Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 24, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Rebel Group, Inc. | ||
Entity Central Index Key | 0001532158 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Current Reporting Status | Yes | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Ex Transition Period | false | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity File Number | 333-177786 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | FL | ||
Entity Public Float | $ 145,931,828 | ||
Entity Common Stock, Shares Outstanding | 55,354,031 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 18,820 | $ 41,321 |
Deposits | 12,868 | 10,124 |
Trade and other receivables, net | 53,548 | 35,702 |
Total current assets | 85,236 | 87,147 |
Equipment, net | 27,138 | 23,846 |
Intangible assets, net | 62,343 | 83,667 |
Operating lease right-of-use assets | 85,789 | |
Long-term investment | 1,326,831 | |
TOTAL ASSETS | 260,506 | 1,521,491 |
Current liabilities: | ||
Convertible loans | 1,948,731 | 449,600 |
Short-term loans | 74,236 | 296,576 |
Accrued expenses | 39,641 | 102,237 |
Trade and other payables | 828,301 | 1,185,207 |
Due to shareholders | 1,226,963 | 2,849,410 |
Current lease liabilities | 45,770 | |
Income taxes payable | 80,661 | 60,653 |
Total current liabilities | 4,244,303 | 4,943,683 |
Long-term lease liabilities | 40,926 | |
Deferred tax liabilities | 278,634 | |
TOTAL LIABILITIES | 4,285,229 | 5,222,317 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at December 31, 2019 and 2018) | ||
Common stock ($0.0001 par value; authorized 500,000,000 shares, 53,687,271 and 48,319,986 shares issued and outstanding at December 31, 2019 and 2018) | 5,369 | 4,832 |
Additional paid-in capital | 15,121,563 | 11,384,592 |
Accumulated deficit | (19,201,492) | (8,370,529) |
Accumulated other comprehensive income (loss) | 49,837 | (6,719,721) |
Total Shareholders' deficit | (4,024,723) | (3,700,826) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 260,506 | $ 1,521,491 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 53,687,271 | 48,319,986 |
Common stock, shares outstanding | 53,687,271 | 48,319,986 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues, net | $ 138,908 | $ 223,783 |
Operating expenses | ||
Cost of sales | (769,167) | (1,878,123) |
Depreciation and amortization expenses | (36,498) | (39,876) |
General and administrative expenses | (4,409,227) | (5,186,646) |
Loss from operations | (5,075,984) | (6,880,862) |
Other (expense) income | ||
Impairments of goodwill | (6,509,942) | |
Convertible loan interest | (74,661) | (50,492) |
Bank loan interest | (13,108) | (141,393) |
Interest income | 50 | 8,921 |
Realized loss on disposal of long-term investment | (5,766,462) | |
Other expense | 119,202 | (60,230) |
Total other expense | (5,734,979) | (6,753,136) |
Loss before income tax expenses | (10,810,963) | (13,633,998) |
Income tax expenses | (20,000) | (20,015) |
Net loss | (10,830,963) | (13,654,013) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | 35,754 | (5,321) |
Change in fair value related to long-term investment, net of tax of nil and $2,867,239 for the years ended December 31, 2019 and 2018 | (10,786,280) | |
Other comprehensive income (loss), before tax | 35,754 | (10,791,601) |
Comprehensive loss | $ (10,795,209) | $ (24,445,614) |
Loss per share | ||
Basic and diluted loss per common share | $ (0.21) | $ (0.29) |
Basic and diluted weighted average common shares outstanding | 50,877,636 | 46,612,320 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Change in fair value related to long-term investment, net of tax | $ 2,867,239 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders'(deficit)/equity - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning balance at Dec. 31, 2017 | $ 4,280 | $ 7,585,435 | $ 5,283,484 | $ 4,071,880 | $ 16,945,079 |
Beginning balance, shares at Dec. 31, 2017 | 42,797,008 | ||||
Net loss | (13,654,013) | (13,654,013) | |||
Issuance of shares for cash, net of issuance costs | $ 420 | 2,608,911 | 2,609,331 | ||
Issuance of shares for cash, net of issuance costs, Shares | 4,202,600 | ||||
Issuance of shares for services | $ 132 | 1,190,246 | 1,190,378 | ||
Issuance of shares for services, shares | 1,320,378 | ||||
Long-term investment distributed to shareholders | |||||
Unrealized (loss) on investment, net of tax of $2,867,239 | (10,786,280) | (10,786,280) | |||
Foreign currency adjustment | (5,321) | (5,321) | |||
Ending balance at Dec. 31, 2018 | $ 4,832 | 11,384,592 | (8,370,529) | (6,719,721) | (3,700,826) |
Ending balance, shares at Dec. 31, 2018 | 48,319,986 | ||||
Reclassification adjustment for net losses realized | 6,733,804 | 6,733,804 | |||
Net loss | (10,830,963) | (10,830,963) | |||
Issuance of shares for cash, net of issuance costs | $ 362 | 3,799,538 | 3,799,900 | ||
Issuance of shares for cash, net of issuance costs, Shares | 3,618,001 | ||||
Issuance of shares for services | $ 175 | 1,952,971 | 1,953,146 | ||
Issuance of shares for services, shares | 1,749,284 | ||||
Long-term investment distributed to shareholders | (2,015,538) | 2,015,538 | |||
Foreign currency adjustment | 35,754 | 35,754 | |||
Ending balance at Dec. 31, 2019 | $ 5,369 | $ 15,121,563 | $ (19,201,492) | $ 49,837 | $ (4,024,723) |
Ending balance, shares at Dec. 31, 2019 | 53,687,271 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders'(deficit)/equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Unrealized loss on investment, net of tax | $ 2,867,239 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (10,830,963) | $ (13,654,013) |
Stock-based compensation | 1,953,146 | 1,190,378 |
Amortization of operating lease right-of-use assets | 7,112 | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation and amortization expense | 36,498 | 39,876 |
Impairment of goodwill | 6,509,942 | |
Realized loss on disposal of long-term investment | 5,766,462 | |
Bad debt provisions | 4,558 | 558,158 |
Changes in operating assets and liabilities: | ||
Trade and other receivables | (25,673) | 12,468 |
Accrued expenses | 184,159 | 72,979 |
Trade and other payables | (265,322) | 799,238 |
Trade and other receivables-related party | (1,482) | |
Lease liabilities | (6,219) | |
Taxes payable | 20,000 | (7,734) |
Net cash used in operating activities | (3,156,242) | (4,480,190) |
Cash flows from investing activities: | ||
Purchases of equipment | (17,585) | (20,100) |
Net cash used in investing activities | (17,585) | (20,100) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common shares | 2,799,900 | 2,609,331 |
Deposit paid | (30,000) | |
Proceeds from convertible loans | 1,506,239 | 74,145 |
Repayment of convertible loans | (111,218) | |
Convertible loans interest payment | (94,141) | (8,718) |
Proceeds from term loans | 58,637 | 356,489 |
Repayment of term loans | (285,014) | (8,744) |
Term loans interest payment | (7,330) | (48,173) |
Advances to directors | (211,878) | (642,655) |
Proceeds from related parties | 695,104 | 2,631,777 |
Repayment of related parties | (1,310,399) | (284,505) |
Net cash provided by financing activities | 3,151,118 | 4,537,729 |
Increase (Decrease) in cash | (22,709) | 37,439 |
Effect of foreign currency translation | 208 | (36,490) |
Cash at beginning of year | 41,321 | 40,372 |
Cash at end of year | 18,820 | 41,321 |
Supplemental cash flow disclosures: | ||
Cash paid for loan interest | 101,471 | 56,891 |
Cash paid for income tax | 17,605 | 15 |
Major non-cash transactions: | ||
Unrealized fair value loss on long-term investment | (13,653,519) | |
Operating lease asset obtained in exchange for operating lease obligation | 91,667 | |
Long-term investment distributed to shareholders | 2,015,538 | |
Issuance of shares for cash by offsetting due to shareholders | 1,000,000 | |
Shares issued for services | $ 1,953,146 | $ 1,190,378 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and nature of operations | 1. Organization and nature of operations Rebel Group, Inc. (f/k/a Inception Technology Group, Inc. and utilizes the trade name of Rebel Fighting Championship, the "Company") was incorporated under the laws of the State of Florida on September 13, 2011. The Company organizes, promotes and hosts mixed martial arts ("MMA") events featuring top level athletic talent. With assistance from contracted production crews, the Company also produces and distributes, through the internet and social media, and sells the rights to distribute to television stations, videos of its MMA events. The Company seeks to promote MMA in Asian countries through hosting events that attract talented fighters from all over the world. On June 21, 2017, Pure Heart Entertainment Pte Ltd. ("Pure Heart") formed Rebel Shanghai Limited, which was incorporated in Shanghai China in order to acquire Qingdao Quanyao Sports Consulting Co. Ltd.(the "Qingdao Quanyao") and the business expansion in the southern part of PRC. On October 1, 2017, the Company entered into a Share Transfer Agreement (the "Share Transfer") with Naixin Qi, an individual (the "Shareholder"), the sole shareholder of "Qingdao Quanyao". Pursuant to the Transfer Agreement, Pure Heart, through a wholly foreign owned entity (the "WOFE") agreed to acquire 100% share of the outstanding equity interests (the "Equity Stake") of the Qingdao Quanyao from the Shareholder with the purchase price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by the Target Company to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the "Forgiven Debts") and (ii) 12,000,000 shares (the "Shares") of the common stock of the Company, par value $0.0001 per share (the "Common Stock") (together the "Purchase Price") (See Note 3 to the consolidated financial statements for detail). Qingdao Quanyao holds 50% shares of Qingdao Leibo Sports Culture Co Ltd ("Leibo"). |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of principal accounting policies | 2. Summary of principal accounting policies Basis of presentation and consolidation The consolidated financial statements of the Company and its subsidiaries are prepared and presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All significant inter-company transactions and balances have been eliminated upon consolidation. The Company's audited consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Liquidity and capital resources The Company's financial statements for the year ended December 31, 2019 have been prepared on a going concern basis, which assumes that the Company will be able to meet its financial obligation, working capital and capital expenditures need as and when they fall due. As of December 31, 2019 , Net cash used in operating activities for the year ended December 31, 2019 was $3,156,242 as compared to $4,480,190 for the year ended December 31, 2018. The cash used in operating activities for the financial year ended December 31, 2019 was primarily due to a decreased net loss generated in the year. Net cash used in investing activities for the year ended December 31, 2019 was $17,585 as compared to $20,100 for the year ended December 31, 2018. The cash used in investing activities are mainly due to purchase of fixed assets. Net cash provided by financing activities for the year ended December 31, 2019 was $3,151,118 as compared to $4,537,729 for the year ended December 31, 2018. The cash provided by financing activities for the year ended December 31, 2019 are mainly from issuing of common shares and convertible loans, such cash inflow was partially offset by the repayment to related parties. As of December 31, 2019, the Company's cash balance was $18,820 and the Company's current liabilities exceed current assets by $4,159,067 which together with continued losses from operations raises substantial doubt about its ability to continue as a going concern. The Company's operating results for future periods are subject to uncertainties and it is uncertain if the management will be able to attain profitability and continued growth for the foreseeable future. If the management is not able to increase revenue and manage operating expenses