assets 100,350 315,930 416,280 Accrued expenses and other current liabilities 16,594 14,441 31,035 Due to the related party 315,050 96,814 411,864 Total current liabilities 331,644 111,255 442,899 Total liabilities 331,644 111,255 442,899 Net assets (i) (231,294) 204,675 (26,619) Disposal consideration (ii) — — — Other comprehensive income/loss (iii) (64,319) 33,036 (31,283) Loss from disposal of VIEs (iv, iv = ii – I + iii) 166,975 (171,639) (4,664) |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Schedule of effects of correcting the changes on the financial statements | As of December 31, 2021 Consolidated Balance Sheet As previously reported Adjustment As restated Intangible assets 8,197,290 (919,573) 7,277,717 Total non-current assets 8,197,290 (919,573) 7,277,717 Total assets 9,939,194 (919,573) 9,019,621 Accumulated deficits (660,765,745) (919,573) (661,685,318) Total shareholders’ equity 8,567,212 (919,573) 7,647,639 Total Liabilities and Shareholders’ Equity 9,939,194 (919,573) 9,019,621 For the year ended December 31, 2021 Consolidated Statements of Operations As Adjustment As Impairment loss (i) (2,123,904) 2,123,904 — Provision for doubtful accounts — (1,750,909) (1,750,909) Income from disposal of intangible assets — 121,020 121,020 Impairment loss of intangible assets (i) — (1,292,568) (1,292,568) Total operating expenses (12,475,261) (798,553) (13,273,814) Operating loss (12,507,769) (798,553) (13,306,322) Other income/(expenses), net 120,877 (121,020) (143) Loss before provision for income taxes (12,385,809) (919,573) (13,305,382) Loss from continuing operations (12,385,809) (919,573) (13,305,382) Net loss (20,746,131) (919,573) (21,665,704) As of December 31, 2021 Total Mercurity Fintech Holding Inc. Total shareholders’ shareholders’ Consolidated Statements of Stockholders' Equity Accumulated deficits equity equity Net loss (as previously reported) (20,746,131) (20,746,131) (20,746,131) Net loss (adjustment) (919,573) (919,573) (919,573) Net loss (as restated) (21,665,704) (21,665,704) (21,665,704) Balance as of December 31, 2021 (as previously reported) (660,765,745) 8,567,212 8,567,212 Balance as of December 31, 2021 (adjustment) (919,573) (919,573) (919,573) Balance as of December 31, 2021 (as restated) (661,685,318) 7,647,639 7,647,639 For the year ended December 31, 2021 Consolidated Statements of Cash Flows As Adjustment As Net loss (20,746,131) (919,573) (21,665,704) Net loss from continuing operations (12,385,809) (919,573) (13,305,382) Adjustments to reconcile net loss to net cash used in operating activities: Impairment loss 2,123,904 (2,123,904) — Provision for doubtful accounts — 1,750,909 1,750,909 Impairment loss of intangible assets — 1,292,568 1,292,568 Digital assets generated from mining business — (664,307) (664,307) Digital assets received as payment — (5,864) (5,864) Digital assets used to pay expenses — 2,141,375 2,141,375 Disposal of digital assets — 325,987 325,987 Prepaid expenses and other current assets (1,724,999) 619,518 (1,105,481) Accrued expenses and other current liabilities (241,143) 56,714 (184,429) Net cash used in continuing operations (3,618,695) 2,594,443 (1,024,252) Net cash used in operating activities (4,005,472) 2,594,443 (1,411,029) Cash flows from investing activities: Digital assets received as payment (5,864) 5,864 — Digital assets used to pay expenses 2,174,319 (2,174,319) — Disposal of digital assets 425,988 (425,988) — Net cash (used in)/provided by continuing operations 2,594,443 (2,594,443) — Net cash (used in)/provided by investing activities 2,594,443 (2,594,443) — For the year ended December 31, 2020 Consolidated Statements of Cash Flows As previously reported Adjustment As restated Adjustments to reconcile net (loss)/income to net cash used in operating activities: Digital assets received as payment — (17,863) (17,863) Digital assets used to pay expenses — 6,924 6,924 Disposal of digital assets — 647 647 Cash flows from investing activities: Digital assets received as payment (17,863) 17,863 — Digital assets used to pay expenses 7,571 (7,571) — Disposal of digital assets — — — Net cash (used in)/provided by continuing operations (10,292) 10,292 — Net cash (used in)/provided by investing activities (10,148) 10,292 144 |
Schedule of calculation and restatement of the loss per share in current and previously issued consolidated statements of operations based on the new number of the ordinary shares after the 2023 Share Consolidation | For the year ended December 31, Consolidated Statements of Operation 2022 2021 2020 Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. (5,634,971) (21,665,704) (1,651,273) Continuing operations — (13,305,382) (693,318) Discontinued operations (5,634,971) (8,360,322) (957,955) Before the Share Consolidation: Weighted average shares used in calculating basic net loss per ordinary share 5,774,269,431 3,888,373,404 2,675,881,652 Weighted average shares used in calculating diluted net loss per ordinary share 5,774,269,431 3,888,373,404 2,675,881,652 Net Loss per ordinary share Basic (0.00) (0.00) (0.00) Diluted (0.00) (0.00) (0.00) Net Loss per ordinary share from continuing operation Basic (0.00) (0.00) (0.00) Diluted (0.00) (0.00) (0.00) Net Loss per ordinary share from discontinued operation Basic (0.00) (0.00) (0.00) Diluted (0.00) (0.00) (0.00) After the Share Consolidation: Weighted average shares used in calculating basic net loss per ordinary share 14,435,674 9,720,934 6,689,704 Weighted average shares used in calculating diluted net loss per ordinary share 14,435,674 9,720,934 6,689,704 Net Loss per ordinary share Basic (0.39) (2.23) (0.25) Diluted (0.39) (2.23) (0.25) Net Loss per ordinary share from continuing operation Basic (0.39) (1.37) (0.10) Diluted (0.39) (1.37) (0.10) Net Loss per ordinary share from discontinued operation Basic — (0.86) (0.14) Diluted — (0.86) (0.14) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of property, plant and equipment, useful life | Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as follows: Category Estimated Useful Life Estimated Residual Machinery and equipment 6 years 10 % Electronics and office equipment 5 years 5 % |
SECURITY DEPOSIT (Tables)
SECURITY DEPOSIT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SECURITY DEPOSIT | |
Schedule of security deposit | December 31, December 31, 2022 2021 US$ US$ Security Deposit which can be lifted within one year 33,909 — Security Deposit which can be lifted in the second and third years 57,300 — Total 91,209 — |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTS RECEIVABLE, NET | |
Schedule of accounts receivable and allowance for doubtful accounts | December 31, December 31, 2022 2021 US$ US$ Accounts receivable 1,147,131 1,147,131 Less: allowance for doubtful accounts (i) 1,147,131 1,147,131 Accounts receivable, net — — (i) Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technical services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |
Schedule of prepayments and other current assets | December 31, December 31, 2022 2021 US$ US$ Other receivables, net of allowance for doubtful accounts of $nil, $nil and $nil at December 31, 2020, 2021 and 2022 10,925 — Prepaid professional service expenses — 3,578 Prepaid for rental fees of Bitcoin shared mining machine, mine site and electricity — 1,291,784 Total prepaid expenses and other current assets 10,925 1,295,362 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment, net | December 31, December 31, 2022 2021 US$ US$ Machinery and equipment (i) 5,982,900 — Electronics and office equipment 7,222 — Total property and equipment 5,990,122 — Less: Accumulated depreciation 28,949 — Less: Provision for impairment — — Property and equipment, net 5,961,173 — (i) On December 15, 2022, the Company entered into an asset purchase agreement with Huangtong International Co., Ltd., providing for the acquisition and purchase of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices, for an aggregate consideration of $5,980,000 , payable in the Company’s ordinary shares. According to the Valuation Report for the Market Value for the Cryptocurrency Mining Servers issued by International United Consulting & Appraisal Limited on November 10, 2022, the market value of these assets is $5,980,000 . |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS, NET | |
