Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 04, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55053 | ||
Entity Registrant Name | Leet Technology Inc. | ||
Entity Central Index Key | 0001586495 | ||
Entity Tax Identification Number | 46-3590850 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 805, 8th Floor | ||
Entity Address, Address Line Two | Menara Mutiara Majestic | ||
Entity Address, Address Line Three | Jalan Othman, Petaling Jaya 46000 | ||
Entity Address, City or Town | Selangor | ||
Entity Address, Country | MY | ||
Entity Address, Postal Zip Code | 90035 | ||
City Area Code | 603 | ||
Local Phone Number | 7783 1636 | ||
Title of 12(g) Security | Common Stock, par value $0.0001 | ||
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 | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,260,949 | ||
Entity Common Stock, Shares Outstanding | 151,096,262 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 2485 | ||
Auditor Name | Simon & Edward, LLP | ||
Auditor Location | Rowland Heights, CA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 36,808 | $ 23,192 |
Accounts receivable | 156,585 | 19,833 |
Deposits and other receivables | 11,712 | 25,367 |
Total current assets | 205,105 | 68,392 |
Non-current assets: | ||
Plant and equipment, net | 123,458 | 153,191 |
Right of use assets | 9,046 | 8,052 |
Total non-current assets | 132,504 | 161,243 |
TOTAL ASSETS | 337,609 | 229,635 |
Current liabilities: | ||
Accounts payable | 530,198 | 537,034 |
Accrued liabilities and other payables | 379,872 | 51,618 |
Accrued compensation payable to officers and directors | 413,443 | 366,558 |
Contract liability | 270,795 | 0 |
Amounts due to related parties | 1,157,166 | 4,035,596 |
Convertible promissory note | 99,624 | |
Operating lease liabilities | 9,046 | 5,042 |
Total current liabilities | 2,860,144 | 4,995,848 |
Non-current liabilities | ||
Operating lease liabilities | 0 | 2,971 |
TOTAL LIABILITIES | 2,860,144 | 4,998,819 |
Commitments and contingencies (Note 14) | ||
MEZZANINE EQUITY | ||
Series B Convertible Preferred Stock, 10,000,000 shares authorized, $0.0001 par value, 5,898,256 and 0 issued and outstanding as of December 31, 2022 and 2021 respectively | 5,284,837 | 0 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, 20,000,000 shares authorized, $0.0001 par value: Series A, 1,000,000 authorized, issued and outstanding | 100 | 100 |
Common stock, $0.0001 par value; 10,000,000,000 shares authorized; 152,899,640 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 15,290 | 15,290 |
Common stock to be cancelled | (100) | 0 |
Additional paid-in capital | 2,773,001 | 3,062,662 |
Accumulated other comprehensive loss | (14,021) | (12,530) |
Accumulated losses | (10,578,195) | (7,834,706) |
Total stockholders’ deficit attributable to the Company | (7,803,925) | (4,769,184) |
Non-controlling interest | (3,447) | |
Total stockholders’ deficit | (7,807,372) | (4,769,184) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 337,609 | $ 229,635 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 152,899,640 | 152,899,640 |
Common stock, shares outstanding | 152,899,640 | 152,899,640 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Outstanding | 5,898,256 | 0 |
Preferred Stock, Shares Outstanding | 5,898,256 | 0 |
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Shares Issued | 5,898,256 | 0 |
Preferred Stock, Shares Outstanding | 5,898,256 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 151,977 | $ 62,842 |
Cost of revenue (includes related party expenses, $622,521 and $439,884 in 2022 and 2021) | (927,194) | (588,690) |
Gross loss | (775,217) | (525,848) |
Operating expenses: | ||
Research and development (includes related party expenses, $36,287 and $36,166 in 2022 and 2021) | (36,287) | (36,214) |
General and administrative expenses | (1,691,688) | (4,795,550) |
Total operating expenses | (1,727,975) | (4,831,764) |
Loss from operations | (2,503,192) | (5,357,612) |
Other income (expense): | ||
Changes in fair value of derivative liability | 1,575 | 0 |
Common stock cancellation | 300,000 | 0 |
Loss on settlement with related parties | (471,860) | 0 |
Cybersecurity service income | 18,609 | 0 |
Interest expenses | (2,609) | 0 |
Sundry income, net | 4,548 | 1,025 |
Total other income | (149,737) | 1,025 |
LOSS BEFORE INCOME TAXES | (2,652,929) | (5,356,587) |
Income tax expense | 0 | 0 |
NET LOSS | (2,652,929) | (5,356,587) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (3,812) | 0 |
NET LOSS ATTRIBUTABLE TO THE COMPANY | (2,649,117) | (5,356,587) |
Other comprehensive income: | ||
Foreign currency translation (loss) gain | (1,491) | 63,665 |
COMPREHENSIVE LOSS | $ (2,654,420) | $ (5,292,922) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Related party expenses | $ 927,194 | $ 588,690 |
