Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 27, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 000-549995 | ||
Entity Registrant Name | I-ON DIGITAL CORP. | ||
Entity Central Index Key | 0001580490 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-3031328 | ||
Entity Address, Address Line One | 1244 N. Stone Street, Unit #3 | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60610 | ||
City Area Code | 866 | ||
Local Phone Number | 440-2278 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | IONI | ||
Security Exchange Name | NONE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.4 | ||
Entity Common Stock, Shares Outstanding | 20,994,242 | ||
Auditor Firm ID | 6651 | ||
Auditor Name | Kreit & Chiu CPA LLP | ||
Auditor Location | Los Angeles, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 0 | $ 0 |
Restricted cash | 0 | 0 |
Short-term financial instruments | 0 | 0 |
Short-term loan receivable | 0 | 0 |
Accounts receivables, net of allowance for doubtful accounts $0 and $0, respectively | 0 | 0 |
Deferred tax assets - current | 0 | 0 |
Prepaid expenses and other current assets | 0 | 0 |
Current assets of discontinued operations | 0 | 12,440,710 |
Total current assets | 0 | 12,440,710 |
Non-current assets: | ||
Investments | 0 | 0 |
Property and equipment, net | 0 | 0 |
Intangible assets, net | 0 | 0 |
Deposits | 0 | 0 |
Deferred tax assets - non current | 0 | 0 |
Non-current assets of discontinued operations | 0 | 1,965,736 |
Total non-current assets | 0 | 1,965,736 |
Total Assets | 0 | 14,406,446 |
Current liabilities: | ||
Accounts payable | 0 | 0 |
Accrued expenses and other | 0 | 0 |
Value added tax payable | 0 | 0 |
Income tax payable | 0 | 0 |
Short-term loan payable | 0 | 0 |
Government grants outstanding for usage of future projects | 0 | 0 |
Current liabilities of discontinued operations | 0 | 3,516,117 |
Total current liabilities | 0 | 3,516,117 |
Total liabilities | 0 | 3,516,117 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock - $0.0001 par value; authorized 100,000,000 shares; 19,724,220 shares and 35,030,339 issued and outstanding at December 31, 2022 and December 31, 2021 | 1,972 | 3,503 |
Treasury stock | 0 | (709,478) |
Additional paid-in-capital | 2,689,391 | 3,713,370 |
Accumulated other comprehensive loss | 0 | (726,500) |
Accumulated retained earnings | (2,691,363) | 7,681,661 |
Total company stockholders' equity | 0 | 9,962,556 |
Preferred stock (I-ON Korea and eformworks) - $0.4380 par value; authorized 2,000,000 shares; zero share issued and outstanding at December 31, 2022 and 600,742 shares issued and outstanding at December 31, 2021 | 0 | 1,093,569 |
Non-controlling interests | 0 | (165,796) |
Total stockholders' equity | 0 | 10,890,329 |
Total Liabilities and Stockholders' Equity | $ 0 | $ 14,406,446 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Accounts receivables, allowance for doubtful accounts | $ 0 | $ 0 |
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 19,724,220 | 35,030,339 |
Common stock, shares outstanding (in shares) | 19,724,220 | 35,030,339 |
Preferred stock, par value (in dollars per share) | $ 0.438 | $ 0.438 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, issued (in shares) | 0 | 600,742 |
Preferred stock, outstanding (in shares) | 0 | 600,742 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract] | ||
Net sales | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 |
Gross profit | 0 | 0 |
Operating expense | 0 | 0 |
Income (loss) from operations | 0 | 0 |
Other income (expense) | 0 | 0 |
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest | (252,006) | 1,685,468 |
Provision for (benefit from) income tax | 30,002 | (306,780) |
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest | (282,008) | 1,992,248 |
Loss on equity investment | (18,725) | 0 |
Net income (loss) | (300,733) | 1,992,248 |
Non-controlling interest income (loss) from discontinued operations | (273,108) | (171,628) |
Net income (loss) attributable to Parent Company from discontinued operations | (27,625) | 2,163,876 |
Comprehensive income statement: | ||
Net income (loss) from discontinued operations | (300,733) | 1,992,248 |
Foreign currency translation loss | (1,691,420) | (1,016,433) |
Total comprehensive income (loss) from discontinued operations | $ (1,992,153) | $ 975,815 |
Basic earnings per share from continuing operations | ||
Net income (loss) before non-controlling interest (in dollars per share) | $ 0 | $ 0 |
Non-controlling interest (in dollars per share) | 0 | 0 |
Earnings per share to stockholders (in dollars per share) | 0 | 0 |
Diluted earnings per share from continuing operations | ||
Net income (loss) before non-controlling interest (in dollars per share) | 0 | 0 |
Non-controlling interest (in dollars per share) | 0 | 0 |
Earnings per share to stockholders (in dollars per share) | 0 | 0 |
Basic Earnings Per Share from Discontinued Operations [Abstract] | ||
Net income (loss) before non-controlling interest (in dollars per share) | (0.01) | 0.06 |
Non-controlling interest (in dollars per share) | (0.01) | 0 |
Earnings per share to stockholders (in dollars per share) | 0 | 0.06 |
Diluted earnings per share from discontinued operations | ||
Net income (loss) before non-controlling interest (in dollars per share) | (0.01) | 0.06 |
Non-controlling interest (in dollars per share) | (0.01) | 0 |
Earnings per share to stockholders (in dollars per share) | $ 0 | $ 0.06 |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 19,724,220 | 35,030,339 |
Diluted (in shares) | 19,724,220 | 35,030,339 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Company Stockholders' Equity [Member] | Non-Controlling Interest [Member] | Preferred Stock [Member] | Total |
Balance at Dec. 31, 2020 | $ 3,503 | $ 3,713,370 | $ 5,517,785 | $ (709,478) | $ 289,933 | $ 8,815,113 | $ 5,832 | $ 475,036 | $ 9,295,981 |
Balance (in shares) at Dec. 31, 2020 | 35,030,339 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of preferred stock | 618,533 | 618,533 | |||||||