Schedule of intangible assets, net | December 31, December 31, 2022 2021 US$ US$ Bitcion (i) 5,972,282 5,189,195 USD Coin (ii) 2,003,332 3,002,231 Filecoin (iii) 315,376 — Others — 5,864 Total Cryptocurrencies 8,290,990 8,197,290 Less: Accumulated impairment (4,057,762) (919,573) Intangible assets, Net 4,233,228 7,277,717 (i) As of December 31, 2022, the original book value of 125.8584797 Bitcoins belonging to the company is $5,972,282 , of which 95.23843406 Bitcoins came from the PIPE closed on September 8, 2021 and 30.62004567 Bitcoins came from the Bitcoins shared mining business. We estimated the fair values of the Bitcoins based on the intraday low price of Bitcoin every day and respectively recognized $908,453 and $3,111,232 impairment loss for the year ended December 31, 2021 and 2022. (ii) As of December 31, 2022, the Company held 2,005,537.50 USD coins with the book value of $2,003,332 . We estimated the fair values of the USD Coins based on the intraday low price of USD Coin every day and respectively recognized $11,120 and $ nil impairment loss for the year ended December 31, 2021 and 2022. (iii) As of December 31, 2022, the Company held 104762.0706 Filecoins with the book value of $315,376 , of which 104646.5806 Filecoins came from the asset purchase agreement with Huangtong International Co., Ltd. closed on December 15, 2022 and 115.49 Filecoins came from the Filecoin physical mining business. We estimated the fair values of the Filecoins based on the intraday low price of Filecoin every day, and recognized $26,957 impairment loss for the year ended December 31, 2022. December 31, December 31, 2022 2021 US$ US$ Balance as of January 1, 2021 and 2022 7,277,717 383,289 Addition: received Cryptocurrencies payments (i) 315,028 10,000,363 Purchase — — Mining out (ii) 783,438 664,307 Deduction: Payment made by Cryptocurrencies (iii) — (2,141,375) Deduction: disposal of Cryptocurrencies (iii) (998,902) (336,299) Impairment (iv) (3,144,053) (1,292,568) Balance as of December 31, 2021 and 2022 4,233,228 7,277,717 (i) The Company received 104646.5806 Filecoins with the book value of $ 315,028 from Huangtong International Co., Ltd., as a part of the asset purchase agreement closed on December 15, 2022. (ii) During the year ended 2022, the Company mined out 18.86491222 Bitcoin from the Bitcoin shared mining business, the fair market at the date the Bitcoins were mined out was $783,090 , and mined out 115.49 Filecoins from the Filecoin physical mining business, the fair market at the date the Filecoins were mined out was $348 . (iii) During the year ended 2022, the Company sold 1,000,000 USD coins with the book value of $998,902 and get $ 968,934 into the Company's bank account. (iv) We estimated the fair values of the cryptocurrencies based on the intraday low price every day and recognized $3,144,053 impairment loss for the year ended December 31, 2022, including $3,111,232 impairment loss of Bitcoins and $5,864 impairment loss of other cryptocurrencies. We wrote off the original value of the $5,864 cryptocurrencies and the $5,864 impairment in 2022 due to the platform where the wallet of the $5,864 cryptocurrencies was stored had gone out of business, we had been no longer able to withdraw the cryptocurrencies as of December 31, 2022. We estimated the fair values of the cryptocurrencies based on the intraday low price every day and recognized $1,292,568 impairment loss for the year ended December 31, 2021, including $908,453 impairment loss of Bitcoins, $11,120 impairment loss of USD Coins and $372,995 impairment loss of FFcoins and other cryptocurrencies. We wrote off the original value of the $1,208,339 FFcoins and other cryptocurrencies and the $1,208,339 impairment in 2021 due to the FFcoin platform had gone out of business, these FFcoins and other cryptocurrencies no longer had any market value as of December 31, 2021. |
Schedule of misplaced cryptocurrencies | Cryptocurrencies Quantities Book value as of December 31, 2022 Bitcoins 125.8584797 $ 1,952,597 USD Coins 2,005,537.50 $ 1,992,211 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | December 31, December 31, 2022 2021 US$ US$ Accrued payroll and welfare 62,311 56,989 Accounts payable 22,075 — Advance from customers 80,000 — Payables for professional fees 69,552 157,643 Income taxes payable 2,294 — Other taxes payable 258 3,635 Other — 170 Total accrued expenses and other current liabilities $ 236,490 $ 218,437 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of significant components of the deferred tax assets and liabilities | December 31, 2022 US$ Deferred tax assets Net operating loss carry forwards 90,567 Valuation allowance 160,438 Total deferred tax assets 251,005 |
Schedule of loss or income before income taxes from continuing operations | For the year ended For the year ended December 31, 2022 December 31, 2021 US$ US$ Cayman Islands (7,992,466) (17,246,659) US 8,776 — Hong Kong (1,317,169) (202,316) PRC (177,053) (1,341,425) Singapore — (9,187) |
Schedule of current and deferred components of the income tax expense | For the year ended For the year ended December 31, 2022 December 31, 2021 US$ US$ Current tax benefit (expense) (2,293) — Deferred tax benefit (expense) 251,004 — Income tax benefit (expense) 248,711 — |
Schedule of reconciliation of the difference between tax computed by the statutory income tax rate to income tax benefit from continuing operations | December 31, 2022 US$ US$ US$ US$ US$ US Hong Kong PRC Singapore Consolidated Income/(Loss) before income taxes 8,776 (1,317,169) (177,053) - (1,485,445) Income tax computed at applicable tax rates 1,843 (217,333) (44,263) - (259,753) Effect of different tax rates in different jurisdictions 451 - - - 451 Non-deductible expenses - 133,398 785 - 134,183 Current losses unrecognized deferred income tax - - 43,478 - 43,478 Prior losses recognized deferred income tax in current period - (6,632) - - (6,632) Change in valuation allowance in current period — (133,399) — — (133,399) Change in valuation allowance in prior period — (27,039) — — (27,039) Income tax expenses/(benefits) 2,294 (251,005) — — (248,711) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of operating lease related assets and liabilities | As of December 31, 2022 2021 US$ US$ Right-of-use assets 873,878 — Impairment of right-of-use assets — — Right-of-use assets, net 873,878 — Operating lease liabilities - current 269,675 — Operating lease liabilities – non-current 634,457 — Total operating lease liabilities 904,132 — |
Schedule of components of office lease expense | For the year ended December 31, 2022 US$ Operating lease cost 60,578 Variable lease cost — Operating lease expense 60,578 Short-term lease rent expense 31,301 Total lease expense 91,879 |
Summary of maturity of operating lease liabilities | The following table summarizes the maturity of operating lease liabilities as of December 31, 2022: US$ 2023 309,945 2024 375,940 2025 288,594 Total 974,479 Less: imputed interest (70,347) Present value of lease liabilities 904,132 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SHARE BASED COMPENSATION | |
Schedule of outstanding RSUs | Outstanding RSUs Number of Shares Grant date Fair value US$ Unvested as of January 1, 2022 112,501 2.43 Grant — Vested and transfer to grantee (37,500) 2.43 Forfeited and expected Forfeit (75,001) 2.43 Unvested as of December 31, 2022 — |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
Schedule of nature of the relationships with related parties | Nature of the relationships with related parties: Name Relationship with the Company Kaiming Hu Previous owner of NBpay group, former shareholder of Mercurity Zhiyou Wang Former director of Mercurity’s affiliated companys, former shareholder of Mercurity Guoda Technology (Shenzhen) Co., Ltd. A company associated with Zhiyou Wang Radiance Holding (HK) Limited Former shareholder of Mercurity Wei Zheng Director of Mercurity’s affiliated companys Ying Wang Associated with Zhiyou Wang |
Schedule of balances due from the related party | As of December 31, 2022 US$ Kaiming Hu (i) — Guoda Technology (Shenzhen) Co., Ltd. (ii) — Wei Zheng (iii) 25,000 i. The receivable due from Mr. Kaiming Hu is $556,083 at the end of December 31, 2021, related to capital contribution. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the receivable from Mr. Kaiming Hu in a timely manner. The Company made full provision for doubtful accounts for this receivable at the end of 2021. ii. The amounts represent the receivables of $1,503 due from Guoda Technology (Shenzhen) Co., Ltd. related to office lease fee settlement. As Guoda Technology (Shenzhen) Co., Ltd. ceased operations due to poor management in 2022, the Company was unable to recover this receivable, so the Company made full provision for doubtful accounts for this receivable in 2022. iii. On September 10, 2022, Mercurity Fintech Technology Holding Inc.(“MFH Tech”), a subsidiary of the Company, provided a loan of US $25,000 to Mr. Wei Zheng, the director of MFH Tech, with a term of one year . As of December 31, 2022, Mr. Wei Zheng has not repaid the loan. 15. RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED) |
Schedule of due to the related party | As of December 31, 2022 US$ Zhiyou Wang (i) 250,396 Radiance Holding (HK) Limited (ii) 273,000 Ying Wang (iii) 400,000 i. The amounts represent the payables of $250,396 due to Zhiyou Wang related to the Company’s borrowing from shareholders because of a temporary shortage of RMB funds. ii. The amounts represent the payables of $273,000 due to Radiance Holding (HK) Limited related to the Company’s borrowing shares from shareholders to pay agency fees with 100,000 ADSs of the Company. iii. On June 13, 2022, the Company issued a promissory note to Ying Wang, a Singapore resident associated with Zhiyou Wang, in the principal amount of up to USD $5,000,000 to provide for the Company’s working capital. The Note has a term of one year with the maturity date on June 1, 2023 and bears no interest other than any applicable imputed interest charged by the appropriate government authority. The balance of the Note may be prepaid at any time before the Maturity Date. As of December 31, 2022, the Company has received USD $0.4 million of the Note from the Noteholder . |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of the future minimum lease payments under non-cancelable operating lease agreements | The following table summarizes the maturity of operating lease liabilities as of December 31, 2022: US$ 2023 309,945 2024 375,940 2025 288,594 Total 974,479 Less: imputed interest (70,347) Present value of lease liabilities 904,132 |
Non-cancellable operating lease agreements | |
Schedule of the future minimum lease payments under non-cancelable operating lease agreements | The future aggregate minimum lease payments under non-cancellable operating lease agreements were as follows: Years ending December 31, US$ 2023 380,420 2024 375,940 2025 288,594 Total 1,044,954 |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Dec. 15, 2022 | Mar. 01, 2020 | Jul. 22, 2019 | May 21, 2019 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