Research and development, related party expenses | $ 36,287 | $ 36,214 |
Earnings Per Share, Basic | $ (0.02) | $ (0.04) |
Earnings Per Share, Diluted | $ (0.02) | $ (0.04) |
Weighted Average Number of Shares Outstanding, Basic | 152,899,640 | 144,621,183 |
Weighted Average Number of Shares Outstanding, Diluted | 152,899,640 | 144,621,183 |
Related Party Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 622,521 | $ 439,884 |
Research and development, related party expenses | $ 36,287 | $ 36,166 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Stock To Be Cancelled [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 100 | $ 14,040 | $ 0 | $ 9,900 | $ (76,195) | $ (2,478,119) | $ 0 | $ (2,530,274) |
Beginning Balance, shares at Dec. 31, 2020 | 1,000,000 | 140,397,289 | 0 | |||||
Shares issued for consultancy services | $ 1,150 | 2,752,862 | 2,754,012 | |||||
Shares issued for consultancy services, shares | 11,498,973 | |||||||
Shares issued for commitment fee | $ 100 | 299,900 | 300,000 | |||||
Shares issued for commitment fee, shares | 1,003,378 | |||||||
Foreign currency translation adjustment | 63,665 | 63,665 | ||||||
Net loss for the year | (5,356,587) | (5,356,587) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 100 | $ 15,290 | $ 0 | 3,062,662 | (12,530) | (7,834,706) | 0 | (4,769,184) |
Ending Balance, shares at Dec. 31, 2021 | 1,000,000 | 152,899,640 | ||||||
Acquisition of Leet BD | 365 | 365 | ||||||
Disposal of subsidiaries | 10,239 | 10,239 | ||||||
Dividend | (94,372) | (94,372) | ||||||
Cancellation of shares | $ (100) | (299,900) | (300,000) | |||||
Cancellation of shares, shares | 1,003,378 | |||||||
Foreign currency translation adjustment | (1,491) | (1,491) | ||||||
Net loss for the year | (2,649,117) | (3,812) | (2,652,929) | |||||
Ending balance, value at Dec. 31, 2022 | $ 100 | $ 15,290 | $ (100) | $ 2,773,001 | $ (14,021) | $ (10,578,195) | $ (3,447) | $ (7,807,372) |
Ending Balance, shares at Dec. 31, 2022 | 1,000,000 | 152,899,640 | 1,003,378 |
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 loss | $ (2,652,929) | $ (5,356,587) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation on plant and equipment | 31,721 | 23,053 |
Amortization on intangible assets | 0 | 179,703 |
Right of use amortization | 4,817 | 5,067 |
Impairment loss on intangible assets | 0 | 362,815 |
Stock based compensation | 0 | 3,054,012 |
Changes in fair value of derivative liability | (1,575) | 0 |
Amortization of debt discount | 1,200 | 0 |
Non-cash financing cost | 1,409 | 0 |
Common stock cancellation | (300,000) | 0 |
Loss on settlement with related parties | 471,860 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (113,061) | 249 |
Deposits and other receivables | 12,027 | (22,702) |
Accounts payable | 9,139 | 0 |
Accrued liabilities and other payables | 329,020 | (10,698) |
Accrued compensation payable to officers and directors | 66,810 | 84,023 |
Contract liability | 271,187 | 0 |
Operating lease liabilities | (4,779) | (5,162) |
Net cash used in operating activities | (1,873,154) | (1,686,227) |
Cash flows from investing activities: | ||
Capitalization of development costs | 0 | (3,767) |
Cash from acquisition of subsidiary | 8,448 | 0 |
Disposal of cash from subsidiaries | (11,012) | 0 |
Purchase of plant and equipment | (9,376) | (169,004) |
Net cash used in investing activities | (11,940) | (172,771) |
Cash flows from financing activities: | ||
Proceeds from a director | (1,464) | 9,286 |
Proceeds from issuance of convertible note | 100,000 | 0 |
Proceeds from related parties | 1,794,334 | 1,808,125 |
Net cash provided by financing activities | 1,892,870 | 1,817,411 |
Effect of exchange rate on changes in cash | 5,840 | 25,794 |
Net increase/(decrease) in cash | 13,616 | (15,793) |
CASH, BEGINNING OF YEAR | 23,192 | 38,985 |
CASH, END OF YEAR | 36,808 | 23,192 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for tax | 0 | 0 |
Cash paid for interest | 0 | 0 |
Right-of-use assets and lease liabilities | 0 | 10,237 |
Issuance of Series B Convertible Preferred Stock in exchange of balances due to related parties | 4,718,605 | 0 |