in line with revenue forecasts, the Company may not be able to achieve profitability. Historically, the Company finances its operations through loans from investors and shareholders. The Company's actions to improve operation efficiency, cost reduction, and develop core cash-generating business include the following: seeking advances from the major shareholders, pursuing additional public and/or private issuance of securities, and looking for strategic business partners to optimize the Company's operations. The Company has considered whether there is substantial doubt about our ability to continue as a going concern due to (1) the Company's recurring losses from operations, including approximately $10,830,963 net loss attributable to the our stockholders for the year ended December 31, 2019, (2) the Company's accumulated deficit of approximately $19,201,492 as of December 31, 2019 and (3) the fact that the Company had negative operating cash flows of approximately $3,156,242 for the year ended December 31, 2019. In evaluating if there is substantial doubt about the Company's ability to continue as a going concern, the Company is trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses and increasing more live events, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity of the Company. On an on-going basis, the Company also received and will continue to receive financial support commitments from the Company's related parties. The Company's cash balance as of December 31, 2019 will not be sufficient to support the Company's operations for the next 12 months after the date that the financial statements issued. The Company has several actions to implement as mentioned above. However, if the Company is unable to obtain the necessary additional capital on a timely basis and on acceptable terms, the Company will be unable to implement its current plans for expansion, repay debt obligations or respond to competitive market pressures, which will have negative influence upon the Company's business, prospects, financial condition and results of operations. The negative operating results of cash flow and working capital in 2019 raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued operations are highly dependent upon its ability to increase revenues and if needed complete equity and/or debt financing. The Company believe if it is unable to obtain our resources to fund operations, the Company may be required to delay, scale back or eliminate some or all of its planned operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern. The audited consolidated financial statements for the year ended December 31, 2019 and 2018 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the Company's inability to continue as a going concern. Advertising and marketing expenditure Advertising and marketing expenditure is expensed when incurred and is included in "general and administrative expenses" in the consolidated statements of operations. Advertising and marketing expenses were $40,596 and $466,752 for the years ended December 31, 2019 and 2018, respectively. Revenue recognition The Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("Topic 606"), as of January 1, 2018 using the modified retrospective transition method. Topic 606 prescribes a five-step model for recognizing revenue which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price and (v) recognizing revenue. The Company derives revenues principally from the following sources: (i) advertising and sponsorship sales, (ii) live event ticket sales, and (iii) direct-to-consumer sales of merchandise at the live event venues. The below describes the revenue recognition policies in further detail for each major revenue source of the Company. Advertising and sponsorships: through the advertising and sponsorship agreements with customers, the Company offers a full range of the promotional vehicles, including online and print advertising, on-air announcements and special appearances by our fighters. The Company allocates the transaction price to all performance obligations contained within a sponsorship and advertising arrangement based upon their relative standalone selling price. Revenues are recognized as each performance obligation is satisfied, which generally occurs when the sponsorship and advertising is aired, exhibited, performed or played on the applicable media platform. Live event ticket sales: revenues from the live event ticket sales are recognized upon the occurrence of the related live event. Direct-to-consumer venue merchandise sales: direct-to-consumer merchandise sales consist of sales of merchandise at the live events. Revenues are recognized at the point of sale, as control is transferred to the customer. Substantially all revenue was from sponsorships in the Company. Currently, the Company's revenues come from the following sources: Years ended 2019 2018 Sponsorships $ 138,682 $ 222,271 Other 226 1,512 Total $ 138,908 $ 223,783 Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Our significant estimates and assumption include depreciation, impairment for long-lived assets and goodwill, allowance for trade receivables and prepayments, stock-based compensation, and the valuation allowance relating to the Company's deferred tax assets. Actual results could differ from those estimates. Cash Cash consist of bank deposits, which are unrestricted as to the Company's withdrawal and use. The Company maintains relevant accounts at banks, which have original maturities of three months or less. Allowance for doubtful accounts An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Allowance is reversed when the underlying balance of doubtful accounts are subsequently collected. Accounts receivable balances are written off after all collection efforts have been exhausted. Fair value of financial instruments Fair value information of financial instruments requires disclosure, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial assets and liabilities are excluded from fair value disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company. Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. As of December 31, 2019, and 2018, financial instruments of the Company primarily comprise of cash, trade and other receivables, trade and other payables, accrued expenses, which the carrying amounts approximated their fair values because of their generally short maturities. The Company uses quoted prices in active markets to measure the fair value of the long-term investment and is classified as a level 1 investment. Foreign currency translation and transactions The reporting currency of the Company is United States Dollars ("US$"), which is also the Company's functional currency. The Singapore and PRC subsidiaries maintain their books and records in its local currency, the Singapore dollar ("SGD") and Renminbi dollar ("RMB"), which are their functional currencies as being the primary currency of the economic environment in which these entities operate. Transactions in foreign currencies other than functional currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income. The Company translated the assets and liabilities into US dollars using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors' equity as part of accumulated other comprehensive income. Income taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Entities should recognize in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 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. Earnings (loss) per share Basic earnings (loss) per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares. Employee equity share options, non-vested shares and similar equity instruments granted to employees are treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the "treasury stock" method for equity instruments granted in share-based payment transactions. Equipment Equipment is recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Equipment 3 - 5 years Intangible assets Intangible assets, comprising trade mark, television production and television content, which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 10 years. Goodwill Goodwill represents the excess of the consideration over the fair value of the net assets acquired at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually at the reporting until level by applying a fair-value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets. This test is performed by management annually or more frequently if the Company believes impairment indicators are present. Impairment of long-lived assets The Company reviews its long-lived assets, other than goodwill, including property and equipment and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying values of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Company would recognize an impairment loss based on the excess of the carrying value over the assessed discounted cash flow amount. The Company performed its annual goodwill impairment review for the year ended December 31, 2018 and determined to fully impair the goodwill arising from acquisition of Quanyao of $6,509,942 for the year ended December 31, 2018. For the year ended December 31, 2019, there is no impairment needed to be accrued after the annual-assessment of the Company. Long-term investment Investments comprise marketable securities which are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses, net of taxes, reported as a separate component of shareholders' equity (deficit). The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other comprehensive loss, net of taxes in the consolidated statement of operations. Comprehensive income (loss) The Company has adopted FASB Accounting Standard Codification Topic 220 ("ASC 220") "Comprehensive income", which establishes standards for reporting and the presentation of comprehensive income (loss), its components and accumulated balances. Accumulated other comprehensive income represents the unrealized fair value (loss) gain on long-term investment and the accumulated balance of foreign currency translation adjustments of the Company. Concentrations and risks - Foreign currency risk A majority of the Company's expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries' assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People's Bank of China ("PBOC"). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. Our functional currency is the RMB and Singapore dollars in subsidiaries in China and Singapore, respectively, and our financial statements are presented in U.S. dollars. The Singapore dollars remained stable to U.S. dollar in fiscal year 2019. 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. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB. To the extent that the Company needs to convert U.S. dollars 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, strategic acquisition 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. - Significant customers For the years ended December 31, 2019 and 2018, one customer accounted for 98% and 99.9% of the Company's total revenues, respectively. Statement of Cash Flows Cash flows from the Company's operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Risks and Uncertainties The significant operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company's results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, may not be indicative of future results. Recently Issued Accounting Guidance In February 2016, the FASB issued ASU 2016-02, Amendments to the Accounting Standards Codification 842 Leases ("ASC 842"). This update requires lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. In March 2019, the FASB issued ASU 2019-01, Codification Improvements to Topic 842, Leases. Before January 1, 2019, the Company adopted the ASC Topic 840, Leases, each lease is classified at the inception date as either as a capital lease or an operating lease. All the Company's leases were classified as operating lease under ASC Topic 840. The Company's reporting for periods prior to January 1, 2019 continued to be reported in accordance with Leases (ASC 840). After January 1, 2019, the Company adopted ASC 842. The Company recognizes a lease liability for future fixed lease payments and a right-of-use ("ROU") asset representing the right to use the underlying asset during the lease term. Additionally, the Company elected not to recognize leases with terms of twelve months or less at the commencement date in the consolidated balance sheets. Other than the disclosure in Note 8, the Company does not believe the adoption of these ASUs would have a material effect on the Company's consolidated financial statements. On June 20, 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The new standard is effective for us on January 1, 2019. The Company has adopted this new standard and does not believe this guidance will have a material impact on its consolidated financial statements. In August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU 2018-13"). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its consolidated financial statements. In May 2019, the FASB Accounting Standards Board issued ASU No. 2019-06, "Intangibles-Goodwill and Other (Topic 350), Business Combinations (Topic 805), and Not-for-Profit Entities (Topic 958): Extending the Private Company Accounting Alternatives on Goodwill and Certain Identifiable Intangible Assets to Not-for-Profit Entities" ("ASU 2019-06"). ASU 2019-06 extended the goodwill accounting alternative that allows an eligible entity to amortize goodwill acquired in a business combination and test that goodwill for impairment upon a triggering event. Management will not adopt the alternative goodwill accounting policy and does not expect this guidance would have a material effect on the Company's consolidated financial statements. In May 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-05, "Financial Instruments – Credit losses (Topic 326). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard requires to recognize allowances based on expected rather than incurred losses. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company's consolidated financial statements and related disclosures. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-12, which reduces the complexity of FASB ASC Topic 740, "Income Taxes" as part of the FASB's Simplification Initiative. The amendments in this guidance simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for annual reporting periods ending after December 15, 2020, with early adoption permitted, and should be applied on either a retrospective basis for all periods presented or a modified retrospective basis. Management is still assessing the impact this might have on the Company's consolidated financial statements. Aside from the above, the Company does not believe other recently issued but not yet effective accounting statements, would have a material effect on the Company's financial position or on the results of operations. Reclassification The prior year amounts of proceeds and repayments of convertible loans, term loans and the related parties have been reclassified to conform to the current year presentation. These reclassifications have no effect on the accompanying consolidated financial statements. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Trade and other receivables | 3. Trade and other receivables Trade and other receivables, net consisted of the following: As of December 31, 2019 2018 Trade and other receivables $ 58,070 $ 307,166 Less: allowance for doubtful debts (4,522 ) (271,464 ) Trade and other receivables, net $ 53,548 $ 35,702 Movement of allowance for doubtful accounts was as follows: As of December 31, 2019 2018 Balance at beginning of the year $ 271,464 $ - Provision for doubtful accounts 4,558 282,356 Write-off of bad debts (271,464 ) - Exchange rate effect (36 ) (10,892 ) Balance at end of the year $ 4,522 $ 271,464 |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment | 4. Equipment Equipment is comprised of: As of December 31, 2019 2018 Equipment $ 153,575 $ 135,010 Less: accumulated depreciation (126,437 ) (111,164 ) Total equipment, net $ 27,138 $ 23,846 Depreciation expense for the years ended December 31, 2019 and 2018 were $14,400 and $26,595, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | 5. Intangible assets Intangible assets are comprised of: As of December 31, 2019 2018 Trademark $ 16,881 $ 16,663 Television Production 96,675 95,425 Television Content 36,535 36,062 150,091 148,150 Less: accumulated amortization (87,748 ) (64,483 ) Total intangible assets, net $ 62,343 $ 83,667 No significant residual value is estimated for these intangible assets. Amortization expense for the years ended December 31, 2019 and 2018, totaled $22,098 and $13,281, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years: Estimated Amortization Expense 2020 $ 13,129 2021 13,129 2022 13,129 2023 13,129 2024 9,827 $ 62,343 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill [Abstract] | |
Goodwill | 6. Goodwill The changes in the carrying amount of goodwill were as follows: As of December 31, 2019 2018 Balance at the beginning of the year $ - $ 6,719,542 Goodwill arising from acquisition of Quanyao - - Impairment of goodwill - (6,509,942 ) Foreign currency translation adjustment - (209,600 ) Balance at the end of the year $ - $ - The Company performed its annual goodwill impairment review for the year ended December 31, 2018 based on Quaoyao's current financial performance and management's projection, and determined to fully impair the goodwill arising from acquisition of Quanyao of $6,509,942 for the year ended December 31, 2018. |
Long-Term Investment
Long-Term Investment | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Long-term investment | 7. Long-term investment On January 30, 2015, MOXC issued a convertible promissory note to the Company for $7,782,000 (the "MOXC Note"). The MOXC Note would become due and payable on October 30, 2015. Under the MOXC Note, MOXC had the option to convert any and all amounts due under the MOXC Note into the shares of MOXC's shares of common stock (the "MOXC Common Stock") at the conversion price of $1.00 per share ("Conversion Price"), if the volume weighted average price ("VWAP") of MOXC Common Stock for 30 trading days immediately prior to the date of conversion was higher than the Conversion Price. MOXC also has a right of first refusal to purchase the shares issuable upon conversion of the MOXC Note at the price of 80% of the VWAP of MOXC Common Stock for 30 trading days immediately prior to the date of the proposed repurchase by MOXC. On August 14, 2015, due to the VWAP of the MOXC Common Stock for 30 trading day prior to August 14, 2015 was higher than $1.00, which triggered the clause of conversion under the MOXC Note, MOXC notified the Company that it elected to convert the amount of $3,891,000 under the MOXC Note into 3,891,000 shares of the MOXC Common Stock at the conversion price of $1.00 ("August Conversion"). As a result of the August Conversion, the remainder amount of the MOXC Note was $3,891,000. On September 28, 2015, MOXC notified the Company that it elected to convert the remainder of the MOXC Note, of $3,891,000 into 3,891,000 shares of the MOXC Common Stock ("September Conversion"). After the August Conversion and September Conversion, consequently, all of the MOXC Note was converted into the total of 7,782,000 shares of the MOXC Common Stock with no amount of the MOXC Note was outstanding as of December 31, 2015. On June 20, 2016, MOXC has approved a reverse stock split of the Company's issued and outstanding shares of common stock at a ratio of 1-for-2 (the "Reverse Stock Split"). As a result, 3,891,000 shares of the MOXC Common Stock are outstanding as of December 31, 2018. On April 22, 2019, MOXC approved a reverse stock split of the Company's issued and outstanding shares of common stock at a ratio of 1-for-5 (the "Reverse Stock Split"). As a result, 778,200 shares of the MOXC Common Stock were outstanding as of April 22, 2019. On May 1, 2019, MOXC requested an oral hearing to appeal the decision of the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq") to delist MOXC's securities from Nasdaq. The hearing was scheduled for June 6, 2019. On May 22, 2019, MOXC announced that it had been notified by Nasdaq that its bid price deficiency had been cured, and that MOXC was now in compliance with all applicable listing standards. On June 20, 2019, the Board of Directors of the Company approved a distribution of 778,200 shares of MOXC's common stock, $0.001 par value per share held by the Company. MOXC's common stock was distributed to the shareholders of the Company who were shareholders of the Company as of January 29, 2015. As a result, the Company have not held any shares of the MOXC's common stock since June 25, 2019. As of December 31, 2019 2018 Cost $ 7,782,000 $ 7,782,000 Fair value adjustment (5,766,462 ) (6,455,169 ) Distribution to certain shareholders (2,015,538 ) - Total long-term investment $ - $ 1,326,831 As of December 31, 2018, the fair value of MOXC was $0.341. For the year ended December 31, 2018, the fair value adjustment of ($10,786,280) was recorded in the accumulated other comprehensive loss. For the year ended December 31, 2019, the realized loss on the disposal of MOXC's common stock was $5,766,462. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 8. Leases The Company has operating leases for offices and warehouses. As of January 1, 2019, the Company's operating leases were with terms with twelve months or less. The Company elected not to recognize leases with terms of twelve months or less in the consolidated balance sheets. At the lease commencement date, the Company recognized ROU assets and corresponding liabilities of $93,005. As of December 31, 2019, the Company recognized ROU assets of $85,789 and current operating lease liabilities of $45,770, and long-term operating lease liabilities of $40,926. The average remaining lease term was approximately 1.83 years as of December 31, 2019. The discount rate was 8% for the year ended December 31, 2019. Lease expenses were $75,569 and $240,290 for the year ended December 31, 2019 and 2018, respectively. The maturities of lease liabilities in accordance with Lease (Topic 842) Maturity of Lease liabilities 2020 $ 50,866 2021 42,388 Total lease payments 93,254 Less: imputed interest (6,558 ) Present value of minimum operating lease payments $ 86,696 Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2019 was $6,219. The amortization of operating lease right-of-use assets for the year ended December 31, 2019 was $7,112. Future minimum lease payment as of December 31, 2019 were as follows: Twelve months ending December 31, 2020 $ 76,701 2021 46,653 Total lease payments $ 123,354 |
Convertible and Short-Term Loan