Revenues | $ 863,438 | $ 670,171 | $ 1,402,300 | |||||
Huangtong International Co., Ltd | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
Aggregate consideration | $ 5,980,000 | |||||||
Assessed value | $ 5,982,900 | |||||||
Mercurity Fintech Technology Holding Inc.("MFT"), | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
Consulting revenues | 80,000 | |||||||
Cryptocurrency mining | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
Revenues | $ 783,089 | $ 783,438 | $ 664,307 | $ 0 | ||||
New Admiral Limited | Marvel Billion Development Limited | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
Payment received from sale of equity interest of a subsidiary | $ 1,000,000 | |||||||
Payment by Buyer for net liabilities | $ 4,521,053 | |||||||
Unicorn | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
Ordinary shares issued for consideration | 632,660,858 | |||||||
NBPay Investment | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
Ordinary shares issued for consideration | 761,789,601 |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Mercurity Fintech Technology Holding Inc [Member] | |
Variable interest entity, qualitative or quantitative information, date involvement began | Jul. 15, 2022 |
Variable interest entity, qualitative or quantitative information, place of establishment | US |
Variable interest entity, qualitative or quantitative information, ownership percentage | 100% |
Mercurity Limited | |
Variable interest entity, qualitative or quantitative information, date involvement began | May 21, 2019 |
Variable interest entity, qualitative or quantitative information, place of establishment | British Virgin Islands |
Variable interest entity, qualitative or quantitative information, ownership percentage | 100% |
Ucon Capital (HK) Limited [Member] | |
Variable interest entity, qualitative or quantitative information, date involvement began | May 21, 2019 |
Variable interest entity, qualitative or quantitative information, place of establishment | Hong Kong |
Variable interest entity, qualitative or quantitative information, ownership percentage | 100% |
Beijing Lianji Future Technology Co., Ltd [Member] | |
Variable interest entity, qualitative or quantitative information, date involvement began | May 21, 2019 |
Variable interest entity, qualitative or quantitative information, place of establishment | PRC |
Variable interest entity, qualitative or quantitative information, ownership percentage | 100% |
NBPay Investment | |
Variable interest entity, qualitative or quantitative information, date involvement began | Mar. 02, 2020 |
Variable interest entity, qualitative or quantitative information, place of establishment | British Virgin Islands |
Variable interest entity, qualitative or quantitative information, ownership percentage | 100% |
NBpay Fintech Pte Ltd. | |
Variable interest entity, qualitative or quantitative information, date involvement began | Mar. 02, 2020 |
Variable interest entity, qualitative or quantitative information, place of establishment | Singapore |
Variable interest entity, qualitative or quantitative information, ownership percentage | 100% |
Golden Nation Ltd. | |
Variable interest entity, qualitative or quantitative information, date involvement began | Oct. 17, 2021 |
Variable interest entity, qualitative or quantitative information, place of establishment | US |
Variable interest entity, qualitative or quantitative information, ownership percentage | 100% |
ORGANIZATION AND PRINCIPAL AC_5
ORGANIZATION AND PRINCIPAL ACTIVITIES - Financial results of food supply chain entities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying amounts of assets under disposal | ||
Total current assets of discontinued operations | $ 0 | $ 4,403 |
Carrying amounts of liabilities under disposal | ||
Total current liabilities of discontinued operations | $ 0 | $ 30,938 |
ORGANIZATION AND PRINCIPAL AC_6
ORGANIZATION AND PRINCIPAL ACTIVITIES - Financial statement balances and amounts of the VIE and VIE's subsidiaries (Details) - USD ($) | 12 Months Ended | |||
Jan. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Cash and cash equivalents | $ 7,446,664 | $ 440,636 | ||
Net amount due from the related party | 25,000 | 1,503 | ||
Prepaid expenses and other current assets, net | 10,925 | 1,295,362 | ||
Total current assets | 7,516,498 | 1,741,904 | ||
TOTAL ASSETS | 18,893,082 | 9,019,621 | ||
Property and equipment, net | 5,961,173 | 0 | ||
Other non-current assets | 7,277,717 | |||
Accrued expenses and other current liabilities | 236,490 | 218,437 | ||
Net amount due to the related party | 923,596 | 1,122,607 | ||
Total current liabilities | 1,429,761 | 1,371,982 | ||
TOTAL LIABILITIES | 2,064,218 | 1,371,982 | ||
Revenues | 863,438 | 670,171 | $ 1,402,300 | |
Cost of revenue | (1,380,600) | (702,679) | (79,150) | |
Gross profit | (517,162) | (32,508) | 1,323,150 | |
General and administrative | (2,156,063) | (10,351,357) | (1,156,574) | |
Impairment loss | 0 | 0 | ||
Interest expense, net | 5,118 | 1,083 | 7,983 | |
Other income/(expenses), net | 1,248 | (143) | $ (32,533) | |
VIEs | ||||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Cash and cash equivalents | $ 5,834 | |||
Net amount due from the related party | 408,714 | |||
Prepaid expenses and other current assets, net | 1,732 | |||
Total current assets | 416,280 | |||
TOTAL ASSETS | 416,280 | |||
Accrued expenses and other current liabilities | 31,035 | |||
Net amount due to the related party | 411,864 | |||
Total current liabilities | 442,899 | |||
TOTAL LIABILITIES | 442,899 | |||
Net loss from discontinued operations | 4,664 | (4,664) | ||
Net assets (i) | (26,619) | |||
Disposal consideration (ii) | 0 | |||
Other comprehensive income/loss (iii) | (31,283) | |||
Loss from discontinued operations | (4,664) | $ 4,664 | ||
VIEs | Beijing Lianji Technology Co., Ltd | ||||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Cash and cash equivalents | 3,379 | |||
Net amount due from the related party | 95,239 | |||
Prepaid expenses and other current assets, net | 1,732 | |||
Total current assets | 100,350 | |||
TOTAL ASSETS | 100,350 | |||
Accrued expenses and other current liabilities | 16,594 | |||
Net amount due to the related party | 315,050 | |||
Total current liabilities | 331,644 | |||
TOTAL LIABILITIES | 331,644 | |||
Net loss from discontinued operations | (166,975) | |||
Net assets (i) | (231,294) | |||
Disposal consideration (ii) | 0 | |||
Other comprehensive income/loss (iii) | (64,319) | |||
Loss from discontinued operations | 166,975 | |||
VIEs | Mercurity (Beijing) Technology Co., Ltd. | ||||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Cash and cash equivalents | 2,455 | |||
Net amount due from the related party | 313,475 | |||
Prepaid expenses and other current assets, net | 0 | |||
Total current assets | 315,930 | |||
TOTAL ASSETS | 315,930 | |||
Accrued expenses and other current liabilities | 14,441 | |||
Net amount due to the related party | 96,814 | |||
Total current liabilities | 111,255 | |||
TOTAL LIABILITIES | 111,255 | |||
Net loss from discontinued operations | 171,639 | |||
Net assets (i) | 204,675 | |||
Disposal consideration (ii) | 0 | |||
Other comprehensive income/loss (iii) | 33,036 | |||
Loss from discontinued operations | $ (171,639) | |||
VIEs | Beijing Lianji Technology Co. and Mercurity (Beijing) Technology Co., Ltd. | ||||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Cash and cash equivalents | 2,677,000 | |||
Prepaid expenses and other current assets, net | 1,726,000 | |||
Total current assets | 4,403,000 | |||
TOTAL ASSETS | 4,403,000 | |||
Accrued expenses and other current liabilities | 3,194,000 | |||
Net amount due to the related party | 27,744,000 | |||
Total current liabilities | 30,938,000 | |||
TOTAL LIABILITIES | 30,938,000 | |||
Revenues | 122,343,000 | |||
Cost of revenue | (41,668,000) | |||
Gross profit | 80,675,000 | |||
General and administrative | (334,880,000) | |||
Impairment loss | (8,107,943,000) | |||
Operating loss from discontinued operations | (8,362,148,000) | |||
Interest expense, net | 91,000 | |||
Other income/(expenses), net | 1,735,000 | |||
Net loss from discontinued operations | (8,360,322,000) | |||
Loss from discontinued operations | $ 8,360,322,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Balance Sheet | ||||
Intangible assets | $ 7,277,717 | |||
Total non-current assets | 7,277,717 | |||
Total assets | $ 18,893,082 | 9,019,621 | ||
Accumulated deficit | (667,320,289) | (661,685,318) | ||
Total shareholders' equity | 16,828,864 | 7,647,639 | ||
Total Liabilities and Shareholders' Equity | 18,893,082 | 9,019,621 | ||
Consolidated Statements of Operations | ||||
Impairment loss | 0 | $ 0 | ||
Provision for doubtful accounts | (3,138) | (1,750,909) | 0 | |
Income from disposal of intangible assets | (29,968) | 121,020 | 0 | |
Impairment loss of intangible assets | 1,292,568 | 835,344 | ||
Total operating expenses | 5,368,222 | 13,273,814 | 1,991,918 | |
Operating loss | (5,885,384) | (13,306,322) | (668,768) | |
Other income/(expenses), net | (23,318) | 0 | ||
Loss before provision for income taxes | (13,305,382) | (693,318) | ||
Loss from continuing operations | (5,634,971) | (13,305,382) | (693,318) | |
Net loss | (5,600,000) | (21,665,704) | (1,651,273) | |
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (5,600,000) | (21,665,704) | (1,651,273) | |
Stockholders' Equity | 16,828,864 | 7,647,639 | 10,252,603 | $ 8,034,741 |