Non-cash purchase of intangible assets | $ 0 | $ 539,899 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION Leet Technology Inc. (formerly Blow & Drive Interlock Corporation(“BDIC”)) (“the Company” or “LTES”) was incorporated on July 2, 2013 under the laws of the State of Delaware. The Company currently operates an eSports platform in Malaysia. On October 2, 2020, The Doheny Group, LLC, the former shareholder of the Company, agreed to sell its 110,617,521 shares of common stock of BDIC and 1,000,000 shares of Series A Preferred Stock pursuant to the terms of a Stock Purchase Agreement (the “Agreement”) to Mr. Dai Song. The shares represent approximately 84.83%, which is 130,397,289 shares of the issued and outstanding shares of the Company’s common stock, 100% of issued and outstanding Series A Preferred Stock, and 91.41% of the voting power of all securities of the Company, which resulted in a change in control of BDIC. In addition, under the Agreement, BDIC has agreed to sell its current assets and operations to a private company in exchange for the private company assuming all of its liabilities at closing. As of this date, the Company effectively became a shell Company through the date of the reverse recapitalization with BDIC. On November 18, 2020, the Company executed a Share Exchange Agreement (the “Share Exchange Agreement”) with Leet Technology Limited (“LTL”) and its shareholders. Pursuant to the Share Exchange Agreement, the shareholders of LTL agreed to sell its aggregate of 10,000 ordinary shares representing 100% of the issued and outstanding ordinary shares of LTL. As consideration, the shareholders of LTL were received 10,000,000 shares of the Company’s common stock. Because the Company was a shell company, LTL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, LTL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of LTL, and the Company’s assets, liabilities and results of operations will be consolidated with LTL beginning on the acquisition date. LTL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (LTL). On August 23, 2021, the Company was approved to change its current name to Leet Technology Inc. and the trading symbol of LTES. On February 15, 2022, Leet Entertainment Group Limited transferred all 1,000 ordinary shares of Leet Entertainment Sdn. Bhd to the Company at part of the Company’s plans to restructure and simplify the corporate structure. On April 4, 2022, the Company sold all its 10,000 shares in Leet Technology Limited, with its wholly owned subsidiary Leet Entertainment Group Limited, to Mr. Song, the majority shareholder of the Company, for $10,000 as part of its plans to restructure and simplify the corporate structure. With the completion of this corporate restructure, the Company shall henceforth only have one wholly owned Malaysian subsidiary, Leet Entertainment Sdn Bhd. Prior to the corporate restructure, Leet Entertainment Group Limited, a wholly owned subsidiary of Leet Technology Limited, transferred all its assets, liabilities, and business operations to Leet Entertainment Sdn Bhd with the approval by the board of directors. There were no changes to the main business activities of the Company as a result of these transactions. On December 13, 2021, LEET Inc. was incorporated under the laws of British Virgins Islands (BVI). On July 22, 2022, the Board of Directors of the Company approved and authorized the Company to purchase all of Mr. Song's shares in LEET Inc. for a cash consideration of $1. As of July 26, 2022, LEET Inc. became a wholly owned subsidiary of the Company. On December 1, 2022, the Company acquired Leet Technology (BD) Ltd. as its direct majority-owned subsidiary from Kamal Hamidon Mohamed Ali, the Company’s Chief Financial Officer. Pursuant to the Instrument of Transfer of Shares, a total of 3900 Ordinary Shares of Leet Technology (BD) Ltd. representing 80% of the total issued and outstanding Ordinary Shares was transferred to the Company. Description of subsidiaries Schedule of description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities Particulars of registered/ paid up share capital Effective interest held Leet Technology Limited Labuan, Malaysia Investment holding 10,000 ordinary shares at par value of US$1 100 Leet Entertainment Group Limited Hong Kong Provision of information technology and mobile application development and digital content publishing service 1 ordinary share at par value of HK$1 100 Leet Entertainment Sdn. Bhd. Malaysia Provision of information technology and mobile application development and digital content publishing service 1,000 ordinary shares at par value of MYR1 100 LEET Inc. BVI Investment holding 1 ordinary share at par value of US$1 100 Leet Technology (BD) Ltd. Bangladesh Provision of information technology and mobile application development and digital content publishing service 1 ordinary share at par value of Taka 100 80 * were disposed on April 4, 2022. The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
LIQUIDITY AND GOING CONCERN UNC