Convertible and Short-Term Loans | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible and short-term loans | 9. Convertible and short-term loans As of December 31, 2019 2018 Convertible loans-repayable within one year $ 1,948,731 $ 449,600 Short-term loans-repayable within one year 74,236 296,576 Total $ 2,022,967 $ 746,176 The interest expense for convertible loans for the years ended December 31, 2019 and 2018 were $74,661 and $50,492, respectively. The interest expense for short-term loans for the years ended December 31, 2019 and 2018 were $13,108 and $141,393, respectively. On March 15, 2017, the Company, the Chairman of the Board of Directors, and one unrelated third-party individual entered into an agreement to document the loan of Singapore Dollars ("S$") 50,000 ($35,715) that the unrelated third-party individual advanced to the Company on March 15, 2017, and was repayable on March 14, 2018 ("Repayment Date"), with an interest of 10% per annum. The unrelated third-party individual may convert all of the principal amount into 71,430 shares of Company's common stock after the Repayment Date. The loan was fully repaid on August 20, 2018. On March 24, 2017, the Company, the Chairman of the Board of Directors, and one unrelated third-party individual entered into an agreement to document the loan of S$200,000 ($142,856) that the unrelated third-party individual advanced to the Company on March 24, 2017, and was repayable on March 23, 2018 ("Maturity Date"), with an interest of 10% per annum. The unrelated third-party individual shall have the option to extend the term of the loan from the Maturity Date to March 23, 2019 ("Extended Maturity Date"). The unrelated third-party individual may convert all of the principal amount, into shares of Company's common stock ("Conversion Right") at any time for the period commencing on the date hereof and ending on March 23, 2019 ("Conversion Period"). In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $0.50. In the event that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion will be based on the share price of $0.60. The Company repaid S$100,000 ($73,404) on August 23, 2018. As of December 31, 2019, the S$100,000 ($74,365) was past due. On May 5, 2017, the Company, the Chairman of the Board of Directors, and one independent director of the Company entered into an agreement to document the loan of $300,000 that the independent director advanced to the Company on May 5, 2017, and was repayable on May 4, 2018 ("Maturity Date"), with an interest of 10% per annum. The independent director shall have the option to extend the term of the loan from the Maturity Date to May 4, 2019 ("Extended Maturity Date"). The independent director may convert all of the principal amount, into shares of Company's common stock ("Conversion Right") at any time for the period commencing on the date hereof and ending on May 4, 2019 ("Conversion Period"). In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $0.50. In the event that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion will be based on the share price of $0.60. As of December 31, 2019, the $300,000 was overdue. On September 13, 2019, the CEO of the Company and one third-party investor ("the Investor") entered into an investment agreement to extend $3 million to the Company for hosting Rebel 10 event ("Rebel 10 event") in December 2019. Based on the agreement, the funding is comprised of a $1.5 million 1-year convertible loan with an interest rate of 8% per annum. The investor may convert the entire principal amount into 1,500,000 shares of Company's common stock at any time for the period commencing September 13, 2019 and ending on September 12, 2020. Another $1.5 million will be extended to the Company by subscription of the Company's new common shares at $1.00 per share upon the approval of Company's SEC S1 application. In addition, the Investor is entitled to the following additional rights: (1) The Investor shall receive a 50% share of the net profit after tax arising from the Rebel 10 Event; (2) The Investor shall be entitled to subscribe for an equity stake up to a maximum of a 75% share in a separate Rebel-brand gym line of business, such business to be fully funded by the Investor and/or their respective nominated co-founders and/or new investors; (3) The Investor shall be entitled to receive a 10% share of the net profits generated from the Company's upcoming reality television show series "The People's Champion", including the series' subsequent seasons, global and local spin-offs. The Company received the Investor's payments of $1,000,000 on September 23, 2019 and $500,000 on October 18, 2019. As of December 31, 2019, the total outstanding balance to the Investor is $1,500,000. On January 11, 2020, the Company hosted the Event 10 in Europe with a result of operating loss. The Company concludes that no contingent liability shall be recognized or accrued for the year ended December 31, 2019. On April 11, 2018, the Company, the Chairman of the Board of Directors, and one independent director of the Company entered into an agreement to document the loan of Singapore Dollars ("S$") 100,000 ($73,404) that the unrelated third-party individual advanced to the Company on April 11, 2018, and was repayable on April 18, 2019 ("Repayment Date"), with an interest of 10% per annum. The unrelated third-party individual may convert all of the principal amount into 75,750 shares of Company's common stock after the Repayment Date. In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $1.00. As of December 31, 2019, the total outstanding balance to the director is S$100,000($74,365). On April 25, 2018, the Company, the Chairman of the Board of Directors and the Company's CEO and two financial institutions entered into agreements to advance to the Company two short term loans of S$360,000 ($267,717) and S$100,000 ($74,366) respectively. The two short term loans of S$360,000 and S$100,000 are guaranteed by two directors of the Company and bear an effective interest rate of 1.25% and 4% per month, respectively, with 12 equal monthly repayment terms. As of March 31, 2020, S$40,718 ($30,280) was past due for the short term loan with the principal of S$360,000 ($267,716); and the Company has fully repaid the other short term loan with the principal of S$100,000 ($74,366). On October 24, 2018 and November 7, 2018, the Company, the Chairman of the Board of Directors and the Company's CEO and another financial institution entered into two separate agreements to advance to the Company two short term loans of S$32,900 ($24,466) and S$17,100 ($12,717) respectively. The two short term loans of S$32,900 ($24,466) and S$17,100 ($12,717) are guaranteed by a director of the Company and bear an effective interest rate of 2% and 2% per month, with 12 and 6 equal monthly repayment terms, respectively. As of March 31, 2020, S$49,555 ($36,852) in total were past due for the two short term loans. On September 5, 2019, the Chairman of the Company, the CEO of the Company, and the Company entered into an agreement to advance S$70,000 ($52,056) to the Company as a loan, with such amount repayable on October 4, 2019 and bearing no interest rate. On October 5, 2019, the Company repaid the full amount of the loan. On September 6, 2019, the Company and one third-party individual entered into an agreement to advance S$50,000 ($37,183) to the Company as a loan, with such amount repayable on September 17, 2019 (the "Maturity Date") with an interest of 12%. On September 23, 2019, the Company repaid the principal and interest in total of S$56,000 ($41,645) as satisfaction for the full amount of the loan. On September 6, 2019, the Company and another third-party individual entered into an agreement to advance S$60,000 ($44,619) to the Company as a loan, with such amount repayable on October 6, 2019, with an interest of 5% per month. On October 4, 2019, the Company repaid the principal and interest in total of S$63,000 ($46,850) as satisfaction for the full amount of the loan. On September 7, 2019, the Company and one third-party individual entered into an agreement to advance S$30,000 ($22,310) to the Company as a loan, with such amount repayable on October 7, 2019 with an interest of 5% per month. On September 23, 2019, the Company repaid the principal and interest of S$30,125 ($22,403) as satisfaction for the full amount of the loan. All the above convertible loans and short-term loans are non-collateral loans. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' equity | 10. Stockholders' equity During January to December 2019, the Company issued 3,618,001 shares of common stock for net cash consideration of $3,799,900. The Company also issued 1,749,284 shares of common stock with total value of $1,953,146 to eight individuals as payments for professional services related to commission of fund raising, public relations and marketing, and employment benefits. The value of shares of common stock issued for consideration other than cash was determined by referring to the fair value of shares of common stock recently issued for cash consideration. During January to December 2018, the Company issued 4,202,600 shares of common stock for net cash consideration of $2,609,331. The Company also issued 1,320,378 shares of common stock with total value of $1,190,378 to nine individuals as payments for professional services related to public relations and marketing, director fees, and employment benefits. The value of shares of common stock issued for consideration other than cash was determined by referring to the fair value of shares of common stock issued for cash consideration. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Taxation | 11. Taxation The Company and its subsidiaries file separate income tax returns. The United States of America Rebel Group, Inc. is incorporated under the laws of the State of Florida in the U.S., and is subject to U.S. federal corporate income tax. The State of Florida imposes corporate state income tax at 5.5%. As of December 31, 2019, future net operating losses of approximately $19.2 million are available to offset future operating income through 2038. The 2017 Tax Act also created a new requirement that, for the periods beginning after January 1, 2018, certain income (referred to as global intangible low taxed income or "GILTI") earned by foreign subsidiaries in excess of a deemed return on tangible assets of foreign corporations must be included in U.S. taxable income. The GILTI income is eligible for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. Under U.S. GAAP, companies are allowed to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules – the period cost method, or (ii) account for GILTI in a company's measurement of deferred taxes – the deferred method. The Company elected to account for GILTI in the period the tax is incurred. The Company did not generate any GILTI during the year ended December 31, 2019. British Virgin Islands Rebel FC and SCA Capital are incorporated in the British Virgin Islands and are not subject to income taxes under the current laws of the British Virgin Islands. Singapore Pure Heart was incorporated in Singapore and is subject to Singapore corporate income tax at 17%. People of Republic China ("PRC") Rebel Shanghai and Qingdao Quanyao were incorporated in PRC and are subject to statutory Enterprise Income Tax rate of the PRC at 25%. The Company has a number of open tax years which include the tax years ended December 31, 2014, 2015, 2016, 2017 and 2018 that have not been filed. While it is often difficult to predict the final outcome or the timing of uncertain tax position, the Company believes that the accruals for the income taxes reflect the most likely outcome for the unfiled tax years. The Company had approximately $20,000 and $20,000 of interest and penalties accrued at December 31, 2019 and 2018, respectively. Based upon management's assessment of all available evidence, the Company believes that it is more-likely-than-not that the deferred tax assets, primarily for certain of the subsidiaries net operating loss carry-forwards will not be realizable; and therefore, a full valuation allowance is established for net operating loss carry-forwards. The valuation allowance for deferred tax assets was $6,164,895 and $3,867,226 as of December 31, 2019 and 2018, respectively. The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense. As of December 31, 2019 2018 Income tax expense is comprised of: Current income tax $ 20,000 $ 20,015 Deferred income tax expense (benefit) - - Total income taxes expense $ 20,000 $ 20,015 The Company's effective income tax rates were 0% and 0% for the years ended December 31, 2019 and 2018, respectively. Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences. The following table reconciles the U.S. statutory rates to the Company's effective tax rate for the years ended December 31, 2019 and 2018. As of December 31, 2019 2018 U.S. statutory rates 21 % 21 % Foreign income not recognized in the U.S. (21 %) (21 %) Effect of permanent difference - - Effective income tax rates 0 % 0 % Deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred income tax was measured using the enacted income tax rates for the periods in which they are expected to be reversed. The tax effects of temporary differences that give rise to the following approximate deferred tax liabilities as of December 31, 2019 and 2018 are presented below: As of December 31, 2019 2018 Unrealized fair value gains on long-term investment $ - $ 278,634 The tax effects of temporary differences from continuing operations that give rise to the Company's deferred tax assets are as follows: As of December 31, 2019 2018 Net operating loss carryforwards in the PRC $ 2,014,901 $ 1,663,913 Net operating loss carryforwards in Singapore 332,407 210,046 Net operating loss carryforwards in the US 3,817,587 1,993,267 Less: valuation allowance (6,164,895 ) (3,867,226 ) End of year |