Cash flows from operating activities: | ||||
Net loss | (5,634,971) | (21,665,704) | (1,651,273) | |
Net loss from continuing operations | (5,634,971) | (13,305,382) | (693,318) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Impairment loss | 0 | 0 | ||
Provision for doubtful accounts | 3,138 | 1,750,909 | 0 | |
Impairment loss of intangible assets | 1,292,568 | 835,344 | ||
Digital assets generated from mining business | (783,438) | (664,307) | 0 | |
Digital assets received as payment | 0 | (5,864) | (17,863) | |
Digital assets used to pay expenses | 0 | 2,141,375 | 6,924 | |
Disposal of digital assets | 998,902 | 325,987 | 647 | |
Prepaid expenses and other current assets | 1,281,109 | (1,105,481) | (740,150) | |
Accrued expenses and other current liabilities | (87,867) | (184,429) | (161,626) | |
Net cash used in continuing operations | (582,423) | (1,024,252) | 351,623 | |
Net cash used in operating activities | (582,423) | (1,411,029) | (605,968) | |
Cash flows from investing activities: | ||||
Net cash (used in)/provided by continuing operations | (32,222) | 0 | 0 | |
Net cash (used in)/provided by investing activities | (32,222) | 0 | 144 | |
Accumulated deficit | ||||
Consolidated Statements of Operations | ||||
Net loss | (5,634,971) | (21,665,704) | (1,651,273) | |
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (5,634,971) | (21,665,704) | (1,651,273) | |
Stockholders' Equity | (667,320,289) | (661,685,318) | (640,019,614) | (638,368,341) |
Total Mercurity Fintech Holding Inc. shareholders' equity | ||||
Consolidated Statements of Operations | ||||
Net loss | (5,603,687) | (21,665,704) | (1,651,273) | |
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (5,603,687) | (21,665,704) | (1,651,273) | |
Stockholders' Equity | $ 16,828,864 | 7,647,639 | 10,252,603 | $ 8,034,741 |
As previously reported | ||||
Consolidated Balance Sheet | ||||
Intangible assets | 8,197,290 | |||
Total non-current assets | 8,197,290 | |||
Total assets | 9,939,194 | |||
Accumulated deficit | (660,765,745) | |||
Total shareholders' equity | 8,567,212 | |||
Total Liabilities and Shareholders' Equity | 9,939,194 | |||
Consolidated Statements of Operations | ||||
Impairment loss | (2,123,904) | |||
Total operating expenses | 12,475,261 | |||
Operating loss | (12,507,769) | |||
Other income/(expenses), net | 120,877 | |||
Loss before provision for income taxes | (12,385,809) | |||
Loss from continuing operations | (12,385,809) | |||
Net loss | (20,746,131) | |||
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (20,746,131) | |||
Stockholders' Equity | 8,567,212 | |||
Cash flows from operating activities: | ||||
Net loss | (20,746,131) | |||
Net loss from continuing operations | (12,385,809) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Impairment loss | 2,123,904 | |||
Prepaid expenses and other current assets | (1,724,999) | |||
Accrued expenses and other current liabilities | (241,143) | |||
Net cash used in continuing operations | (3,618,695) | |||
Net cash used in operating activities | (4,005,472) | |||
Cash flows from investing activities: | ||||
Digital assets received as payment | (5,864) | (17,863) | ||
Digital assets used to pay expenses | 2,174,319 | 7,571 | ||
Disposal of digital assets | 425,988 | |||
Net cash (used in)/provided by continuing operations | 2,594,443 | (10,292) | ||
Net cash (used in)/provided by investing activities | 2,594,443 | (10,148) | ||
As previously reported | Accumulated deficit | ||||
Consolidated Statements of Operations | ||||
Net loss | (20,746,131) | |||
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (20,746,131) | |||
Stockholders' Equity | (660,765,745) | |||
As previously reported | Total Mercurity Fintech Holding Inc. shareholders' equity | ||||
Consolidated Statements of Operations | ||||
Net loss | (20,746,131) | |||
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (20,746,131) | |||
Stockholders' Equity | 8,567,212 | |||
Adjustment | ||||
Consolidated Balance Sheet | ||||
Intangible assets | (919,573) | |||
Total non-current assets | (919,573) | |||
Total assets | (919,573) | |||
Accumulated deficit | (919,573) | |||
Total shareholders' equity | (919,573) | |||
Total Liabilities and Shareholders' Equity | (919,573) | |||
Consolidated Statements of Operations | ||||
Impairment loss | 2,123,904 | |||
Provision for doubtful accounts | (1,750,909) | |||
Income from disposal of intangible assets | 121,020 | |||
Impairment loss of intangible assets | 1,292,568 | |||
Total operating expenses | 798,553 | |||
Operating loss | (798,553) | |||
Other income/(expenses), net | (121,020) | |||
Loss before provision for income taxes | (919,573) | |||
Loss from continuing operations | (919,573) | |||
Net loss | (919,573) | |||
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (919,573) | |||
Stockholders' Equity | (919,573) | |||
Cash flows from operating activities: | ||||
Net loss | (919,573) | |||
Net loss from continuing operations | (919,573) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Impairment loss | (2,123,904) | |||
Provision for doubtful accounts | 1,750,909 | |||
Impairment loss of intangible assets | 1,292,568 | |||
Digital assets generated from mining business | (664,307) | |||
Digital assets received as payment | (5,864) | (17,863) | ||
Digital assets used to pay expenses | 2,141,375 | 6,924 | ||
Disposal of digital assets | 325,987 | 647 | ||
Prepaid expenses and other current assets | 619,518 | |||
Accrued expenses and other current liabilities | 56,714 | |||
Net cash used in continuing operations | 2,594,443 | |||
Net cash used in operating activities | 2,594,443 | |||
Cash flows from investing activities: | ||||
Digital assets received as payment | 5,864 | 17,863 | ||
Digital assets used to pay expenses | (2,174,319) | (7,571) | ||
Disposal of digital assets | (425,988) | |||
Net cash (used in)/provided by continuing operations | (2,594,443) | 10,292 | ||
Net cash (used in)/provided by investing activities | (2,594,443) | $ 10,292 | ||
Adjustment | Accumulated deficit | ||||
Consolidated Statements of Operations | ||||
Net loss | (919,573) | |||
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (919,573) | |||
Stockholders' Equity | (919,573) | |||
Adjustment | Total Mercurity Fintech Holding Inc. shareholders' equity | ||||
Consolidated Statements of Operations | ||||
Net loss | (919,573) | |||
Consolidated Statements of Stockholders' Equity | ||||
Net loss | (919,573) | |||
Stockholders' Equity | $ (919,573) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Consolidated statements of operations based on the new number of the ordinary shares after the 2023 Share Consolidation (Details) | 12 Months Ended | |||
Dec. 29, 2022 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||||
Share Consolidation ratio | 400 | |||
Par value per share after share consolidation ration | $ 0.004 | |||
Consolidated Statements of Operations | ||||
Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. | $ | $ (5,634,971) | $ (21,665,704) | $ (1,651,273) | |
Continuing operations | $ | $ (5,634,971) | (13,305,382) | (693,318) | |
Discontinued operations | $ | $ (8,360,322) | $ (957,955) | ||
Weighted average shares used in calculating basic net loss per ordinary share | shares | 14,435,674 | 9,720,934 | 6,689,704 | |
Weighted average shares used in calculating diluted net loss per ordinary share | shares | 14,435,674 | 9,720,934 | 6,689,704 | |
Net Loss per ordinary share | ||||
Basic | $ (0.39) | $ (2.23) | $ (0.25) | |
Diluted | (0.39) | (2.23) | (0.25) | |
Net Loss per ordinary share from continuing operation | ||||
Basic | (0.39) | (1.37) | (0.10) | |
Diluted | $ (0.39) | (1.37) | (0.10) | |
Net Loss per ordinary share from discontinued operation | ||||
Basic | (0.86) | (0.14) | ||
Diluted | $ (0.86) | $ (0.14) | ||
Before the Share Consolidation | ||||
Consolidated Statements of Operations | ||||
Weighted average shares used in calculating basic net loss per ordinary share | shares | 5,774,269,431 | 3,888,373,404 | 2,675,881,652 | |
Weighted average shares used in calculating diluted net loss per ordinary share | shares | 5,774,269,431 | 3,888,373,404 | 2,675,881,652 | |
Net Loss per ordinary share | ||||
Basic | $ 0 | $ 0 | $ 0 | |
Diluted | 0 | 0 | 0 | |
Net Loss per ordinary share from continuing operation | ||||
Basic | 0 | 0 | 0 | |
Diluted | 0 | 0 | 0 | |
Net Loss per ordinary share from discontinued operation | ||||
Basic | 0 | 0 | 0 | |
Diluted | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Machinery and equipment | |
PROPERTY AND EQUIPMENT, NET | |
Property, Plant and Equipment, Estimated Useful Lives | 6 years |
Office Equipment [Member] | |
PROPERTY AND EQUIPMENT, NET | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 10, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 28, 2023 USD ($) | Feb. 06, 2023 USD ($) | Feb. 02, 2023 USD ($) | Jan. 31, 2023 USD ($) | Nov. 30, 2022 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Accumulated deficit | $ (667,320,289) | $ (667,320,289) | $ (661,685,318) | ||||||||
Net loss | (5,600,000) | (21,665,704) | $ (1,651,273) | ||||||||
Revenues | 863,438 | 670,171 | 1,402,300 | ||||||||
Security Deposit which can be lifted within one year | 33,909 | 33,909 | 0 | ||||||||
Security Deposit which can be lifted in the second and third years | 57,300 | 57,300 | 0 | ||||||||
Provision for doubtful accounts receivable | 1,147,131 | ||||||||||
Impairment loss of intangible assets | 1,292,568 | 835,344 | |||||||||
Goodwill | 8,107,014 | ||||||||||
Present value of reestimated future operating cash flows of Mercurity Limited and NBPay business | 0 | ||||||||||
Impairment loss | 0 | 0 | |||||||||