Foreign currency translation loss | $ 0 | 0 | 0 | 0 | (1,016,433) | (1,016,433) | 0 | 0 | (1,016,433) |
Net income (loss) | 0 | 0 | 2,163,876 | 0 | 0 | 2,163,876 | (171,628) | 0 | 1,992,248 |
Balance at Dec. 31, 2021 | $ 3,503 | 3,713,370 | 7,681,661 | (709,478) | (726,500) | 9,962,556 | (165,796) | 1,093,569 | 10,890,329 |
Balance (in shares) at Dec. 31, 2021 | 35,030,339 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cancellation of common stock in connection with equity purchase agreement | $ (1,531) | (1,023,979) | 0 | 0 | 0 | (1,025,510) | 0 | 0 | (1,025,510) |
Cancellation of common stock in connection with equity purchase agreement (in shares) | (15,306,119) | ||||||||
Adjustment from deconsolidation | (10,345,399) | 709,478 | 2,417,920 | (7,218,001) | 165,796 | (1,093,569) | (8,145,774) | ||
Foreign currency translation loss | $ 0 | 0 | 0 | 0 | (1,691,420) | (1,691,420) | 0 | 0 | (1,691,420) |
Net income (loss) from discontinued operations | 0 | 0 | (27,625) | 0 | 0 | (27,625) | 0 | 0 | (27,625) |
Balance at Dec. 31, 2022 | $ 1,972 | $ 2,689,391 | $ (2,691,363) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Dec. 31, 2022 | 19,724,220 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (300,733) | $ 1,992,248 |
Less: Net income (loss) from discontinued operations | (27,625) | 2,163,876 |
Net income (loss) from continuing operations | 0 | 0 |
Net cash used in operating activities from discontinued operations | (519,828) | 307,989 |
Total net cash provided by (used in) operating activities | (792,936) | 136,361 |
Cash flows from investing activities: | ||
Net cash used in investing activities from discontinued operations | (705,692) | (347,492) |
Total net cash used in investing activities | (705,692) | (347,492) |
Cash flows from financing activities: | ||
Net cash provided by (used in) financing activities from discontinued operations | (3,078,447) | (81,099) |
Total net cash used in financing activities | (3,078,447) | (81,099) |
Effect of foreign currency translation on cash and cash equivalents | (731,569) | (666,778) |
Net decrease in cash and cash equivalents | (5,308,644) | (959,008) |
Cash and cash equivalents including restricted cash, beginning of period | 5,308,644 | 6,267,652 |
Cash and cash equivalents including restricted cash, end of period | 0 | 5,308,644 |
Continuing operations: | ||
Interest paid | 0 | 0 |
Taxes paid | 0 | 0 |
Discontinued operations: | ||
Interest paid | 6,218 | 12,891 |
Taxes paid | 13,667 | 39,418 |
Significant noncash items: | ||
Cancellation of common stocks | $ 1,025,510 | $ 0 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Operations [Abstract] | |
Organization and Operations | NOTE 1. Organization and Operations I-ON Digital Corp. (“the Company”) was incorporated on July 5, 1999 and is engaged in developing and supplying computerized system. The corporate headquarter was located at 15 Teheran-ro 10-gil Gangnam-gu Seoul, South Korea. The Company provided enterprise content management services to customers primarily in Korea, Japan and Indonesia, by developing industry-leading products such as ICS (web content management system), iDrive (e-document management system), LAMS (load aggregator’s management system), e.Form (mobile contract system), IDAS (digital asset management system) and ICE (content delivery system). On or about August 1, 2021, the Company’s wholly-owned subsidiary I-ON Communications, Ltd. (“Communications”) formed a new subsidiary named eformworks Co., Ltd. (“e.Form”) into which Communications moved its electronic signature operations. Communications contributed approximately $253,000 on August 1, 2021 and $77,000 on September 30, 2022 to e.Form to subscribe for its founders shares and owns 59.82% of the outstanding capital stock of e.Form. On June 28, 2022, the board of directors of the Company’s wholly-owned subsidiary I-ON Communications, Ltd. (“Communications”) approved to form a new subsidiary named EIPGRID, which provides the community energy service platforms. Hence Communications contributed On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ assumed all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications, including, but not limited to, the Subscription Amount. As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net loss from discontinued operations, in the Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the Sell-Off are reported as Assets and Liabilities of Discontinued Operations on the Consolidated Balance Sheets. All amounts and disclosures included in the Notes to Consolidated Financial Statements reflect only the Company’s continuing operations unless otherwise noted. For additional information, see Note 3 “Discontinued Operations” and Note 5 “Deconsolidation of Subsidiaries.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. Summary of Significant Accounting Policies The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. The accompanying consolidated financial statements and the notes hereto are reported in US Dollars. The consolidated financial statements were prepared and presented in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810. Non-controlling interests represent the portion of earnings that is not within the parent Company’s control. These amounts are required to be reported as equity instead of as a liability on the consolidated balance sheet. ASC requires net income or loss from non-controlling interests to be shown separately on the consolidated statements of operations. The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. Going Concern The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had no revenues since the Sell-off of its subsidiaries in September 2022. As of December 31, 2022, the Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. The Company also line up strategies to raise the funds through merging with operating entities. Use of Estimates in the Preparation of Financial Statements The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates. Foreign Currency