LIQUIDITY AND GOING CONCERN UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN UNCERTAINTIES | 2. LIQUIDITY AND GOING CONCERN UNCERTAINTIES The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these consolidated financial statements. As of December 31, 2022, the Company had $ 36,808 2,655,039 10,578,195 2,652,929 The continuation of the Company as a going concern through December 31, 2022 is dependent upon the continued financial support from its stockholders and related parties. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations for one year from the date of the filing of the consolidated financial statements. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements during the years reported. Actual results may differ from these estimates. Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries in conformity with US GAAP. All inter-company balances and transactions within the Company have been eliminated upon consolidation. Cash Cash represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Accounts receivable Accounts receivable are recorded in accordance with Accounting Standards Codification (“ASC”) 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of each quarter, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2022 and 2021, there were no Plant and equipment Plant and equipment are stated at historical cost less accumulated depreciation. Leasehold improvements are amortized over the lessor of the based term of the lease or 5 years of the leasehold improvement. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Schedule of useful lives of plant and equipment Estimated useful lives Computer and equipment 5 Furniture and fixtures 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Research and development costs Research and development costs are expensed as incurred and consist of development work associated with our existing technology, customer solutions and processes. Our research and development expenses relate primarily to payroll costs for personnel, costs associated with various projects, including testing, development and other related expenses. Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, intan, and right of use (“ROU”) assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. Contract liability Billing practices for the Company’s contracts are governed by the contract terms of each project. Billings do not necessarily correlate with revenues recognized. The Company records contract liabilities to account for these differences in timing. The contract liability, represents the Company’s obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company is obligated to perform under the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Revenue recognition The revenue of the Company is currently generated from the provision of white label solutions and esports event management and team services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”) when control of a product or service is transferred to a customer. Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. White Label Solutions Revenue The Company derives revenue from the provision of white label solutions. The Company offers white label, contracted licensed, solutions primarily to their information & communications technology (“ICT”) partners. The Company engages its ICT partners to utilize its Matchroom.net Platform. For customers who have their own platforms and apps being used, the Company will customize the design of Matchroom.net to meet the customer’s need and integrate, a customized solution into the customer’s system. The Matchroom.net platform and software solution is customizable to the specific needs of each customer and can be integrated across multiple platforms. On average it will take the Company three months to complete the customization of the platform for a customers use. The Company’s typical arrangement involves customizing the Matchroom.net platform solution, which requires technical programming support to build out the platform to its customers specifications. As a result, in analyzing the performance obligations being provided to the customer the Company considers the software license and customization services as a single performance obligation as required by ASC 606. In carrying out the services under these arrangements, the Company is often provided with upfront payment which is deferred and recognized into revenue over the duration of the contract. Additionally, the Company recognizes ticket when the performance obligation has been satisfied. Esports Tournament Management and Team Services Revenue The Company derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide the service of managing and hosting a tournament of the customer’s choice. The Company provides the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. The hosting and management of these tournaments on behalf of the customer is deemed to be one performance obligation and is met over the period of performance (couple of days) in which the tournament is held. The amount to be recognized as revenue equals the predetermined event management fee as per the agreement in place between the Company and the customer. The Company fulfils its performance obligation through the execution and completion of hosting the tournament, over the period of performance that being the multi-day tournament. The amount per the contract is based on the needs of the customer and the required level of manpower or skills needed for the relevant tournament. Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration. Upon completion of the tournament a work completion report will be generated and communicated to the customer. Revenue will be recording pro rata during the duration of the tournament. The Company invoices its promotional partners based on the contracted services within the agreement. Disaggregation of Revenue The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams by segments, with the presentation revenue categories presented on the statements of operation for the years indicated: Schedule of disaggregated revenue Years ended December 31, 2022 2021 White label solutions $ 108,290 $ 15,418 Esport tournament management and team services 8,652 42,872 Matchroom Mini-app solutions 35,035 4,552 $ 151,977 $ 62,842 Stock based compensation The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to non-employees to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital. Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the year ended December 31, 2022, the Company incurred $ 20,000 no no The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities. Foreign currency translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. The functional currencies of the Company’s operating subsidiaries are their local currencies (Hong Kong Dollars (“HKD”) Bangladeshi Taka (“TAKA”) and Malaysian Ringgit (“MYR”)). TAKA-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date ( 103.0715 103.0715 0.12866 0.12825 0.22692 0.24145 0.22724 0.23989 Comprehensive income ASC 220, “ Comprehensive Income Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided. Leases The Company accounts for leases in accordance with Topic 842, “Leases” (“ASC 842”) and determines if an arrangement is a lease at inception. Operating leases are included in operating ROU assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Net loss per share The Company calculates net income or loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share when their inclusion would have an anti-dilutive effect due to the continuing net losses. The following anti-dilutive equity and debt securities were excluded from the computation of net loss per share. Schedule of anti-dilutive equity and debt securities As of December 31, 2022 2021 (Shares) (Shares) Convertible shares 58,982,560 – Warrants – 910,410 Contingencies The Company follows the ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that any matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Fair value of financial instruments The Carrying amounts for cash, accounts receivable, deposits receivable, accounts payable, accrued liabilities, and other payables approximate their fair value because of their short-term maturity. The Company determined that the carrying amount of accrued compensation payable to officers and directors and amounts due to related parties approximates fair value as these amounts are indicative of the amounts the company would expect to settle in current market exchange. Stock based compensation The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to non-employees to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital. Series B Convertible Preferred Stock The Company accounts for the Series B Convertible Preferred Stock in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Preferred stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally preferred stock (including preferred stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Recent accounting pronouncements Accounting Standards Issued, Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting Accounting Standards Issued, Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT | 4. PLANT AND EQUIPMENT Plant and equipment consisted of the following: Schedule of plant and equipment As of December 31, 2022 2021 Computer and equipment $ 139,407 $ 169,367 Furniture and fixtures 8,455 5,558 Leasehold improvements 21,348 17,721 169,210 192,646 Less: accumulated depreciation (45,752 ) (39,455 ) $ 123,458 $ 153,191 Depreciation expense for the years ended December 31, 2022 and 2021 were $ 31,721 23,053 During the year ended December 31, 2022 and 2021 the Company purchased computers and equipment of approximately $ 0 145,883 |
LEASE LIABILITY
LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Lease Liability | |