Cost of revenue | $ 1,380,600 | 702,679 | 79,150 | ||||||||
Description Of Emerging Growth Company | As a company with less than US$1 billion in gross revenue for the last fiscal year, we qualify as an “emerging growth company” (“EGC”) pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). | ||||||||||
Operating Leases, Future Minimum Payments Due | 974,479 | $ 974,479 | |||||||||
Web3 decentralized storage infrastructure | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Aggregate consideration | 5,980,000 | ||||||||||
Jinhe Capital Limited | SUBSEQUENT EVENTS | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Aggregate consideration | $ 9,000,000 | ||||||||||
Number of Antminer S19 PRO Bitcoin Mining Machines Agreed to Purchase | item | 5,000 | ||||||||||
Commitments | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Operating Leases, Future Minimum Payments Due | 66,667 | ||||||||||
Mercurity Limited and NBPay business | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Goodwill | 8,107,014 | ||||||||||
Beijing Qichi Trading Ltd | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Provision for doubtful accounts receivable | 54,923 | ||||||||||
BGA FOUNDATION LTD | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Provision for doubtful accounts receivable | 1,092,208 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Accumulated deficit | 0 | $ 0 | |||||||||
Consulting agreement with Chinese media company | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Percentage of project completed for revenue recognition | 50% | ||||||||||
Revenue recognized | $ 80,000 | ||||||||||
Securities Purchase Agreement | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Restructuring, amount received | $ 5,000,000 | 5,000,000 | $ 3,150,000 | ||||||||
Securities Purchase Agreement | SUBSEQUENT EVENTS | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Restructuring, amount received | $ 5,000,000 | ||||||||||
Securities Purchase Agreement | SUBSEQUENT EVENTS | Unsecured Convertible Promissory Note | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Face value of debt | $ 9,000,000 | $ 9,000,000 | $ 9,000,000 | ||||||||
Cryptocurrency mining | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Revenues | $ 783,089 | 783,438 | 664,307 | 0 | |||||||
Cost of revenue | 1,361,600 | 702,679 | 0 | ||||||||
Bitcoin Mining | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Revenues | 783,090 | ||||||||||
Cost of revenue | 1,291,784 | ||||||||||
Expenses for mining machines and mine leases | 1,036,741 | 563,955 | |||||||||
Electricity expenses | 255,043 | 138,724 | |||||||||
Filecoin Mining | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Revenues | 348 | ||||||||||
Cost of revenue | 69,817 | ||||||||||
Depreciation costs | 28,950 | ||||||||||
Mine Lease Costs | 22,075 | ||||||||||
Direct labor | 4,000 | ||||||||||
Software licensing costs | 14,792 | ||||||||||
Consultation Services | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Revenues | 80,000 | 0 | 0 | ||||||||
Cost of revenue | $ 19,000 | $ 0 | $ 0 | ||||||||
Machinery and Equipment [Member] | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Estimated Residual | 10% | 10% | |||||||||
Office Equipment [Member] | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Estimated Residual | 5% | 5% | |||||||||
New York Office | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Lease term | 35 months | 35 months |
CONCENTRATION OF RISK - Additio
CONCENTRATION OF RISK - Additional information (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONCENTRATION OF RISK | ||
Percentage Of Fluctuations in Foreign Exchange rate | 7.60% | 2.30% |
SECURITY DEPOSIT (Details)
SECURITY DEPOSIT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
SECURITY DEPOSIT | ||
Security Deposit which can be lifted within one year | $ 33,909 | $ 0 |
Security Deposit which can be lifted in the second and third years | 57,300 | $ 0 |
Total | 91,209 | |
Frozen funds deposited in bank account for office rental contract | ||
SECURITY DEPOSIT | ||
Security Deposit which can be lifted within one year | 33,909 | |
Security Deposit which can be lifted in the second and third years | $ 57,300 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ACCOUNTS RECEIVABLE, NET | |||
Accounts receivable | $ 1,147,131 | $ 1,147,131 | |
Less: allowance for doubtful accounts | 1,147,131 | 1,147,131 | |
Accounts receivable, net | 0 | 0 | |
Provision for doubtful accounts | $ 3,138 | 1,750,909 | $ 0 |
Beijing Qichi Trading Ltd | |||
ACCOUNTS RECEIVABLE, NET | |||
Provision for doubtful accounts | 54,923 | ||
BGA FOUNDATION LTD | |||
ACCOUNTS RECEIVABLE, NET | |||
Provision for doubtful accounts | $ 1,092,208 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |||
Other receivables, net of allowance for doubtful accounts of $nil, $nil and $nil at December 31, 2020, 2021 and 2022 | $ 10,925 | $ 0 | |
Prepaid professional service expenses | 0 | 3,578 | |
Prepaid for rental fees of Bitcoin shared mining machine, mine site and electricity | 0 | 1,291,784 | |
Total prepaid expenses and other current assets | 10,925 | 1,295,362 | |
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 15, 2022 | Dec. 31, 2022 | Nov. 10, 2022 | Dec. 31, 2021 |
PROPERTY AND EQUIPMENT, NET | ||||
Total property and equipment | $ 5,990,122 | |||
Less: Accumulated depreciation | 28,949 | |||
Property and equipment, net | 5,961,173 | $ 0 | ||
Asset purchase agreement with Huangtong International Co., Ltd. | ||||
PROPERTY AND EQUIPMENT, NET | ||||
Aggregate consideration | $ 5,980,000 | |||
Market value of cryptocurrency mining servers | $ 5,980,000 | |||
Machinery and equipment | ||||
PROPERTY AND EQUIPMENT, NET | ||||
Total property and equipment | 5,982,900 | |||
Electronics and office equipment | ||||
PROPERTY AND EQUIPMENT, NET | ||||
Total property and equipment | $ 7,222 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 08, 2021 USD ($) | |
INTANGIBLE ASSETS, NET | ||||
Less: Accumulated impairment | $ (4,057,762) | $ (919,573) | ||
Intangible assets, Net | 4,233,228 | 7,277,717 | ||
Book values | 2,003,332 | |||
Impairment loss of intangible assets | 1,292,568 | $ 835,344 | ||
Bitcion | ||||
INTANGIBLE ASSETS, NET | ||||
Total Cryptocurrencies | $ 5,972,282 | 5,189,195 | ||
Number of cryptocurrencies held | 125.8584797 | |||
Book values | $ 1,952,597 | $ 5,972,282 | ||
Impairment loss of intangible assets | $ 3,111,232 | 908,453 | ||
Bitcion | Pipe [Member] | ||||
INTANGIBLE ASSETS, NET | ||||
Number of cryptocurrencies held | 95.23843406 | |||
Bitcion | Mining Business [Member] | ||||
INTANGIBLE ASSETS, NET | ||||
Number of cryptocurrencies held | 30.62004567 | |||
USD Coin | ||||
INTANGIBLE ASSETS, NET | ||||
Total Cryptocurrencies | $ 2,003,332 | 3,002,231 | ||
Number of cryptocurrencies held | 2,005,537.50 | |||
Book values | $ 1,992,211 | |||
Impairment loss of intangible assets | 0 | 11,120 | ||
Filecoin | ||||
INTANGIBLE ASSETS, NET | ||||
Total Cryptocurrencies | $ 315,376 | 0 | ||
Number of cryptocurrencies held | 104,762.0706 | |||
Book values | $ 315,376 | |||
Impairment loss of intangible assets | $ 26,957 | |||
Filecoin | Asset Purchase Agreement | ||||
INTANGIBLE ASSETS, NET | ||||
Number of cryptocurrencies held | 104,646.5806 | |||
Filecoin | Physical business Mining Business [Member] | ||||
INTANGIBLE ASSETS, NET | ||||
Number of cryptocurrencies held | 115.49 | |||
Others | ||||
INTANGIBLE ASSETS, NET | ||||
Total Cryptocurrencies | $ 0 | 5,864 | ||
Impairment loss of intangible assets | 5,864 | |||
Cryptocurrencies | ||||
INTANGIBLE ASSETS, NET | ||||
Total Cryptocurrencies | 8,290,990 | 8,197,290 | ||
Impairment loss of intangible assets | $ 3,144,053 | $ 1,292,568 |
INTANGIBLE ASSETS, NET - Moveme
INTANGIBLE ASSETS, NET - Movement of acquired intangible assets (Details) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 15, 2022 USD ($) item | Oct. 19, 2021 USD ($) | Sep. 08, 2021 USD ($) | |
INTANGIBLE ASSETS | ||||||
Balance as of January 1, 2021 and 2022 | $ 7,277,717 | $ 383,289 | ||||
Addition: received Cryptocurrencies payments | 315,028 | 10,000,363 | ||||
Purchase | 0 | 0 | ||||
Mining out | 783,438 | 664,307 | ||||
Deduction: Payment made by Cryptocurrencies | 0 | (2,141,375) | ||||
Deduction: disposal of Cryptocurrencies | (998,902) | (336,299) | ||||
Impairment | (3,144,053) | (1,292,568) | ||||
Balance as of December 31, 2021 and 2022 | 4,233,228 | 7,277,717 | $ 383,289 | |||
Impairment loss of intangible assets | 1,292,568 | $ 835,344 | ||||
Bitcion | ||||||
INTANGIBLE ASSETS | ||||||
Mining out | $ 783,090 | |||||
Number of cryptocurrencies mined out | 18.86491222 | |||||
Market value of cryptocurrencies | $ 5,000,000 | |||||
Impairment loss of intangible assets | $ 3,111,232 | 908,453 | ||||
Cryptocurrencies | ||||||
INTANGIBLE ASSETS | ||||||
Addition: received Cryptocurrencies payments | 315,028 | |||||
Market value of cryptocurrencies | 968,934 | |||||
Impairment loss of intangible assets | 3,144,053 | 1,292,568 | ||||
Value of cryptocurrencies wrote off | 5,864 | |||||
Value of cryptocurrencies used out of business | 5,864 | |||||
Filecoin | ||||||
INTANGIBLE ASSETS | ||||||
Mining out | $ 348 | |||||
Number of cryptocurrencies mined out | 115.49 | |||||
Impairment loss of intangible assets | $ 26,957 | |||||
Filecoin | Asset purchase agreement with Huangtong International Co., Ltd. | ||||||
INTANGIBLE ASSETS | ||||||
Number of cryptocurrencies received | item | 104,646.5806 | |||||
Value of cryptocurrencies received | $ 315,028 | |||||
USD Coin | ||||||
INTANGIBLE ASSETS | ||||||
Deduction: disposal of Cryptocurrencies | $ (998,902) | |||||
Market value of cryptocurrencies | $ 5,000,000 | |||||