Shareholder Transactions
Shareholder Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Shareholder transactions | 12. Shareholder transactions As at December 31, 2019 and 2018, amounts due to shareholders were $1,226,963 and $2,849,410 respectively. The amounts are unsecured, interest free due on demand and does not have a fixed repayment date. A summary of changes in the amount due to the chairman of the Company is as follows: As of December 31, 2019 2018 Beginning of year $ 1,956,390 $ 1,028,719 Advances (Repayment) for the year, net (1,325,715 ) 927,671 End of year $ 630,675 $ 1,956,390 A summary of changes in the amount due to the CEO of the Company is as follows: As of December 31, 2019 2018 Beginning of year $ 702,170 $ 149,956 Advances (Repayment) for the year, net (348,754 ) 552,214 End of year $ 353,416 $ 702,170 A summary of changes in the amount due to other directors of the Company is as follows: As of December 31, 2019 2018 Beginning of year $ 190,850 $ - Advances (Repayment) for the year, net 52,022 190,850 End of year $ 242,872 $ 190,850 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 13. Commitments and contingencies Legal Proceeding From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. On November 5, 2018, the Company was served a summon for a complaint filed by Ofsink, LLC ("Ofsink") on September 13, 2018, in the Supreme Court of the City of New York County of New York against the Company. By filing the complaint, Ofsink alleged, among other claims, that the Company failed to pay for its legal services rendered in the amounts set forth on uncontested invoices in the amount of $252,822, and that it sustained damages in the sum of $252,822 plus interest and attorney's fees as a result of the non-payment of the invoices rendered. The complaint seek, among other relief, compensatory damages and plaintiff's counsel's fees. On December 18, 2018, Ofsink voluntarily dismissed its lawsuit against the Company without prejudice. Ofsink informed the Company that it had planned to sell a promissory note approximately the amount Company owed to a third party. On April 16, 2020, the Company has entered into a Settlement Agreement with Ofsink to resolve the legal dispute. Both the Company and Ofsink agreed to settle the balance in accordance with the terms of the promissory note. The matter is therefore settled. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | 14. Subsequent events On January 15, 2020, the Company entered into a Subscription Agreement (the "Subscription Agreement I") with an individual third party investor(the "Investor"). On January 15, 2020, the Investor remitted $70,721 in exchange for 41,600 shares of the Company's common stock as determined pursuant to the terms and conditions of the Subscription Agreement. On March 27, 2020, the Company entered into a Subscription Agreement (the "Subscription Agreement II") with Mr. Khian Kiee Leong, the chairman of the Company. On March 27, 2020, Mr. Leong received 680,000 shares by offsetting $544,000 off his outstanding balances due from the Company as determined pursuant to the terms and conditions of the Subscription Agreement II. On January 7, January 28, February 6, March 27, 2020, the Company issued 945,160 shares of common stock with total value of $1,055,309 for professional services pursuant to Service Agreements entered with consultants and directors. The value of shares of common stock issued for consideration other than cash was determined by referring to the fair value of common stocks issued for cash consideration. In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, have adversely affected workforces, customers, economies, and financial markets globally. Affected by the global outbreak of COVID-19 virus, as of March, 2020, most of international sports games have been postponed or cancelled. The Company's MMA business is bound to be affected by the current epidemic. The Company continues to coordinate with infectious disease and public health experts along with government officials to determine the timing to resume the events. It is currently infeasible to estimate the number of events to be impacted. However, the Company cannot predict the impact of the COVID-19 pandemic, and the longer the duration of the event and the more widespread in geographic locations, the more likely it is that it could have an adverse impact on our financial condition, results of operations, and/or cash flows in the future. The Company assessed that both the revenues and costs, generated from its normal daily operations, will be lower than expected. Except of the above, there were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our consolidated financial statements for the year ended December 31, 2019. |
Summary of Principal Accounti_2
Summary of Principal Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The consolidated financial statements of the Company and its subsidiaries are prepared and presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All significant inter-company transactions and balances have been eliminated upon consolidation. The Company's audited consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. |
Liquidity and capital resources | Liquidity and capital resources The Company's financial statements for the year ended December 31, 2019 have been prepared on a going concern basis, which assumes that the Company will be able to meet its financial obligation, working capital and capital expenditures need as and when they fall due. As of December 31, 2019 , Net cash used in operating activities for the year ended December 31, 2019 was $3,156,242 as compared to $4,480,190 for the year ended December 31, 2018. The cash used in operating activities for the financial year ended December 31, 2019 was primarily due to a decreased net loss generated in the year. Net cash used in investing activities for the year ended December 31, 2019 was $17,585 as compared to $20,100 for the year ended December 31, 2018. The cash used in investing activities are mainly due to purchase of fixed assets. Net cash provided by financing activities for the year ended December 31, 2019 was $3,151,118 as compared to $4,537,729 for the year ended December 31, 2018. The cash provided by financing activities for the year ended December 31, 2019 are mainly from issuing of common shares and convertible loans, such cash inflow was partially offset by the repayment to related parties. As of December 31, 2019, the Company's cash balance was $18,820 and the Company's current liabilities exceed current assets by $4,159,067 which together with continued losses from operations raises substantial doubt about its ability to continue as a going concern. The Company's operating results for future periods are subject to uncertainties and it is uncertain if the management will be able to attain profitability and continued growth for the foreseeable future. If the management is not able to increase revenue and manage operating expenses in line with revenue forecasts, the Company may not be able to achieve profitability. Historically, the Company finances its operations through loans from investors and shareholders. The Company's actions to improve operation efficiency, cost reduction, and develop core cash-generating business include the following: seeking advances from the major shareholders, pursuing additional public and/or private issuance of securities, and looking for strategic business partners to optimize the Company's operations. The Company has considered whether there is substantial doubt about our ability to continue as a going concern due to (1) the Company's recurring losses from operations, including approximately $10,830,963 net loss attributable to the our stockholders for the year ended December 31, 2019, (2) the Company's accumulated deficit of approximately $19,201,492 as of December 31, 2019 and (3) the fact that the Company had negative operating cash flows of approximately $3,156,242 for the year ended December 31, 2019. In evaluating if there is substantial doubt about the Company's ability to continue as a going concern, the Company is trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses and increasing more live events, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity of the Company. On an on-going basis, the Company also received and will continue to receive financial support commitments from the Company's related parties. The Company's cash balance as of December 31, 2019 will not be sufficient to support the Company's operations for the next 12 months after the date that the financial statements issued. The Company has several actions to implement as mentioned above. However, if the Company is unable to obtain the necessary additional capital on a timely basis and on acceptable terms, the Company will be unable to implement its current plans for expansion, repay debt obligations or respond to competitive market pressures, which will have negative influence upon the Company's business, prospects, financial condition and results of operations. The negative operating results of cash flow and working capital in 2019 raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued operations are highly dependent upon its ability to increase revenues and if needed complete equity and/or debt financing. The Company believe if it is unable to obtain our resources to fund operations, the Company may be required to delay, scale back or eliminate some or all of its planned operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern. The audited consolidated financial statements for the year ended December 31, 2019 and 2018 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the Company's inability to continue as a going concern. |
Advertising and marketing expenditure | Advertising and marketing expenditure Advertising and marketing expenditure is expensed when incurred and is included in "general and administrative expenses" in the consolidated statements of operations. Advertising and marketing expenses were $40,596 and $466,752 for the years ended December 31, 2019 and 2018, respectively. |
Revenue recognition | Revenue recognition The Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("Topic 606"), as of January 1, 2018 using the modified retrospective transition method. Topic 606 prescribes a five-step model for recognizing revenue which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price and (v) recognizing revenue. The Company derives revenues principally from the following sources: (i) advertising and sponsorship sales, (ii) live event ticket sales, and (iii) direct-to-consumer sales of merchandise at the live event venues. The below describes the revenue recognition policies in further detail for each major revenue source of the Company. Advertising and sponsorships: through the advertising and sponsorship agreements with customers, the Company offers a full range of the promotional vehicles, including online and print advertising, on-air announcements and special appearances by our fighters. The Company allocates the transaction price to all performance obligations contained within a sponsorship and advertising arrangement based upon their relative standalone selling price. Revenues are recognized as each performance obligation is satisfied, which generally occurs when the sponsorship and advertising is aired, exhibited, performed or played on the applicable media platform. Live event ticket sales: revenues from the live event ticket sales are recognized upon the occurrence of the related live event. Direct-to-consumer venue merchandise sales: direct-to-consumer merchandise sales consist of sales of merchandise at the live events. Revenues are recognized at the point of sale, as control is transferred to the customer. Substantially all revenue was from sponsorships in the Company. Currently, the Company's revenues come from the following sources: Years ended 2019 2018 Sponsorships $ 138,682 $ 222,271 Other 226 1,512 Total $ 138,908 $ 223,783 |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Our significant estimates and assumption include depreciation, impairment for long-lived assets and goodwill, allowance for trade receivables and prepayments, stock-based compensation, and the valuation allowance relating to the Company's deferred tax assets. Actual results could differ from those estimates. |