Transaction and Translation The Company’s principal country of operations is Korea. The financial position and results of operations of the Company are determined using the local currency, Korean Won (“KRW”), as the functional currency. ● I-ON, Ltd (Japanese subsidiary) ● Consolidation Segment Reporting FASB ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer has been identified as the chief decision maker. Revenue Recognition Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue consisted of services provided and commissions. These revenue sources are as follows: ● Royalty – the Company receives a fixed amount of royalties from a company in Japan for providing rights to sell the Company’s products in Japanese market. Revenue is recognized over the contract and service period. ● License Solution & Services – the Company recognizes revenue on installation of the web-content management software, services provided for installation, and customization. ● Customizing Services – the Company recognizes revenue from processing transactions between businesses and their customers. Revenue is recognized over the contract and service period and when service for the contract is completed. ● Maintenance – the Company recognizes revenue over the contract term based on percentage-of-completion method. Cash and Cash Equivalents The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents. Property and Equipment Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the double declining balance method, based on the estimated useful lives as follows: Facility equipment 4 years Automobile 4 years Office equipment 4 years Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts, and any gain or loss is included in operations. The Company is working on a government research project and many other technical innovation projects. The Company receives government grants that it uses to offset the amount of assets acquired or expenses incurred. Research and Development Research and development costs are expensed as incurred. Research and development costs include travel, payroll, and other general expenses specific to research and development activities. Intangible Assets When the Company acquires an intangible asset, it is recorded at acquisition cost (the purchase price of the intangible asset and the costs directly related to the preparation of the asset for its intended purpose). The cost of an intangible asset acquired in a business combination is measured at the fair value at the acquisition date according to the accounting standards for business combinations. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives. The estimated useful lives of the respective asset categories are as follows: Development costs 3 years Intangible assets excluding development costs 10 years Other Intangible assets 3 to 5 years Severance and Retirement Benefits In accordance with the Korean Labor Standard Law, employees and directors with at least one year of service are entitled to receive a lump-sum payment upon termination of their employment, based on their length of service and rate of pay at the time of termination. Accrued severance benefits represent an amount which would be payable assuming all eligible employees and directors were to terminate their employment as of the balance sheet date. The annual severance benefits expense charged to operations is calculated based upon the net change in the accrued severance benefits payable at the balance sheet date based on the guidance of FASB ASC 960, Accounting – Defined Benefit Pension Plans Impairment analysis for long-lived assets and intangible assets The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment Earnings Per Share FASB ASC Topic 260, Earnings Per Share Fair Value Measurements The Company follows FASB ASC Topic 820, Fair Value Measurements ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis. The three levels of inputs are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date. Level 2 Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes. The Company follows FASB ASC 740, Income Taxes FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 for the years ended December 31, 2022 and 2021. Contingencies Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash and trade receivable arising from its normal business activities. The Company deposits its cash in high credit quality institutions. The Company performs ongoing credit evaluations to its customers and establishes allowances when appropriate. Cash and cash equivalents are maintained at various financial institutions located in Korea and Japan. The Company has never experienced any losses related to these balances. A dvertising Costs associated with advertising and promotions are expensed as incurred. Employee Stock Based Compensation The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our consolidated financial statements. Non-controlling Interests Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date and is adjusted at each reporting date for the net income (loss) attributable to that non-controlling interest during that period. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting Other recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | NOTE 3. Discontinued Operations On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”) . Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ will assume all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications. As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net income (loss) from discontinued operations in the Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the Sell-Off are reported as Assets and Liabilities of Discontinued Operations on the Consolidated Balance Sheets. In accordance with FASB ASC 805, Business Combinations, the transaction was determined to be transfers and exchanges between entities under the common control. Accordingly, the difference between the proceeds received by the Company and the book value of the Communications and Communication’s subsidiaries has been recognized as an equity transaction and no gain or loss has been recorded. The following table presents the components of discontinued operations in relation to Communications reported in the consolidated statements of operations: Years ended December 31, 2022 2021 Net Sales 7,578,685 16,199,710 Operating costs and expenses 9,638,272 14,393,417 Income (loss) from operations before other income and income taxes (2,059,587 ) 1,806,293 Other income (loss) 1,807,581 (120,825 ) Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest (252,006 ) 1,685,468 Income tax 30,002 (306,780 ) Income (loss) from discontinued operations before loss on equity investment and non-controlling interest (282,008 ) 1,992,248 Loss on equity investment (18,725 ) - Income (loss) from discontinued operations before non-controlling interest (300,733 ) 1,992,248 Non-controlling interest income (loss) from discontinued operations (273,108 ) (171,628 ) Net income (loss) attributable to Parent Company from discontinued operations (27,625 ) 2,163,876 Comprehensive income statement Net income (loss)from discontinued operations (300,733 ) 1,992,248 Foreign currency translation loss (1,691,420 ) (1,016,433 ) Total comprehensive income (loss) from discontinued operations (1,992,153 ) 975,815 The following table presents the major classes of assets and liabilities of discontinued operations of Communications reported in the consolidated balance sheets: December 31, 2022 December 31, 2021 Cash and cash equivalents $ - $ 3,705,945 Restricted cash - 1,602,699 Short-term financial instruments - 716,154 Short-term loan receivable - 126,529 Accounts receivables, net of allowance for doubtful accounts $ 0 645,335 - 5,299,951 Deferred tax assets - current - 410,259 Prepaid expenses and other current assets - 579,173 Total current assets of discontinued operations - 12,440,710 Investments - 93,168 Property and equipment, net - 105,445 Intangible assets, net - 438,781 Deposits - 737,909 Deferred tax assets – non-current - 590,433 Total non-current assets of discontinued operations - 1,965,736 Accounts payable $ - $ 320,251 Accrued expenses and other - 2,546,062 Value added tax payable - 202,857 Income tax payable - 79,106 Short-term loan payable - 337,410 Government grants outstanding for usage of future projects - 30,431 Total current liabilities of discontinued operations - 3,516,117 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 4. Earnings Per Share The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share The following table sets forth the computation of basic and diluted net income per common share: Years Ended December 31, Periods Ended 2022 2021 Net income (loss) $ (27,625 ) $ 2,163,876 Net income (loss) from continuing operations - - Net income (loss) from discontinued operations (27,625 ) 2,163,876 Weighted-average shares of common stock outstanding: Basic 19,724,220 35,030,339 Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss - - Dilutive shares 19,724,220 35,030,339 Net income (loss) from continuing operations: Earnings per share - Basic Net income (loss) before non-controlling interest $ 0.00 $ 0.00 Non-controlling interest $ 0.00 $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.00 Earnings per share - Diluted Net income (loss) before non-controlling interest $ 0.00 $ 0.00 Non-controlling interest $ 0.00 $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.00 Net income (loss) from discontinued operations: Earnings per share - Basic Net income (loss) before non-controlling interest $ (0.01 ) $ 0.06 Non-controlling interest $ (0.01 ) $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.06 Earnings per share - Diluted Net income (loss) before non-controlling interest $ (0.01 ) $ 0.06 Non-controlling interest $ (0.01 ) $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.06 No non-vested share awards or non-vested share unit awards were dilutive for the years ended December 31, 2022 and 2021. |
Deconsolidation of Subsidiaries
Deconsolidation of Subsidiaries | 12 Months Ended |
Dec. 31, 2022 | |
Deconsolidation of Subsidiaries [Abstract] | |
Deconsolidation of Subsidiaries | NOTE 5. Deconsolidation of Subsidiaries As of the Sell-Off date, which was September 29, 2022, the Company had approximately $12.6 million of total assets and $3.6 million of total liabilities on its consolidated balance sheet. As part of deconsolidation, we removed the balance of Accumulated Other Comprehensive Income (loss) which contains $2.4 million of foreign currency translation gain related to the Sell-Off companies. Mr. Oh and Mr. Kim returned their shares of the Company, total 15,306,119 approximately 43% of total outstanding shares, to the Company in exchange for the transfer of all outstanding equity of Communications to JFJ. Stock price on September 29, 2022 was $0.067; therefore, the fair market value the proceeds was $1,025,510 which was calculated by multiplying the number of shares transferred to the stock price on September 29, 2022. In accordance with FASB ASC 805, Business Combinations |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are issued. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed below or within the footnotes, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. As previously disclosed, the Company entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp., a Florida corporation (“IAC”) on September 28, 2022. Pursuant to the terms of the Purchase Agreement, IAC acquired 3,000 shares of a newly created Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”) for proceeds in the amount of $250,000 (the “Subscription Amount”) in the form of a promissory note (the “Note”) which is secured by the pledge of the Series A Shares, the Series B Shares (as defined herein) and other assets of IAC in a Stock Pledge and Escrow Agreement (the “Pledge Agreement”). The Purchase Agreement was subsequently amended to include the subscription for 3,600 Series A Shares. Each Series A Preferred Share is convertible into Ten Thousand (10,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred. On January 20, 2023, the Note was fully paid and the Series A Preferred Shares were issued and released to IAC and the Series B Shares were issued and released to the respective purchasers thereof. The Company adopted the operations of IAC. Accordingly, the Company is in the business of providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold, and other asset-based digital securities on the Blockchain. Asset digitization includes gold and precious metals with proven reserves that the Company may acquire and for similar assets of independent claim owners. Services to be provided by the Company are to be managed and administered via Distributed Ledger Technology, also referred to as an independent Node Verification Network, in the form of digital tokens or certificates. The Company’s technology will allow tier-one and institutional-level financial managers or owners of the assets to fully transact or interface for exchange, settlement, transfer or financial reporting purposes with any regulatory-compliant, blockchain enabled Bank, Financial Institution, Asset Manager or secure Payment Intermediary. The Company is also engaged in the development of U.S. and global markets, commercial distribution channels and digitization opportunities. On February 1, 2023, the Company accepted the resignations of Jae Cheol Oh, as the Chief Executive Officer, Treasurer and Chairman, and Jae Ho Cho, Hong Rae Kim, Eugene Hong, Jean Koh and Charlie Baik as directors of the Company. To fill the vacancies created by these resignations, Carlos X. Montoya was appointed to the Board of Directors on February 1, 2023. Mr. Montoya was also appointed as the Company’s President and Rod Smith was appointed Secretary of the Company, both effective immediately. The Company entered into a technology Licensing Agreement with I-ON Acquisition Corp. (“IAC”) on March 30, 2023. Under the terms and conditions of the Company’s precedent I-ON Digital – Nodalium Inc. Channel Partnership Master Agreement, the Company has formally granted I-ON Acquisition Corp. full use and access, specifically licensing up to 65 workstations, empowered by the Nodalium Enterprise Workflow/ Intelligent Automation Platform. The enterprise software platform solution features Nodalium’s Digital Trust product suite. I-ON Acquisition paid an upfront price of $110,500, or $1,700 per workstation, plus a one-time setup and registration fee of $20,000 for combined transaction amount of $130,500. The Company has reached an agreement in principle to purchase rights to an existing Asset Exchange Agreement involving the prior arms-length purchase by Orebits Acquisition Group and IAC involving ownership rights to 180 Orebits Gold-Backed Digital Assets (technically, 179.9742). Pursuant to the terms of the original $335,700 transaction, the seller, an unrelated third-private party (as trustee), agreed to sell the Orebits Gold-Backed Digital Assets in exchange for a combination of cash and marketable securities. In acquiring the contractual rights I-ON will pay combination of $85,700 in cash and the equivalent of $250,000 in I-ON Digital Corp shares of the Company’s common stock. As calculated, this equates to 1,136,363.64 shares of I-ON Digital common stock at the previously published price of $0.22 to be issued to the original seller. The subject 180 Orebits will be central to an asset digitization beta project involving the I-ON Digital Blockchain Platform, now under construction by I-ON Digital and technology partner INSTRUXI. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. The accompanying consolidated financial statements and the notes hereto are reported in US Dollars. The consolidated financial statements were prepared and presented in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810. Non-controlling interests represent the portion of earnings that is not within the parent Company’s control. These amounts are required to be reported as equity instead of as a liability on the consolidated balance sheet. ASC requires net income or loss from non-controlling interests to be shown separately on the consolidated statements of operations. |
Basis of Presentation | The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had no revenues since the Sell-off of its subsidiaries in September 2022. As of December 31, 2022, the Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. The Company also line up strategies to raise the funds through merging with operating entities. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates. |
Foreign Currency Transaction and Translation | Foreign Currency Transaction and Translation The Company’s principal country of operations is Korea. The financial position and results of operations of the Company are determined using the local currency, Korean Won (“KRW”), as the functional currency. ● I-ON, Ltd (Japanese subsidiary) ● Consolidation |
Segment Reporting | Segment Reporting FASB ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer has been identified as the chief decision maker. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue consisted of services provided and commissions. These revenue sources are as follows: ● Royalty – the Company receives a fixed amount of royalties from a company in Japan for providing rights to sell the Company’s products in Japanese market. Revenue is recognized over the contract and service period. ● License Solution & Services – the Company recognizes revenue on installation of the web-content management software, services provided for installation, and customization. ● Customizing Services – the Company recognizes revenue from processing transactions between businesses and their customers. Revenue is recognized over the contract and service period and when service for the contract is completed. ● Maintenance – the Company recognizes revenue over the contract term based on percentage-of-completion method. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the double declining balance method, based on the estimated useful lives as follows: Facility equipment 4 years Automobile 4 years Office equipment 4 years Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts, and any gain or loss is included in operations. The Company is working on a government research project and many other technical innovation projects. The Company receives government grants that it uses to offset the amount of assets acquired or expenses incurred. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs include travel, payroll, and other general expenses specific to research and development activities. |