Number of cryptocurrencies sold | 1,000,000 | |||||
Cash proceeds from cryptocurrencies sold | $ 968,934 | |||||
Impairment loss of intangible assets | 0 | 11,120 | ||||
Others | ||||||
INTANGIBLE ASSETS | ||||||
Impairment loss of intangible assets | $ 5,864 | |||||
FFcoins and Other Cryptocurrencies [Member] | ||||||
INTANGIBLE ASSETS | ||||||
Impairment loss of intangible assets | 372,995 | |||||
Value of cryptocurrencies wrote off | (1,208,339) | |||||
Value of cryptocurrencies used out of business | $ 1,208,339 |
INTANGIBLE ASSETS, NET - Additi
INTANGIBLE ASSETS, NET - Additional information (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Sep. 08, 2021 USD ($) | |
INTANGIBLE ASSETS, NET | |||||
Impairment loss of intangible assets | $ 1,292,568 | $ 835,344 | |||
Book values | $ 2,003,332 | ||||
Book value of bitcoins stored in out of control wallet | 3,944,808 | ||||
Book value of bitcoins transferred to other unknown wallets | 3,469,762 | ||||
Bitcion | |||||
INTANGIBLE ASSETS, NET | |||||
Impairment loss of intangible assets | $ 3,111,232 | $ 908,453 | |||
Number of cryptocurrencies held | 125.8584797 | ||||
Book values | $ 1,952,597 | $ 5,972,282 | |||
Estimated lowest price | $ / shares | $ 15,514.23 | ||||
Average daily closing price | $ / shares | $ 22,712.12 | ||||
Average value of cryptocurrencies | $ 2,858,513 |
INTANGIBLE ASSETS, NET - Mispla
INTANGIBLE ASSETS, NET - Misplaced cryptocurrencies (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Sep. 08, 2021 USD ($) | |
INTANGIBLE ASSETS, NET | ||
Book values | $ 2,003,332 | |
Bitcion | ||
INTANGIBLE ASSETS, NET | ||
Quantities | 125.8584797 | |
Book values | $ 1,952,597 | $ 5,972,282 |
USD Coin | ||
INTANGIBLE ASSETS, NET | ||
Quantities | 2,005,537.50 | |
Book values | $ 1,992,211 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued payroll and welfare | $ 62,311 | $ 56,989 |
Accounts payable | 22,075 | 0 |
Advance from customers | 80,000 | 0 |
Payables for professional fees | 69,552 | 157,643 |
Income taxes payable | 2,294 | 0 |
Other taxes payable | 258 | 3,635 |
Other | 170 | |
Total accrued expenses and other current liabilities | $ 236,490 | $ 218,437 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | |||
Federal income tax | $ (259,753) | ||
Income/(Loss) before income taxes | $ (13,305,382) | $ (693,318) | |
Components of income tax expense | |||
Current tax benefit (expense) | (2,293) | ||
Deferred tax benefit (expense) | 251,004 | ||
Income tax expenses/(benefits) | (248,711) | 0 | 0 |
Significant components of the Group's deferred tax assets and liabilities [Abstract] | |||
Total deferred tax assets | 251,005 | ||
Deferred tax assets | |||
Net operating loss carry forwards | 90,567 | ||
Valuation allowance | 160,438 | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Income tax computed at applicable tax rates | (259,753) | ||
Income/(Loss) before income taxes | (13,305,382) | (693,318) | |
Effect of different tax rates in different jurisdictions | 451 | ||
Non-deductible expenses | 134,183 | ||
Current losses unrecognized deferred income tax | 43,478 | ||
Prior losses recognized deferred income tax in current period | (6,632) | ||
Change in valuation allowance in current period | (133,399) | ||
Change in valuation allowance in prior period | (27,039) | ||
Income tax expenses/(benefits) | (248,711) | 0 | $ 0 |
Cayman Islands | |||
INCOME TAXES | |||
Income/(Loss) before income taxes | (7,992,466) | (17,246,659) | |
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Income/(Loss) before income taxes | $ (7,992,466) | (17,246,659) | |
US | |||
INCOME TAXES | |||
income tax rate (as a percent) | 21% | ||
State income tax | $ 570 | ||
State Corporate Income Tax Law (as a percent) | 6.50% | ||
Federal income tax | $ 1,843 | ||
Income/(Loss) before income taxes | 8,776 | ||
Components of income tax expense | |||
Income tax expenses/(benefits) | $ 2,294 | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Statutory income tax rate PRC | 21% | ||
Income tax computed at applicable tax rates | $ 1,843 | ||
Income/(Loss) before income taxes | 8,776 | ||
Effect of different tax rates in different jurisdictions | 451 | ||
Income tax expenses/(benefits) | $ 2,294 | ||
Hong Kong | |||
INCOME TAXES | |||
Effective Income Tax Rate Reconciliation, Percent | 16.50% | ||
income tax rate (as a percent) | 16.50% | ||
Federal income tax | $ (217,333) | ||
Income/(Loss) before income taxes | $ (1,317,169) | (202,316) | |
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Statutory income tax rate PRC | 16.50% | ||
Income tax computed at applicable tax rates | $ (217,333) | ||
Income/(Loss) before income taxes | (1,317,169) | (202,316) | |
Non-deductible expenses | 133,398 | ||
Prior losses recognized deferred income tax in current period | (6,632) | ||
Change in valuation allowance in current period | (133,399) | ||
Change in valuation allowance in prior period | $ (27,039) | ||
PRC | |||
INCOME TAXES | |||
income tax rate (as a percent) | 17% | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Statutory income tax rate PRC | 17% | ||
Singapore | |||
INCOME TAXES | |||
Effective Income Tax Rate Reconciliation, Percent | 17% | ||
Income/(Loss) before income taxes | (9,187) | ||
Components of income tax expense | |||
Income tax expenses/(benefits) | $ 0 | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Income/(Loss) before income taxes | (9,187) | ||
Income tax expenses/(benefits) | 0 | ||
Minimum | US | |||
INCOME TAXES | |||
Federal income tax | 1,723 | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Income tax computed at applicable tax rates | $ 1,723 | ||
State Administration of Taxation, China [Member] | |||
INCOME TAXES | |||
income tax rate (as a percent) | 25% | ||
Federal income tax | $ (44,263) | ||
Income/(Loss) before income taxes | $ (177,053) | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Statutory income tax rate PRC | 25% | ||
Income tax computed at applicable tax rates | $ (44,263) | ||
Income/(Loss) before income taxes | (177,053) | ||
Non-deductible expenses | 785 | ||
Current losses unrecognized deferred income tax | $ 43,478 | ||
State Administration of Taxation, China [Member] | PRC | |||
INCOME TAXES | |||
income tax rate (as a percent) | 25% | ||
Income/(Loss) before income taxes | $ (177,053) | (1,341,425) | |
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Statutory income tax rate PRC | 25% | ||
Income/(Loss) before income taxes | $ (177,053) | $ (1,341,425) |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets and Liabilities, Lessee [Abstract] | ||
Right-of-use assets | $ 873,878 | |
Right-of-use assets, net | 873,878 | $ 0 |
Operating lease liabilities - current | 269,675 | 0 |
Operating lease liabilities - non-current | 634,457 | $ 0 |
Total operating lease liabilities | $ 904,132 | |
New York and Shenzhen offices | ||
LEASES | ||
Remaining lease terms | 1 year 9 months 18 days | |
Weighted average discount rate | 5% | |
Minimum | New York and Shenzhen offices | ||
LEASES | ||
Remaining lease terms | 9 months 29 days | |
Maximum | New York and Shenzhen offices | ||
LEASES | ||
Remaining lease terms | 2 years 9 months |
LEASES - Components of office l
LEASES - Components of office lease expense (Details) - General and administrative | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
LEASES | |
Operating lease cost | $ 60,578 |
Operating lease expense | 60,578 |
Short-term lease rent expense | 31,301 |
Total lease expense | $ 91,879 |
LEASES - Summary of maturity of
LEASES - Summary of maturity of operating lease liabilities (Details) | Dec. 31, 2022 USD ($) |
Maturity of operating lease liabilities | |
2023 | $ 309,945 |
2024 | 375,940 |
2025 | 288,594 |
Total | 974,479 |
Less: imputed interest | (70,347) |
Total operating lease liabilities | $ 904,132 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 12 Months Ended | |||||||||||||||||||||||||
Jan. 10, 2023 USD ($) shares | Dec. 29, 2022 $ / shares | Dec. 28, 2022 | Dec. 23, 2022 USD ($) shares | Dec. 20, 2022 USD ($) item shares | Dec. 15, 2022 USD ($) shares | Nov. 21, 2022 USD ($) item shares | Oct. 19, 2021 USD ($) item shares | Sep. 27, 2021 shares | Sep. 08, 2021 USD ($) item shares | Mar. 03, 2021 USD ($) shares | Mar. 01, 2021 shares | Jan. 27, 2021 USD ($) shares | Aug. 13, 2020 shares | May 20, 2020 USD ($) shares | May 03, 2020 shares | Mar. 01, 2020 shares | May 21, 2019 shares | Sep. 27, 2015 shares | Sep. 07, 2015 USD ($) shares | Jun. 08, 2015 USD ($) $ / shares shares | Apr. 27, 2015 $ / shares shares | Apr. 08, 2015 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Total purchase price | $ | $ 6,297,928 | $ 3,237,605 | ||||||||||||||||||||||||
Shares issued and transferred to depositary bank | 399,999,960 | 394,200,000 | ||||||||||||||||||||||||
Proceeds from private placement | $ | $ 3,150,000 | $ 300,000 | ||||||||||||||||||||||||
Ordinary shares issued upon the exercise of their share options | 868,563,072 | 775,117,466 | 55,983,312 | |||||||||||||||||||||||
Value of share options exercised | $ | $ 13,094 | $ 184 | ||||||||||||||||||||||||
Number of investors | item | 2 | 3 | 3 | 3 | ||||||||||||||||||||||
Shares issued | 3,676,470,589 | 2,423,076,922 | 571,428,570 | 571,428,570 | 90,000,000 | |||||||||||||||||||||
Shares issued for services | 108,000,000 | |||||||||||||||||||||||||
Share Consolidation ratio | 400 | |||||||||||||||||||||||||
Par value per share after share consolidation ration | $ / shares | $ 0.004 | |||||||||||||||||||||||||
ADR share ratio | 1 | 360 | ||||||||||||||||||||||||
Huangtong International Co., Ltd | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Aggregate consideration | $ | $ 5,980,000 | |||||||||||||||||||||||||