Cash | Cash Cash consist of bank deposits, which are unrestricted as to the Company's withdrawal and use. The Company maintains relevant accounts at banks, which have original maturities of three months or less. |
Allowance for doubtful accounts | Allowance for doubtful accounts An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Allowance is reversed when the underlying balance of doubtful accounts are subsequently collected. Accounts receivable balances are written off after all collection efforts have been exhausted. |
Fair value of financial instruments | Fair value of financial instruments Fair value information of financial instruments requires disclosure, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial assets and liabilities are excluded from fair value disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company. Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. As of December 31, 2019, and 2018, financial instruments of the Company primarily comprise of cash, trade and other receivables, trade and other payables, accrued expenses, which the carrying amounts approximated their fair values because of their generally short maturities. The Company uses quoted prices in active markets to measure the fair value of the long-term investment and is classified as a level 1 investment. |
Foreign currency translation and transactions | Foreign currency translation and transactions The reporting currency of the Company is United States Dollars ("US$"), which is also the Company's functional currency. The Singapore and PRC subsidiaries maintain their books and records in its local currency, the Singapore dollar ("SGD") and Renminbi dollar ("RMB"), which are their functional currencies as being the primary currency of the economic environment in which these entities operate. Transactions in foreign currencies other than functional currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income. The Company translated the assets and liabilities into US dollars using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors' equity as part of accumulated other comprehensive income. |
Income taxes | Income taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Entities should recognize in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 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. |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares. Employee equity share options, non-vested shares and similar equity instruments granted to employees are treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the "treasury stock" method for equity instruments granted in share-based payment transactions. |
Equipment | Equipment Equipment is recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Equipment 3 - 5 years |
Intangible assets | Intangible assets Intangible assets, comprising trade mark, television production and television content, which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 10 years. |
Goodwill | Goodwill Goodwill represents the excess of the consideration over the fair value of the net assets acquired at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually at the reporting until level by applying a fair-value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets. This test is performed by management annually or more frequently if the Company believes impairment indicators are present. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews its long-lived assets, other than goodwill, including property and equipment and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying values of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Company would recognize an impairment loss based on the excess of the carrying value over the assessed discounted cash flow amount. The Company performed its annual goodwill impairment review for the year ended December 31, 2018 and determined to fully impair the goodwill arising from acquisition of Quanyao of $6,509,942 for the year ended December 31, 2018. For the year ended December 31, 2019, there is no impairment needed to be accrued after the annual-assessment of the Company. |
Long-term investment | Long-term investment Investments comprise marketable securities which are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses, net of taxes, reported as a separate component of shareholders' equity (deficit). The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other comprehensive loss, net of taxes in the consolidated statement of operations. |
Comprehensive income (loss) | Comprehensive income (loss) The Company has adopted FASB Accounting Standard Codification Topic 220 ("ASC 220") "Comprehensive income", which establishes standards for reporting and the presentation of comprehensive income (loss), its components and accumulated balances. Accumulated other comprehensive income represents the unrealized fair value (loss) gain on long-term investment and the accumulated balance of foreign currency translation adjustments of the Company. |
Concentrations and risks | Concentrations and risks - Foreign currency risk A majority of the Company's expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries' assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People's Bank of China ("PBOC"). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. Our functional currency is the RMB and Singapore dollars in subsidiaries in China and Singapore, respectively, and our financial statements are presented in U.S. dollars. The Singapore dollars remained stable to U.S. dollar in fiscal year 2019. 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. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB. To the extent that the Company needs to convert U.S. dollars 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, strategic acquisition 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. - Significant customers For the years ended December 31, 2019 and 2018, one customer accounted for 98% and 99.9% of the Company's total revenues, respectively. |
Statement of Cash Flows | Statement of Cash Flows Cash flows from the Company's operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. |
Risks and Uncertainties | Risks and Uncertainties The significant operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company's results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, may not be indicative of future results. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In February 2016, the FASB issued ASU 2016-02, Amendments to the Accounting Standards Codification 842 Leases ("ASC 842"). This update requires lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. In March 2019, the FASB issued ASU 2019-01, Codification Improvements to Topic 842, Leases. Before January 1, 2019, the Company adopted the ASC Topic 840, Leases, each lease is classified at the inception date as either as a capital lease or an operating lease. All the Company's leases were classified as operating lease under ASC Topic 840. The Company's reporting for periods prior to January 1, 2019 continued to be reported in accordance with Leases (ASC 840). After January 1, 2019, the Company adopted ASC 842. The Company recognizes a lease liability for future fixed lease payments and a right-of-use ("ROU") asset representing the right to use the underlying asset during the lease term. Additionally, the Company elected not to recognize leases with terms of twelve months or less at the commencement date in the consolidated balance sheets. Other than the disclosure in Note 8, the Company does not believe the adoption of these ASUs would have a material effect on the Company's consolidated financial statements. On June 20, 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The new standard is effective for us on January 1, 2019. The Company has adopted this new standard and does not believe this guidance will have a material impact on its consolidated financial statements. In August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU 2018-13"). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its consolidated financial statements. In May 2019, the FASB Accounting Standards Board issued ASU No. 2019-06, "Intangibles-Goodwill and Other (Topic 350), Business Combinations (Topic 805), and Not-for-Profit Entities (Topic 958): Extending the Private Company Accounting Alternatives on Goodwill and Certain Identifiable Intangible Assets to Not-for-Profit Entities" ("ASU 2019-06"). ASU 2019-06 extended the goodwill accounting alternative that allows an eligible entity to amortize goodwill acquired in a business combination and test that goodwill for impairment upon a triggering event. Management will not adopt the alternative goodwill accounting policy and does not expect this guidance would have a material effect on the Company's consolidated financial statements. In May 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-05, "Financial Instruments – Credit losses (Topic 326). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard requires to recognize allowances based on expected rather than incurred losses. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company's consolidated financial statements and related disclosures. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-12, which reduces the complexity of FASB ASC Topic 740, "Income Taxes" as part of the FASB's Simplification Initiative. The amendments in this guidance simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for annual reporting periods ending after December 15, 2020, with early adoption permitted, and should be applied on either a retrospective basis for all periods presented or a modified retrospective basis. Management is still assessing the impact this might have on the Company's consolidated financial statements. Aside from the above, the Company does not believe other recently issued but not yet effective accounting statements, would have a material effect on the Company's financial position or on the results of operations. |
Reclassification | Reclassification The prior year amounts of proceeds and repayments of convertible loans, term loans and the related parties have been reclassified to conform to the current year presentation. These reclassifications have no effect on the accompanying consolidated financial statements. |
Summary of Principal Accounti_3
Summary of Principal Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of revenues | Years ended 2019 2018 Sponsorships $ 138,682 $ 222,271 Other 226 1,512 Total $ 138,908 $ 223,783 |
Schedule of estimated useful lives of equipment | Equipment 3 - 5 years |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of trade and other receivables, net | As of December 31, 2019 2018 Trade and other receivables $ 58,070 $ 307,166 Less: allowance for doubtful debts (4,522 ) (271,464 ) Trade and other receivables, net $ 53,548 $ 35,702 |