Intangible Assets | Intangible Assets When the Company acquires an intangible asset, it is recorded at acquisition cost (the purchase price of the intangible asset and the costs directly related to the preparation of the asset for its intended purpose). The cost of an intangible asset acquired in a business combination is measured at the fair value at the acquisition date according to the accounting standards for business combinations. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives. The estimated useful lives of the respective asset categories are as follows: Development costs 3 years Intangible assets excluding development costs 10 years Other Intangible assets 3 to 5 years |
Severance and Retirement Benefits | Severance and Retirement Benefits In accordance with the Korean Labor Standard Law, employees and directors with at least one year of service are entitled to receive a lump-sum payment upon termination of their employment, based on their length of service and rate of pay at the time of termination. Accrued severance benefits represent an amount which would be payable assuming all eligible employees and directors were to terminate their employment as of the balance sheet date. The annual severance benefits expense charged to operations is calculated based upon the net change in the accrued severance benefits payable at the balance sheet date based on the guidance of FASB ASC 960, Accounting – Defined Benefit Pension Plans |
Impairment Analysis for Long-lived Assets and Intangible Assets | Impairment analysis for long-lived assets and intangible assets The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment |
Earnings Per Share | Earnings Per Share FASB ASC Topic 260, Earnings Per Share |
Fair Value Measurements | Fair Value Measurements The Company follows FASB ASC Topic 820, Fair Value Measurements ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis. The three levels of inputs are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date. Level 2 Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes. The Company follows FASB ASC 740, Income Taxes FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 for the years ended December 31, 2022 and 2021. |
Contingencies | Contingencies Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash and trade receivable arising from its normal business activities. The Company deposits its cash in high credit quality institutions. The Company performs ongoing credit evaluations to its customers and establishes allowances when appropriate. Cash and cash equivalents are maintained at various financial institutions located in Korea and Japan. The Company has never experienced any losses related to these balances. |
Advertising | A dvertising Costs associated with advertising and promotions are expensed as incurred. |
Employee Stock Based Compensation | Employee Stock Based Compensation The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our consolidated financial statements. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date and is adjusted at each reporting date for the net income (loss) attributable to that non-controlling interest during that period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting Other recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the double declining balance method, based on the estimated useful lives as follows: Facility equipment 4 years Automobile 4 years Office equipment 4 years |
Estimated Useful Lives of Respective Asset Categories | The estimated useful lives of the respective asset categories are as follows: Development costs 3 years Intangible assets excluding development costs 10 years Other Intangible assets 3 to 5 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | The following table presents the components of discontinued operations in relation to Communications reported in the consolidated statements of operations: Years ended December 31, 2022 2021 Net Sales 7,578,685 16,199,710 Operating costs and expenses 9,638,272 14,393,417 Income (loss) from operations before other income and income taxes (2,059,587 ) 1,806,293 Other income (loss) 1,807,581 (120,825 ) Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest (252,006 ) 1,685,468 Income tax 30,002 (306,780 ) Income (loss) from discontinued operations before loss on equity investment and non-controlling interest (282,008 ) 1,992,248 Loss on equity investment (18,725 ) - Income (loss) from discontinued operations before non-controlling interest (300,733 ) 1,992,248 Non-controlling interest income (loss) from discontinued operations (273,108 ) (171,628 ) Net income (loss) attributable to Parent Company from discontinued operations (27,625 ) 2,163,876 Comprehensive income statement Net income (loss)from discontinued operations (300,733 ) 1,992,248 Foreign currency translation loss (1,691,420 ) (1,016,433 ) Total comprehensive income (loss) from discontinued operations (1,992,153 ) 975,815 The following table presents the major classes of assets and liabilities of discontinued operations of Communications reported in the consolidated balance sheets: December 31, 2022 December 31, 2021 Cash and cash equivalents $ - $ 3,705,945 Restricted cash - 1,602,699 Short-term financial instruments - 716,154 Short-term loan receivable - 126,529 Accounts receivables, net of allowance for doubtful accounts $ 0 645,335 - 5,299,951 Deferred tax assets - current - 410,259 Prepaid expenses and other current assets - 579,173 Total current assets of discontinued operations - 12,440,710 Investments - 93,168 Property and equipment, net - 105,445 Intangible assets, net - 438,781 Deposits - 737,909 Deferred tax assets – non-current - 590,433 Total non-current assets of discontinued operations - 1,965,736 Accounts payable $ - $ 320,251 Accrued expenses and other - 2,546,062 Value added tax payable - 202,857 Income tax payable - 79,106 Short-term loan payable - 337,410 Government grants outstanding for usage of future projects - 30,431 Total current liabilities of discontinued operations - 3,516,117 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Common Share | The following table sets forth the computation of basic and diluted net income per common share: Years Ended December 31, Periods Ended 2022 2021 Net income (loss) $ (27,625 ) $ 2,163,876 Net income (loss) from continuing operations - - Net income (loss) from discontinued operations (27,625 ) 2,163,876 Weighted-average shares of common stock outstanding: Basic 19,724,220 35,030,339 Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss - - Dilutive shares 19,724,220 35,030,339 Net income (loss) from continuing operations: Earnings per share - Basic Net income (loss) before non-controlling interest $ 0.00 $ 0.00 Non-controlling interest $ 0.00 $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.00 Earnings per share - Diluted Net income (loss) before non-controlling interest $ 0.00 $ 0.00 Non-controlling interest $ 0.00 $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.00 Net income (loss) from discontinued operations: Earnings per share - Basic Net income (loss) before non-controlling interest $ (0.01 ) $ 0.06 Non-controlling interest $ (0.01 ) $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.06 Earnings per share - Diluted Net income (loss) before non-controlling interest $ (0.01 ) $ 0.06 Non-controlling interest $ (0.01 ) $ 0.00 Earnings per share to stockholders $ 0.00 $ 0.06 |
Organization and Operations (De
Organization and Operations (Details) - USD ($) | 9 Months Ended | |||
Sep. 29, 2022 | Jun. 28, 2022 | Aug. 01, 2021 | Sep. 30, 2022 | |
Organization and Operations [Abstract] | ||||
Numbers of shares of common stock issued upon sell-off agreement (in shares) | 15,306,119 | |||
Subsidiaries [Member] | eformworks Co., Ltd [Member] | ||||
Organization and Operations [Abstract] | ||||
Ownership percentage | 59.82% | |||
Contribution to subsidiary | $ 253,000 | $ 77,000 | ||
Subsidiaries [Member] | EIPGRID [Member] | ||||
Organization and Operations [Abstract] | ||||
Contribution to subsidiary | $ 773,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Going Concern [Abstract] | |||
Revenues | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Foreign Currency Transaction and Translation (Details) | 12 Months Ended | |||||
Dec. 31, 2022 ₩ / ¥ | Dec. 31, 2022 ₩ / ¥ ₩ / $ | Dec. 31, 2021 ₩ / ¥ | Dec. 31, 2021 ₩ / $ ₩ / ¥ | Dec. 31, 2022 ₩ / $ | Dec. 31, 2021 ₩ / $ | |
Foreign Currency Transaction and Translation [Abstract] | ||||||
Foreign currency exchange rate | 9.32 | 9.32 | 10.3 | 10.3 | 1,252.61 | 1,185.5 |
Average exchange rate for the period | 9.91 | 1,278.7 | 10.41 | 1,144.42 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Facility Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives | 4 years |
Automobile [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives | 4 years |
Office Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives | 4 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Development Costs [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives of finite lived intangible assets | 3 years |
Intangible Assets Excluding Development Costs [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives of finite lived intangible assets | 10 years |
Other Intangible Assets [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives of finite lived intangible assets | 3 years |
Other Intangible Assets [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives of finite lived intangible assets | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Severance and Retirement Benefits (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Severance and Retirement Benefits [Abstract] | |
Minimum service to receive lump-sum payment | 1 year |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies, Employee Stock Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Stock Based Compensation [Abstract] | |
Vesting period | 3 years |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | ||
Sep. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations [Abstract] | |||
Numbers of shares of common stock issued upon sell-off agreement (in shares) | 15,306,119 | ||
Discontinued Operations, Consolidated Statements of Operations [Abstract] | |||
Net sales | $ 7,578,685 | $ 16,199,710 | |
Operating costs and expenses | 9,638,272 | 14,393,417 | |
Income (loss) from operations before other income and income taxes | (2,059,587) | 1,806,293 | |
Other income | 1,807,581 | ||
Other loss | (120,825) | ||
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest | (252,006) | 1,685,468 | |
Income tax | 30,002 | (306,780) | |
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest | (282,008) | 1,992,248 | |
Loss on equity investment | (18,725) | 0 | |
Net income (loss) | (300,733) | 1,992,248 | |
Non-controlling interest income (loss) from discontinued operations | (273,108) | (171,628) | |
Net income (loss) attributable to Parent Company from discontinued operations | (27,625) | 2,163,876 | |
Comprehensive income statement [Abstract] | |||
Net income (loss)from discontinued operations | (300,733) | 1,992,248 | |
Foreign currency translation loss | (1,691,420) | (1,016,433) | |
Total comprehensive income (loss) from discontinued operations | (1,992,153) | 975,815 | |
Discontinued Operations, Consolidated Balance Sheets [Abstract] | |||
Cash and cash equivalents | 0 | 3,705,945 | |
Restricted cash | 0 | 1,602,699 | |