Aggregate consideration payable in ordinary shares | $ | $ 2,718,181,818 | |||||||||||||||||||||||||
Employees and former employees | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued upon the exercise of their share options | 868,563,072 | |||||||||||||||||||||||||
Common shares remain for future issuance | 0 | 0 | 18,379,800 | |||||||||||||||||||||||
Accredited non-U.S. investor | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Proceeds from private placement | $ | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||
Shares issued | 4,545,454,546 | 2,718,181,818 | ||||||||||||||||||||||||
Number of shares per unit | 1 | |||||||||||||||||||||||||
Number of warrants per unit | 3 | |||||||||||||||||||||||||
Shares not yet issued | 4,545,454,546 | |||||||||||||||||||||||||
Unicorn | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued for consideration | 632,660,858 | |||||||||||||||||||||||||
NBPay Investment | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued for consideration | 761,789,601 | |||||||||||||||||||||||||
Mr. Xu | JMU | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Shares issued pursuant to supplemental agreement | $ | $ 15,000,000 | |||||||||||||||||||||||||
Stock Issued During Period Shares Other | 27,000,000 | |||||||||||||||||||||||||
Ordinary shares | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Total proceeds from issuance of ordinary shares upon IPO, after deducting the IPO related cost | $ | $ 37,294,600 | |||||||||||||||||||||||||
IPO related cost | $ | 3,000,000 | |||||||||||||||||||||||||
Ordinary shares issued for consideration | 2,718,181,818 | 761,789,601 | ||||||||||||||||||||||||
Total purchase price | $ | $ 27,182 | $ 7,618 | ||||||||||||||||||||||||
Ordinary shares issued upon the exercise of their share options | 3,602,880 | 18,270,720 | ||||||||||||||||||||||||
Value of share options exercised | $ | $ 36 | $ 184 | ||||||||||||||||||||||||
Shares issued | 6,207,547,511 | 1,352,857,140 | 90,000,000 | |||||||||||||||||||||||
Ordinary shares | Employees and former employees | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Shares issued and transferred to depositary bank | 36,000,000 | 38,363,112 | ||||||||||||||||||||||||
Ordinary shares | JMU | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued for consideration | 741,422,780 | |||||||||||||||||||||||||
Ordinary shares issued upon the exercise of their share options | 210,000,000 | 210,000,000 | ||||||||||||||||||||||||
Value of share options exercised | $ | $ 700,000 | $ 700,000 | ||||||||||||||||||||||||
Ordinary shares | Unicorn | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued for consideration | 632,660,858 | |||||||||||||||||||||||||
Ordinary shares | NBPay Investment | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued for consideration | 761,789,601 | |||||||||||||||||||||||||
Ordinary shares | Mr. Xu | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Amount of Mr. Xu's indebtedness converted into ordinary shares | $ | $ 69,400,000 | |||||||||||||||||||||||||
Ordinary shares issued upon conversion of Mr. Xu's debt | 124,835,802 | |||||||||||||||||||||||||
Stock Issued During Period Shares Other | 27,000,000 | |||||||||||||||||||||||||
Ordinary shares | Mr. Xu | JMU | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued for consideration | 72,000,000 | |||||||||||||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 0.5556 | |||||||||||||||||||||||||
Total purchase price | $ | $ 40,000,000 | |||||||||||||||||||||||||
Ordinary shares | IPO | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Shares issued | 72,000,000 | |||||||||||||||||||||||||
Ordinary shares | Over-allotment option | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Shares issued | 3,960,000 | |||||||||||||||||||||||||
Bitcion [Member] | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Proceeds from private placement | $ | $ 5,000,000 | $ 105.2385 | ||||||||||||||||||||||||
Market value of cryptocurrencies | $ | $ 5,000,000 | |||||||||||||||||||||||||
USD Coin [Member] | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Proceeds from private placement | $ | $ 5,000,000 | |||||||||||||||||||||||||
Market value of cryptocurrencies | $ | $ 5,000,000 | |||||||||||||||||||||||||
ADS | Employees and former employees | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Shares issued and transferred to depositary bank | 1,111,111 | 1,095,000 | 1,000,000 | 2,131,284 | ||||||||||||||||||||||
ADS | IPO | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Price per share | $ / shares | $ 10 | |||||||||||||||||||||||||
Shares issued | 4,000,000 | |||||||||||||||||||||||||
ADS | Over-allotment option | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Price per share | $ / shares | $ 10 | |||||||||||||||||||||||||
Shares issued | 220,000 | |||||||||||||||||||||||||
Series A-1 Preferred Shares | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued upon automatic conversion of preferred shares, upon the completion of the IPO | 12,202,988 | |||||||||||||||||||||||||
Series A-2 Preferred Shares | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued upon automatic conversion of preferred shares, upon the completion of the IPO | 122,029,877 | |||||||||||||||||||||||||
Series B Preferred Shares | ||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||
Ordinary shares issued upon automatic conversion of preferred shares, upon the completion of the IPO | 30,507,471 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) - $ / shares | 12 Months Ended | ||||||||||
Aug. 25, 2021 | Apr. 30, 2021 | Jan. 25, 2021 | Jan. 03, 2021 | Nov. 24, 2020 | Jul. 09, 2020 | Jul. 01, 2016 | Sep. 01, 2015 | Jul. 27, 2015 | Dec. 31, 2022 | Dec. 31, 2019 | |
2011 Plan | Options | |||||||||||
Number of RSUs | |||||||||||
Granted | 32,028,700 | ||||||||||
Weighted average grant date fair value | |||||||||||
Granted | $ 0.20 | ||||||||||
2011 Plan | Restricted Stock Units (RSUs) | |||||||||||
Number of RSUs | |||||||||||
Outstanding at beginning of year | 112,501 | ||||||||||
Granted | 10,430,000 | 0 | |||||||||
Vested and transfer to grantee (shares) | (37,500) | 0 | |||||||||
Forfeited and expected Forfeit | (75,001) | ||||||||||
Outstanding at ending of year | 0 | ||||||||||
Weighted average grant date fair value | |||||||||||
Outstanding at beginning of year | $ 2.43 | ||||||||||
Granted | $ 0 | ||||||||||
Vested and transfer to grantee (per shares) | 2.43 | ||||||||||
Forfeited and expected Forfeit | $ 2.43 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The issued RSUs will vest 100% when the following two conditions are both met: a) on and after the first anniversary of the grant date and b) the market price of the Company’s ADS is not less than $7 per ADS. | ||||||||||
Vested and transfer to grantee (shares) | 37,500 | 0 | |||||||||
Forfeited and expected Forfeit | (75,001) | ||||||||||
Vested and transfer to grantee (per shares) | $ 2.43 | ||||||||||
Forfeited and expected Forfeit | $ 2.43 | ||||||||||
2011 Plan | Board of Directors | Restricted Stock Units (RSUs) | |||||||||||
SHARE-BASED COMPENSATION | |||||||||||
Recognition period | 4 years | ||||||||||
Number of RSUs | |||||||||||
Granted | 550,001 | 28,841,700 | |||||||||
Vested and transfer to grantee (shares) | (28,639,900) | ||||||||||
Weighted average grant date fair value | |||||||||||
Granted | $ 0 | ||||||||||
Vests with exercise price | $ 0 | ||||||||||
Vesting period (in years) | 4 years | ||||||||||
Cliff period | 1 year | ||||||||||
Vested and transfer to grantee (shares) | 28,639,900 | ||||||||||
2011 Plan | Management | Restricted Stock Units (RSUs) | |||||||||||
Number of RSUs | |||||||||||
Granted | 224,000 | 123,000 | |||||||||
Weighted average grant date fair value | |||||||||||
Vests with exercise price | $ 0 | $ 0 | |||||||||
2011 Plan | Vest immediately | |||||||||||
SHARE-BASED COMPENSATION | |||||||||||
Vesting percentage | 40% | ||||||||||
2011 Plan | Six months time-based vesting schedule | |||||||||||
SHARE-BASED COMPENSATION | |||||||||||
Vesting percentage | 30% | ||||||||||
2011 Plan | Six months time-based vesting schedule | Restricted Stock Units (RSUs) | |||||||||||
SHARE-BASED COMPENSATION | |||||||||||
Vesting percentage | 50% | ||||||||||
2011 Plan | Twelve months time-based vesting schedule | |||||||||||
SHARE-BASED COMPENSATION | |||||||||||
Vesting percentage | 30% | ||||||||||
2020 Plan | |||||||||||
Number of RSUs | |||||||||||
Granted | 0 | ||||||||||
2020 Plan | Board of Directors | Restricted Stock Units (RSUs) | |||||||||||
Number of RSUs | |||||||||||
Granted | 205,600 | ||||||||||
Weighted average grant date fair value | |||||||||||
Vesting period (in years) | 4 years | ||||||||||
Cliff period | 1 year | ||||||||||
2020 Plan | Management | Restricted Stock Units (RSUs) | |||||||||||
Number of RSUs | |||||||||||
Granted | 20,000 | 100,000 | 140,000 | ||||||||
Weighted average grant date fair value | |||||||||||
Vests with exercise price | $ 0 | $ 0 | $ 0 | ||||||||
2021 Plan | |||||||||||
Number of RSUs | |||||||||||
Granted | 0 | ||||||||||
2021 Plan | Restricted Stock Units (RSUs) | |||||||||||
Weighted average grant date fair value | |||||||||||
Granted | $ 0 | ||||||||||
2021 Plan | Management | Restricted Stock Units (RSUs) | |||||||||||
Number of RSUs | |||||||||||
Granted | 1,099,443 |
SHARE BASED COMPENSATION - Addi
SHARE BASED COMPENSATION - Additional information (Details) - USD ($) | 12 Months Ended | ||||||||||
Sep. 27, 2021 | Aug. 25, 2021 | Nov. 24, 2020 | Jul. 09, 2020 | Jul. 01, 2016 | Sep. 01, 2015 | Jul. 27, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of share options | |||||||||||