Schedule of allowance for doubtful accounts | As of December 31, 2019 2018 Balance at beginning of the year $ 271,464 $ - Provision for doubtful accounts 4,558 282,356 Write-off of bad debts (271,464 ) - Exchange rate effect (36 ) (10,892 ) Balance at end of the year $ 4,522 $ 271,464 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment | As of December 31, 2019 2018 Equipment $ 153,575 $ 135,010 Less: accumulated depreciation (126,437 ) (111,164 ) Total equipment, net $ 27,138 $ 23,846 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of December 31, 2019 2018 Trademark $ 16,881 $ 16,663 Television Production 96,675 95,425 Television Content 36,535 36,062 150,091 148,150 Less: accumulated amortization (87,748 ) (64,483 ) Total intangible assets, net $ 62,343 $ 83,667 |
Schedule of estimated future amortization of intangible assets | Estimated Amortization Expense 2020 $ 13,129 2021 13,129 2022 13,129 2023 13,129 2024 9,827 $ 62,343 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill [Abstract] | |
Schedule of carrying amount of goodwill | As of December 31, 2019 2018 Balance at the beginning of the year $ - $ 6,719,542 Goodwill arising from acquisition of Quanyao - - Impairment of goodwill - (6,509,942 ) Foreign currency translation adjustment - (209,600 ) Balance at the end of the year $ - $ - |
Long-Term Investment (Tables)
Long-Term Investment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of long-term investment | As of December 31, 2019 2018 Cost $ 7,782,000 $ 7,782,000 Fair value adjustment (5,766,462 ) (6,455,169 ) Distribution to certain shareholders (2,015,538 ) - Total long-term investment $ - $ 1,326,831 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of maturities of lease liabilities | Maturity of Lease liabilities 2020 $ 50,866 2021 42,388 Total lease payments 93,254 Less: imputed interest (6,558 ) Present value of minimum operating lease payments $ 86,696 |
Schedule of future minimum lease payment | Twelve months ending December 31, 2020 $ 76,701 2021 46,653 Total lease payments $ 123,354 |
Convertible and Short-Term Lo_2
Convertible and Short-Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of term loan | As of December 31, 2019 2018 Convertible loans-repayable within one year $ 1,948,731 $ 449,600 Short-term loans-repayable within one year 74,236 296,576 Total $ 2,022,967 $ 746,176 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | As of December 31, 2019 2018 Income tax expense is comprised of: Current income tax $ 20,000 $ 20,015 Deferred income tax expense (benefit) - - Total income taxes expense $ 20,000 $ 20,015 |
Schedule of effective tax rate | As of December 31, 2019 2018 U.S. statutory rates 21 % 21 % Foreign income not recognized in the U.S. (21 %) (21 %) Effect of permanent difference - - Effective income tax rates 0 % 0 % |
Schedule of deferred tax assets and liabilities | As of December 31, 2019 2018 Unrealized fair value gains on long-term investment $ - $ 278,634 |
Schedule of continuing operations related to deferred tax assets | As of December 31, 2019 2018 Net operating loss carryforwards in the PRC $ 2,014,901 $ 1,663,913 Net operating loss carryforwards in Singapore 332,407 210,046 Net operating loss carryforwards in the US 3,817,587 1,993,267 Less: valuation allowance (6,164,895 ) (3,867,226 ) End of year - - |
Shareholder Transactions (Table
Shareholder Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leong Khian Kiee [Member] | |
Related Party Transaction [Line Items] | |
Schedule of changes in the amount due to related party | As of December 31, 2019 2018 Beginning of year $ 1,956,390 $ 1,028,719 Advances (Repayment) for the year, net (1,325,715 ) 927,671 End of year $ 630,675 $ 1,956,390 |
Leong Aan Yee [Member] | |
Related Party Transaction [Line Items] | |
Schedule of changes in the amount due to related party | As of December 31, 2019 2018 Beginning of year $ 702,170 $ 149,956 Advances (Repayment) for the year, net (348,754 ) 552,214 End of year $ 353,416 $ 702,170 |
Khian Kiee Leong [Member] | |
Related Party Transaction [Line Items] | |
Schedule of changes in the amount due to related party | As of December 31, 2019 2018 Beginning of year $ 190,850 $ - Advances (Repayment) for the year, net 52,022 190,850 End of year $ 242,872 $ 190,850 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | 12 Months Ended | |
Dec. 31, 2019 | Oct. 01, 2017 | |
Organization and Nature of Operations (Textual) | ||
Equity interest | 100.00% | |
Entity incorporation, Date of Incorporation | Sep. 13, 2011 | |
Description of acquired entity | Pursuant to the Transfer Agreement, Pure Heart, through a wholly foreign owned entity (the “WOFE”) agreed to acquire 100% share of the outstanding equity interests (the “Equity Stake”) of the Qingdao Quanyao from the Shareholder with the purchase price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by the Target Company to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and (ii) 12,000,000 shares (the “Shares”) of the common stock of the Company, par value $0.0001 per share (the “Common Stock”) (together the “Purchase Price”) (See Note 3 to the consolidated financial statements for detail). | |
Qingdao Quanyao holds percentage of shares | 50.00% |
Summary of Principal Accounti_4
Summary of Principal Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Revenues, net | $ 138,908 | $ 223,783 |
Sponsorships [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Revenues, net | 138,682 | 222,271 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Revenues, net | $ 226 | $ 1,512 |
Summary of Principal Accounti_5
Summary of Principal Accounting Policies (Details 1) - Equipment [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | |
Summary of estimated useful lives of plant and equipment | |
Estimated useful life | 3 years |
Maximum [Member] | |
Summary of estimated useful lives of plant and equipment | |
Estimated useful life | 5 years |
Summary of Principal Accounti_6
Summary of Principal Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Principal Accounting Policies (Textual) | |||
Working capital deficiency | $ 4,159,067 | $ 4,856,536 | |
Net cash used in operating activities | (3,156,242) | (4,480,190) | |
Net cash used in investing activities | (17,585) | (20,100) | |
Net cash provided by financing activities | 3,151,118 | 4,537,729 | |
Accumulated deficits | $ (19,201,492) | (8,370,529) | |
Recognized income tax, percentage | 50.00% | ||
Advertising and marketing expenditure | $ 40,596 | 466,752 | |
Liquidity and capital resources, description | (1) the Company’s recurring losses from operations, including approximately $10,830,963 net loss attributable to the our stockholders for the year ended December 31, 2019, (2) the Company’s accumulated deficit of approximately $19,201,492 as of December 31, 2019 and (3) the fact that the Company had negative operating cash flows of approximately $3,156,242 for the year ended December 31, 2019. | ||
Goodwill impairment | 6,509,942 | ||
Cash balance | $ 18,820 | $ 41,321 | $ 40,372 |
One Customer [Member ] | |||
Summary of Principal Accounting Policies (Textual) | |||
Concentration Risk, Percentage | 98.00% | 99.90% | |
Other intangible assets [Member] | |||
Summary of Principal Accounting Policies (Textual) | |||
Trade mark, television production and television content, estimated useful life | 10 years |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Trade and other receivables | $ 58,070 | $ 307,166 |
Less: allowance for doubtful debts | (4,522) | (271,464) |
Trade and other receivables, net | $ 53,548 | $ 35,702 |
Trade and Other Receivables (_2
Trade and Other Receivables (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Balance at beginning | $ 271,464 | |
Provision for doubtful accounts | 4,558 | 282,356 |
Write-off of bad debts | (271,464) | |
Exchange rate effect | (36) | (10,892) |
Balance at end | $ 4,522 | $ 271,464 |
Equipment (Details)
Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 153,575 | $ 135,010 |
Less: accumulated depreciation | (126,437) | (111,164) |
Total equipment, net | $ 27,138 | $ 23,846 |
Equipment (Details Textual)
Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equipment (Textual) | ||
Depreciation expense | $ 14,400 | $ 26,595 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 150,091 | $ 148,150 |
Less: accumulated amortization | (87,748) | (64,483) |
Total intangible assets, net | 62,343 | 83,667 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 16,881 | 16,663 |
Television Production [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 96,675 | 95,425 |
Television Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 36,535 | $ 36,062 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 13,129 | |
2021 | 13,129 | |
2022 | 13,129 | |
2023 | 13,129 | |
2024 | 9,827 | |
Total intangible assets, net | $ 62,343 | $ 83,667 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 22,098 | $ 13,281 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Abstract] | ||
Balance at the beginning of the year | $ 6,719,542 | |
Goodwill arising from acqusition of Quanyao | ||
Impairment of goodwill | (6,509,942) | |
Foreign currency translation adjustment | (209,600) | |
Balance at the end of the year |
Goodwill (Details Textual)
Goodwill (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill [Abstract] | |
Goodwill arising from acquisition of Quanyao | $ 6,509,942 |
Long-Term Investment (Details)
Long-Term Investment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Cost | $ 7,782,000 | $ 7,782,000 |
Fair value adjustment | (5,766,462) | (6,455,169) |
Distribution to certain shareholders | (2,015,538) | |
Total long-term investment | $ 1,326,831 |
Long-Term Investment (Details T
Long-Term Investment (Details Textual) - USD ($) | Jun. 20, 2016 | Aug. 14, 2015 | Apr. 22, 2019 | Dec. 31, 2015 | Sep. 28, 2015 | Jan. 30, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 20, 2019 |
Long-Term Investment (Textual) | |||||||||
Note receivable issued by MOXC | $ 7,782,000 | ||||||||
Conversion price | $ 1 | ||||||||
Volume weighted average price of MOXC's common stock, description | Common Stock for 30 trading days immediately prior to the date of conversion was higher than the Conversion Price. MOXC also has a right of first refusal to purchase the shares issuable upon conversion of the MOXC Note at the price of 80% of the VWAP of MOXC Common Stock for 30 trading days immediately prior to the date of the proposed repurchase by MOXC. | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares outstanding | 53,687,271 | 48,319,986 | |||||||
Accumulated other comprehensive loss | $ (10,786,280) | ||||||||
Moxc [Member] | |||||||||
Long-Term Investment (Textual) | |||||||||
Debt instrument, maturity date | Oct. 30, 2015 | ||||||||
Conversion amount | $ 3,891,000 | $ 3,891,000 | |||||||
Common stock, reverse stock split | 1-for-2 | MOXC approved a reverse stock split of the Company's issued and outstanding shares of common stock at a ratio of 1-for-5 (the "Reverse Stock Split"). As a result, 778,200 shares of the MOXC Common Stock were outstanding as of April 22, 2019. | |||||||
Distribution of common stock shares | 778,200 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Common stock, shares outstanding | 3,891,000 | ||||||||
Conversion of common stock | 3,891,000 | 7,782,000 | 3,891,000 | ||||||
Disposal loss | $ 5,766,462 | ||||||||
Fair value per share | $ 0.341 | ||||||||
Vwap [Member] | |||||||||
Long-Term Investment (Textual) | |||||||||
Conversion price | $ 1 | ||||||||
Volume weighted average price of MOXC's common stock, description | Common Stock for 30 trading day prior to August 14, 2015 was higher than $1.00. | ||||||||
Conversion amount | $ 3,891,000 |
Leases (Details)
Leases (Details) | Dec. 31, 2019USD ($) |
Maturity of Lease liabilities Twelve months ending December 31, | |
2020 | $ 50,866 |
2021 | 42,388 |
Total lease payments | 93,254 |
Less: imputed interest | (6,558) |
Present value of minimum operating lease payments | $ 86,696 |
Leases (Details 1)
Leases (Details 1) | Dec. 31, 2019USD ($) |
Twelve months ending December 31, | |
2020 | $ 76,701 |
2021 | 46,653 |
Total lease payments | $ 123,354 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Leases (Textual | |||
Right of use asests | $ 85,789 | $ 93,005 | |
Current operating lease liabilities | 45,770 | ||
Long-term operating lease liabilities | $ 40,926 | ||