Short-term financial instruments | 0 | 716,154 | |
Short-term loan receivable | 0 | 126,529 | |
Accounts receivables, net of allowance for doubtful accounts $0 and $645,335, respectively | 0 | 5,299,951 | |
Deferred tax assets - current | 0 | 410,259 | |
Prepaid expenses and other current assets | 0 | 579,173 | |
Total current assets of discontinued operations | 0 | 12,440,710 | |
Investments | 0 | 93,168 | |
Property and equipment, net | 0 | 105,445 | |
Intangible assets, net | 0 | 438,781 | |
Deposits | 0 | 737,909 | |
Deferred tax assets - non-current | 0 | 590,433 | |
Total non-current assets of discontinued operations | 0 | 1,965,736 | |
Accounts payable | 0 | 320,251 | |
Accrued expenses and other | 0 | 2,546,062 | |
Value added tax payable | 0 | 202,857 | |
Income tax payable | 0 | 79,106 | |
Short-term loan payable | 0 | 337,410 | |
Government grants outstanding for usage of future projects | 0 | 30,431 | |
Total current liabilities of discontinued operations | 0 | 3,516,117 | |
Accounts receivables, allowance for doubtful accounts | $ 0 | $ 645,335 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to Parent Company from discontinued operations | $ (27,625) | $ 2,163,876 |
Net income (loss) from continuing operations | 0 | 0 |
Net income (loss) from discontinued operations | $ (27,625) | $ 2,163,876 |
Weighted-average shares of common stock outstanding [Abstract] | ||
Basic (in shares) | 19,724,220 | 35,030,339 |
Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss (in shares) | 0 | 0 |
Dilutive shares (in shares) | 19,724,220 | 35,030,339 |
Earnings per share - Basic [Abstract] | ||
Net income (loss) before non-controlling interest (in dollars per share) | $ 0 | $ 0 |
Non-controlling interest (in dollars per share) | 0 | 0 |
Earnings per share to stockholders (in dollars per share) | 0 | 0 |
Earnings per share - Diluted [Abstract] | ||
Net income (loss) before non-controlling interest (in dollars per share) | 0 | 0 |
Non-controlling interest (in dollars per share) | 0 | 0 |
Earnings per share to stockholders (in dollars per share) | 0 | 0 |
Earnings per share - Basic [Abstract] | ||
Net income (loss) before non-controlling interest (in dollars per share) | (0.01) | 0.06 |
Non-controlling interest (in dollars per share) | (0.01) | 0 |
Earnings per share to stockholders (in dollars per share) | 0 | 0.06 |
Earnings per share - Diluted [Abstract] | ||
Net income (loss) before non-controlling interest (in dollars per share) | (0.01) | 0.06 |
Non-controlling interest (in dollars per share) | (0.01) | 0 |
Earnings per share to stockholders (in dollars per share) | $ 0 | $ 0.06 |
Deconsolidation of Subsidiari_2
Deconsolidation of Subsidiaries (Details) - USD ($) | 12 Months Ended | ||
Sep. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deconsolidation of Subsidiaries [Abstract] | |||
Total assets | $ 0 | $ 14,406,446 | |
Total liabilities | 0 | 3,516,117 | |
Foreign currency translation gain | $ (1,691,420) | $ (1,016,433) | |
Subsidiaries [Member] | |||
Deconsolidation of Subsidiaries [Abstract] | |||
Total assets | $ 12,600,000 | ||
Total liabilities | 3,600,000 | ||
Foreign currency translation gain | $ 2,400,000 | ||
Numbers of shares of common stock issued upon spin-off agreement (in shares) | 15,306,119 | ||
Percentage of common stock received upon spin-off | 43% | ||
Stock price (in dollars per share) | $ 0.067 | ||
Fair market value of stock repurchased | $ 1,025,510 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 30, 2023 USD ($) Right Workstation shares | Sep. 28, 2022 USD ($) Vote $ / shares shares | Apr. 13, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Securities Purchase Agreement [Abstract] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.438 | $ 0.438 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Series A Convertible Preferred Stock [Member] | |||||
Securities Purchase Agreement [Abstract] | |||||
Number of shares sold (in shares) | shares | 3,600 | ||||
I-ON Acquisition Corp. [Member] | Series A Convertible Preferred Stock [Member] | |||||
Securities Purchase Agreement [Abstract] | |||||
Number of shares sold (in shares) | shares | 3,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Proceeds from issuance of preferred stock | $ 250,000 | ||||
Preferred stock, shares common stock to be issued to each share of preferred stock upon conversion (in shares) | shares | 10,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Preferred stock, number of votes to which each share of preferred stock is entitled | Vote | 10,000 | ||||
Subsequent Event [Member] | I-ON Acquisition Corp. [Member] | |||||
Technology Licensing Agreement [Abstract] | |||||
Upfront payment for technology licensing | $ 110,500 | ||||
Upfront payment for technology licensing per workstation | 1,700 | ||||
One-time setup and registration fee of technology license acquisition | 20,000 | ||||
Combined transaction amount | 130,500 | ||||
Principal transaction amount of Orebit Gold-Backed digital assets exchange agreement | 335,700 | ||||
Cash consideration related to contractual rights acquisition | 85,700 | ||||
Equivalent of common stock consideration related to contractual rights acquisition | $ 250,000 | ||||
Number of shares of common stock to be issued to original seller (in shares) | shares | 1,136,363.64 | ||||
Subsequent Event [Member] | I-ON Acquisition Corp. [Member] | Maximum [Member] | |||||
Technology Licensing Agreement [Abstract] | |||||
Number of workstations licensed | Workstation | 65 | ||||
Subsequent Event [Member] | I-ON Acquisition Corp. [Member] | Series A Convertible Preferred Stock [Member] | |||||
Technology Licensing Agreement [Abstract] | |||||
Asset acquisition, consideration of share price (in dollars per share) | $ / shares | $ 0.22 | ||||
Subsequent Event [Member] | Orebits Acquisition Group and I-ON Acquisition Corp. [Member] | |||||
Technology Licensing Agreement [Abstract] | |||||
Number of ownership rights associated with asset exchange agreement | Right | 180 |