Exercised | (868,563,072) | (775,117,466) | (55,983,312) | ||||||||
Other disclosures | |||||||||||
Share options exercised (Shares) | 868,563,072 | 775,117,466 | 55,983,312 | ||||||||
Share-based compensation expense | $ 558,395 | $ 8,349,862 | $ 286,132 | ||||||||
Unrecognized share-based compensation related to RSUs | 0 | ||||||||||
Unrecognized share-based compensation related to Stock options | 0 | ||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 558,395 | 8,349,862 | 285,950 | ||||||||
Common Stock, Value, Issued | $ 140,716 | 49,401 | |||||||||
2011 Plan | Options | |||||||||||
Other disclosures | |||||||||||
Granted | 32,028,700 | ||||||||||
Granted | $ 0.20 | ||||||||||
2011 Plan | Restricted Stock Units (RSUs) | |||||||||||
Other disclosures | |||||||||||
Granted | 10,430,000 | 0 | |||||||||
Vested | 37,500 | 0 | |||||||||
Share-based compensation expense | $ 286,132 | ||||||||||
Granted | $ 0 | ||||||||||
2011 Plan | Board of Directors | Options | |||||||||||
Other disclosures | |||||||||||
Unvested options | 3,312,618 | ||||||||||
2011 Plan | Board of Directors | Restricted Stock Units (RSUs) | |||||||||||
Weighted average exercise price | |||||||||||
Vested and expect to vest at end of year | $ 0 | ||||||||||
Other disclosures | |||||||||||
Granted | 550,001 | 28,841,700 | |||||||||
Vested | 28,639,900 | ||||||||||
Granted | $ 0 | ||||||||||
2020 Plan | |||||||||||
Other disclosures | |||||||||||
Granted | 0 | ||||||||||
2020 Plan | Restricted Stock Units (RSUs) | |||||||||||
Other disclosures | |||||||||||
Share-based compensation expense | $ 8,349,270 | ||||||||||
2020 Plan | Board of Directors | Restricted Stock Units (RSUs) | |||||||||||
Other disclosures | |||||||||||
Granted | 205,600 | ||||||||||
2021 Plan | |||||||||||
Other disclosures | |||||||||||
Granted | 0 | ||||||||||
2021 Plan | Twelve months time-based vesting schedule | |||||||||||
Other disclosures | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 571,666 | ||||||||||
2021 Plan | Restricted Stock Units (RSUs) | |||||||||||
Other disclosures | |||||||||||
Share-based compensation expense | $ 558,395 | ||||||||||
Granted | $ 0 | ||||||||||
2021 Plan | Restricted Stock Units (RSUs) | ADS | |||||||||||
Other disclosures | |||||||||||
Vested | 1,111,111 | ||||||||||
Shares exerecised | 571,666 | 527,777 | |||||||||
2021 Plan | Restricted Stock Units (RSUs) | Vest immediately | |||||||||||
Other disclosures | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 527,777 | ||||||||||
2021 Plan | Restricted Stock Units (RSUs) | Six months time-based vesting schedule | |||||||||||
Other disclosures | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 571,666 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||||
Sep. 10, 2022 | Jun. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due from the related party | $ 25,000 | $ 1,503 | |||
Net amount due to the related party | 923,596 | 1,122,607 | |||
Proceeds from issue of notes | 400,000 | 935,793 | $ 0 | ||
Kaiming Hu | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due from the related party | 0 | ||||
Kaiming Hu | Capital contributions | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due from the related party | $ 556,083 | ||||
Guoda Technology (Shenzhen) Co., Ltd. | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due from the related party | 0 | ||||
Guoda Technology (Shenzhen) Co., Ltd. | Office lease fee settlement | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Receivables related to capital contribution | 1,503 | ||||
Zhiyou Wang | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due to the related party | 250,396 | ||||
Zhiyou Wang | Borrowings from shareholders because temporary shortage of funds | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due to the related party | 250,396 | ||||
Wei Zheng | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due from the related party | 25,000 | ||||
Radiance Holding (HK) Limited | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due to the related party | $ 273,000 | ||||
Number of ADS to pay agency fees | 100,000 | ||||
Radiance Holding (HK) Limited | Borrowings from shareholders to pay agency fees with shares | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due to the related party | $ 273,000 | ||||
Ying Wang | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due to the related party | 400,000 | ||||
Ying Wang | Promissory note | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Net amount due to the related party | $ 400,000 | ||||
Maximum principal amount to be borrowed | $ 5,000,000 | ||||
Term of debt | 1 year | ||||
Mercurity Fintech Technology Holding Inc.("MFT"), | Wei Zheng | |||||
RELATED PARTY BALANCES AND TRANSACTIONS | |||||
Amount of loan provided | $ 25,000 | ||||
Term of debt | 1 year |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Rental expense under operating leases | $ 125,242 | $ 101,508 | $ 18,589 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |||
2023 | 309,945 | ||
2024 | 375,940 | ||
2025 | 288,594 | ||
Total | 974,479 | ||
Non-cancellable operating lease agreements | |||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |||
2023 | 380,420 | ||
2024 | 375,940 | ||
2025 | 288,594 | ||
Total | $ 1,044,954 |
MAINLAND CHINA CONTRIBUTION P_2
MAINLAND CHINA CONTRIBUTION PLAN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expense | ||
MAINLAND CHINA CONTRIBUTION PLAN | ||
Total provisions for employee benefits | $ 27,126 | $ 93,096 |
STATUTORY RESERVES AND RESTRI_2
STATUTORY RESERVES AND RESTRICTED NET ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | ||
Required minimum percentage of annual appropriations to general reserve fund | 10% | 10% |
Statutory threshold percentage of the reserve fund to the registered capital of the respective company, above which the appropriation is not required | 50% | 50% |
Appropriation of reserves | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Feb. 06, 2023 USD ($) $ / shares | Jan. 10, 2023 USD ($) item shares | Dec. 29, 2022 USD ($) $ / shares shares | Dec. 28, 2022 | Dec. 23, 2022 USD ($) $ / shares shares | Dec. 20, 2022 shares | Dec. 15, 2022 shares | Nov. 21, 2022 shares | Oct. 19, 2021 shares | Sep. 08, 2021 shares | May 20, 2020 shares | Jan. 10, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Feb. 28, 2023 USD ($) shares | Feb. 02, 2023 USD ($) | |
SUBSEQUENT EVENTS | |||||||||||||||||
Shares issued | 3,676,470,589 | 2,423,076,922 | 571,428,570 | 571,428,570 | 90,000,000 | ||||||||||||
Issuance of common stock | $ | $ 7,900,300 | $ 713,082 | $ 300,000 | ||||||||||||||
Share Consolidation ratio | 400 | ||||||||||||||||
Par value per share after share consolidation ration | $ / shares | $ 0.004 | ||||||||||||||||
Authorized capital | $ | $ 250,000 | ||||||||||||||||
Authorized shares | 62,500,000 | 25,000,000,000 | 25,000,000,000 | ||||||||||||||
Ordinary shares, shares authorized | 62,500,000 | 25,000,000,000 | 25,000,000,000 | ||||||||||||||
ADR share ratio | 1 | 360 | |||||||||||||||
Amount per ADR expected to receive | $ / shares | $ 0.9 | ||||||||||||||||
Increase in opening price of ADR | $ / shares | $ 1 | ||||||||||||||||
Ordinary shares, shares issued | 14,069,445,558 | 4,937,916,229 | |||||||||||||||
Ordinary shares, shares outstanding | 14,069,445,558 | 4,937,916,229 | |||||||||||||||
Accredited non-U.S. investor | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Number of shares per unit | 1 | ||||||||||||||||
Number of warrants per unit | 3 | ||||||||||||||||
Shares issued | 4,545,454,546 | 2,718,181,818 | |||||||||||||||
Securities Purchase Agreement | Accredited non-U.S. investor | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Number of units agreed to sell | 4,545,454,546 | ||||||||||||||||
Purchase price per unit | $ / shares | $ 0.00110 | ||||||||||||||||
Number of shares per unit | 1 | ||||||||||||||||
Number of warrants per unit | 3 | ||||||||||||||||
Issuance of common stock | $ | $ 5,000,000 | ||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Issuance of common stock | $ | $ 5,000,000 | ||||||||||||||||
Ordinary shares, shares issued | 46,537,290 | ||||||||||||||||
Ordinary shares, shares outstanding | 46,537,290 | ||||||||||||||||
SUBSEQUENT EVENTS | Jinhe Capital Limited | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Aggregate consideration to purchase Antminer S19 PRO Bitcoin mining machines | $ | $ 9,000,000 | ||||||||||||||||
Number of Antminer S19 PRO Bitcoin mining machines agreed to purchase | item | 5,000 | ||||||||||||||||
SUBSEQUENT EVENTS | Securities Purchase Agreement | Unsecured Convertible Promissory Note | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Face value of debt | $ | $ 9,000,000 | $ 9,000,000 | $ 9,000,000 | ||||||||||||||
SUBSEQUENT EVENTS | Securities Purchase Agreement | Accredited non-U.S. investor | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Shares issued | 4,545,454,546 | ||||||||||||||||
Issuance of common stock | $ | $ 5,000,000 | ||||||||||||||||
SUBSEQUENT EVENTS | Securities Purchase Agreement | Accredited non-U.S. investor | Unsecured Convertible Promissory Note | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Interest rate per annum | 5% | ||||||||||||||||
Term of debt | 1 year | ||||||||||||||||
Conversion Share Price | $ / shares | $ 0.00172 | ||||||||||||||||
Percentage of warrant coverage | 100% | ||||||||||||||||
SUBSEQUENT EVENTS | Securities Purchase Agreement | Accredited non-U.S. investor | Unsecured Convertible Promissory Note | ADRs | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Conversion Share Price | $ / shares | $ 0.62 |