Discount rate, percentage | 8.00% | ||
Lease term | 1 year 9 months 29 days | 12 months | |
Lease expenses | $ 75,569 | $ 240,290 | |
operating lease liabilities | 6,219 | ||
Amortization lease right-of-use assets | $ 7,112 |
Convertible and Short-Term Lo_3
Convertible and Short-Term Loans (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Convertible loans-repayable within one year | $ 1,948,731 | $ 449,600 |
Short-term loans-repayable within one year | 74,236 | 296,576 |
Total | $ 2,022,967 | $ 746,176 |
Convertible and short-Term lo_4
Convertible and short-Term loans (Details Textual) - USD ($) | Sep. 13, 2019 | Sep. 07, 2019 | Sep. 06, 2019 | Sep. 05, 2019 | Apr. 11, 2018 | May 05, 2017 | Mar. 24, 2017 | Mar. 15, 2017 | Oct. 24, 2018 | Apr. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 |
Loans Payable One [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | $ 24,466 | $ 267,717 | |||||||||||
Term loan, description | The two short term loans of S$32,900 ($24,466) and S$17,100 ($12,717) are guaranteed by a director of the Company and bear an effective interest rate of 2% and 2% per month, with 12 and 6 equal monthly repayment terms, respectively. As of March 31, 2020, S$49,555 ($36,852) in total were past due for the two short term loans. | The two short term loans of S$360,000 and S$100,000 are guaranteed by two directors of the Company and bear an effective interest rate of 1.25% and 4% per month, respectively, with 12 equal monthly repayment terms. As of March 31, 2020, S$40,718 ($30,280) was past due for the short term loan with the principal of S$360,000 ($267,716); and the Company has fully repaid the other short term loan with the principal of S$100,000 ($74,366). | |||||||||||
Loans Payable One [Member] | SGD [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | $ 32,900 | $ 360,000 | |||||||||||
Loans Payable [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | $ 73,404 | $ 300,000 | $ 142,856 | $ 35,715 | |||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||
Common stock, shares | 75,750 | 71,430 | |||||||||||
Maturity date | Apr. 18, 2019 | May 4, 2018 | Mar. 23, 2019 | Mar. 14, 2018 | |||||||||
Term loan, description | In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $1.00. As of December 31, 2019, the total outstanding balance to the director is S$100,000($74,365). | In the event that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion will be based on the share price of $0.60. As of December 31, 2019, the $300,000 was overdue. | In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $0.50. In the event that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion will be based on the share price of $0.60. The Company repaid S$100,000 ($73,404) on August 23, 2018. | ||||||||||
Loans Payable [Member] | SGD [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | $ 100,000 | $ 200,000 | $ 50,000 | ||||||||||
Convertible Debt [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Interest expense | $ 74,661 | $ 50,492 | |||||||||||
Loans Payable Two [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | 12,717 | 74,366 | |||||||||||
Loans Payable Two [Member] | SGD [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | $ 17,100 | $ 100,000 | |||||||||||
Short-term Debt [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Interest expense | $ 13,108 | $ 141,393 | |||||||||||
Term loan, description | The CEO of the Company and one third-party investor ("the Investor") entered into an investment agreement to extend $3 million to the Company for hosting Rebel 10 event ("Rebel 10 event") in December 2019. Based on the agreement, the funding is comprised of a $1.5 million 1-year convertible loan with an interest rate of 8% per annum. The investor may convert the entire principal amount into 1,500,000 shares of Company's common stock at any time for the period commencing September 13, 2019 and ending on September 12, 2020. Another $1.5 million will be extended to the Company by subscription of the Company's new common shares at $1.00 per share upon the approval of Company's SEC S1 application. In addition, the Investor is entitled to the following additional rights: (1) The Investor shall receive a 50% share of the net profit after tax arising from the Rebel 10 Event; (2) The Investor shall be entitled to subscribe for an equity stake up to a maximum of a 75% share in a separate Rebel-brand gym line of business, such business to be fully funded by the Investor and/or their respective nominated co-founders and/or new investors; (3) The Investor shall be entitled to receive a 10% share of the net profits generated from the Company's upcoming reality television show series "The People's Champion", including the series' subsequent seasons, global and local spin-offs. The Company received the Investor's payments of $1,000,000 on September 23, 2019 and $500,000 on October 18, 2019. As of December 31, 2019, the total outstanding balance to the Investor is $1,500,000. On January 11, 2020, the Company hosted the Event 10 in Europe with a result of operating loss. | ||||||||||||
Chief Executive Officer [Member] | Loans Payable One [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loan, description | The Chairman of the Company, the CEO of the Company, and the Company entered into an agreement to advance S$70,000 ($52,056) to the Company as a loan, with such amount repayable on October 4, 2019 and bearing no interest rate. On October 5, 2019, the Company repaid the full amount of the loan. | ||||||||||||
One Third-Party [Member] | Loans Payable One [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loan, description | The Company and one third-party individual entered into an agreement to advance S$30,000 ($22,310) to the Company as a loan, with such amount repayable on October 7, 2019 with an interest of 5% per month. On September 23, 2019, the Company repaid the principal and interest of S$30,125 ($22,403) as satisfaction for the full amount of the loan. | The Company and one third-party individual entered into an agreement to advance S$50,000 ($37,183) to the Company as a loan, with such amount repayable on September 17, 2019 (the "Maturity Date") with an interest of 12%. On September 23, 2019, the Company repaid the principal and interest in total of S$56,000 ($41,645) as satisfaction for the full amount of the loan. | |||||||||||
Another One Third-Party [Member] | Loans Payable One [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loan, description | The Company and another third-party individual entered into an agreement to advance S$60,000 ($44,619) to the Company as a loan, with such amount repayable on October 6, 2019, with an interest of 5% per month. On October 4, 2019, the Company repaid the principal and interest in total of S$63,000 ($46,850) as satisfaction for the full amount of the loan. | ||||||||||||
Forecast [Member] | Loans Payable Two [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | $ 36,852 | ||||||||||||
Forecast [Member] | Loans Payable Two [Member] | SGD [Member] | |||||||||||||
Convertible and short-Term loans (Textual) | |||||||||||||
Term loans | $ 49,555 |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
8 Individuals [Member] | ||
Stockholders' equity (Textual) | ||
Common stock issued for cash, shares | 1,749,284 | |
Net cash consideration | $ 1,953,146 | |
9 Individuals [Member] | ||
Stockholders' equity (Textual) | ||
Common stock issued for cash, shares | 1,320,378 | |
Net cash consideration | $ 1,190,378 | |
Common Stock [Member] | ||
Stockholders' equity (Textual) | ||
Net cash consideration | $ 3,799,900 | $ 2,609,331 |
Issued shares of common stock | 3,618,001 | 4,202,600 |
Taxation (Details)
Taxation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax expense is comprised of: | ||
Current income tax | $ 20,000 | $ 20,015 |
Deferred income tax expense (benefit) | ||
Total income taxes expense | $ 20,000 | $ 20,015 |
Taxation (Details 1)
Taxation (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory rates | 21.00% | 21.00% |
Foreign income not recognized in the U.S. | (21.00%) | (21.00%) |
Effect of permanent difference | ||
Effective income tax rates | 0.00% | 0.00% |
Taxation (Details 2)
Taxation (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Unrealized fair value gains on long-term investment | $ 278,634 |
Taxation (Details 3)
Taxation (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards in the PRC | $ 2,014,901 | $ 1,663,913 |
Net operating loss carryforwards in Singapore | 332,407 | 210,046 |
Net operating loss carryforwards in the US | 3,817,587 | 1,993,267 |
Less: valuation allowance | (6,164,895) | (3,867,226) |
End of year |
Taxation (Details Textual)
Taxation (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Taxation (Textual) | ||
Corporate state income tax rate | 5.50% | |
Future net operating losses | $ 19,000,000 | |
Future operating income effective date | Dec. 31, 2038 | |
Interest and penalties accrued | $ 20,000 | $ 20,000 |
Deferred tax assets, valuation allowance | $ 6,164,895 | $ 3,867,226 |
Effective income tax rates | 0.00% | 0.00% |
GILTI, description | The GILTI income is eligible for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. Under U.S. GAAP, companies are allowed to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules – the period cost method, or (ii) account for GILTI in a company's measurement of deferred taxes – the deferred method. The Company elected to account for GILTI in the period the tax is incurred. The Company did not generate any GILTI during the year ended December 31, 2019 | |
Unrecognized tax benefit term | 1 year | |
CHINA | ||
Taxation (Textual) | ||
Corporate federal income tax rate | 25.00% | |
SINGAPORE | ||
Taxation (Textual) | ||
Corporate federal income tax rate | 17.00% |
Shareholder Transactions (Detai
Shareholder Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leong Aan Yee [Member] | ||
Related Party Transaction [Line Items] | ||
Beginning of period | $ 1,956,390 | $ 1,028,719 |
(Repayment) Advances for the period, net | (1,325,715) | 927,671 |
End of period | 630,675 | 1,956,390 |
Leong Khian Kiee [Member] | ||
Related Party Transaction [Line Items] | ||
Beginning of period | 702,170 | 149,956 |
(Repayment) Advances for the period, net | (348,754) | 552,214 |
End of period | 353,416 | 702,170 |
Khian Kiee Leong [Member] | ||
Related Party Transaction [Line Items] | ||
Beginning of period | 190,850 | |
(Repayment) Advances for the period, net | 52,022 | 190,850 |
End of period | $ 242,872 | $ 190,850 |
Shareholder Transactions (Det_2
Shareholder Transactions (Details Textual) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Shareholder Transactions (Textual) | ||
Due to shareholders | $ 1,226,963 | $ 2,849,410 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Nov. 05, 2018USD ($) |
Commitments and Contingencies (Textual) | |
Uncontested invoices amount | $ 252,822 |
Sustained damages amount | $ 252,822 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 06, 2020 | Jan. 15, 2020 | Jan. 07, 2020 | Mar. 27, 2020 | Jan. 28, 2020 |
Subscription Agreements [Member] | |||||
Subsequent Events (Textual) | |||||
Subscription agreement, description | The Investor remitted $70,721 in exchange for 41,600 shares of the Company's common stock as determined pursuant to the terms and conditions of the Subscription Agreement. | ||||
Subscription Agreements II [Member] | |||||
Subsequent Events (Textual) | |||||
Subscription agreement, description | The Company entered into a Subscription Agreement (the "Subscription Agreement II") with Mr. Khian Kiee Leong, the chairman of the Company. On March 27, 2020, Mr. Leong received 680,000 shares by offsetting $544,000 off his outstanding balances due from the Company as determined pursuant to the terms and conditions of the Subscription Agreement II. | ||||
Service Agreement [Member] | |||||
Subsequent Events (Textual) | |||||
Amount of common stock issued | $ 1,055,309 | $ 1,055,309 | $ 1,055,309 | $ 1,055,309 | |
Number of common stock issued | 945,160 | 945,160 | 945,160 | 945,160 |