LEASE LIABILITY | 5. LEASE LIABILITY The Company entered into an operating lease for office premises. The lease term is fixed for 2 1.75 The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The consolidated balance sheet allocation of assets and liabilities related to operating lease is as follows: Schedule of lease allocation of assets and liabilities Consolidated Balance As of December 31, Sheets Caption 2022 2021 Assets Operating lease right-of-use assets $ 9,046 $ 8,052 Liabilities: Current Operating lease liability – current $ 9,046 $ 5,042 Non-current Operating lease liability – non-current – 2,971 Total lease liabilities $ 9,046 $ 8,013 For the years ended December 31, 2022 and 2021, the Company recorded lease expenses of $ 12,408 2,173 The future minimum operating lease commitments for operating leases having initial or non-cancelable terms in excess of one year are as follows: Schedule of lease obligations Year Ended December 31, 2023 $ 9,046 Total minimum lease payments 9,099 Less: interest (53 ) Total present value of lease liabilities $ 9,046 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | 6. STOCK BASED COMPENSATION During the year ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense of $ 0 3,054,012 Stock Incentive Plan On July 29, 2021, the Company adopted a 2021 Stock Incentive Plan (the “Plan”) to provide employees and consultants of the Company with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Company. The maximum number of shares which may be granted under the Plan shall be 5,000,000 shares in the aggregate of common stock of the Company. On July 29, 2021, the Company issued 3,095,000 680,900 On September 3, 2021, the Company issued an aggregate of 7,000,000 shares of Common Stock pursuant to the terms of the 2021 Employee Stock Incentive Plan to its consultants. Management recognized that the issuance was incorrect as it exceeded its mandate with the prior Form S-8 registration statement with respect to the allowance of shares registered. To rectify the above, the Board of Directors approved the 2022 Stock Incentive Plan for Employees and Consultants and filed Form S-8 on June 30, 2022, to register 7,000,000 shares of Common Stock. On June 30, 2022, the Company issued 7,000,000 1,680,000 Restricted Stock Awards On August 23, 2021, the Company issued 1,403,973 393,112 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 7. STOCKHOLDERS’ DEFICIT Preferred Stock The Company’s articles of incorporation authorize the Company to issue up to 20,000,000 0.0001 Series A Preferred Stock The Company has been authorized to issue 1,000,000 shares of Series A Preferred Stock. The Series A shares have the following preferences: no dividend rights; no liquidation preference over the Company’s common stock; no conversion rights; no redemption rights; no call rights by the Company; each share of Series A Preferred stock will have one hundred (100) votes on all matters validly brought to the Company’s common stockholders. As of December 31, 2022 and 2021, the total number of Series A preferred shares issued and outstanding was 1,000,000 Series B Convertible Preferred Stock The Company has authorized 10,000,000 As of December 31, 2022 and 2021, the total number of Series B preferred shares issued and outstanding was 5,898,256 nil Common Stock The Company has authorized 10,000,000,000 0.0001 Pursuant to the Share Exchange Agreement executed on November 18, 2020, the Company issued 10,000,000 shares of its common stock to the Shareholders of LTL in exchange for 10,000 shares of all of the outstanding ordinary shares of LTL to consummate the reverse acquisition with LTL. On September 3, 2021, the Company issued an aggregate of 7,000,000 shares of Common Stock pursuant to the terms of the 2021 Employee Stock Incentive Plan to its consultants. On June 30, 2022 Management recognized that the issuance was incorrect as it exceeded its mandate with the prior Form S-8 registration statement with respect to the allowance of shares registered. To rectify the above, the Board of Directors approved the 2022 Stock Incentive Plan for Employees and Consultants and filed Form S-8 on June 30, 2022, to register 7,000,000 shares of Common Stock. On June 30, 2022, the Company issued 7,000,000 On October 6, 2021, the Company issued 1,003,378 shares of restricted common stock to Lincoln Park Capital Fund, LLC as commitment fee pursuant to the Purchase Agreement dated on the same date. On November 3, 2022, the Company and Lincoln Park mutually agreed, in writing, to terminate the Agreements. On November 3, 2022, the Company and Lincoln Park mutually agreed, in writing, to terminate the Agreements. On February 13. 2023, the aggregate of 1,003,378 shares of restricted common stock was returned for cancellation. As of December 31, 2022 and 2021, the Company had a total of 152,899,640 152,899,640 |
MEZZANINE EQUITY
MEZZANINE EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Mezzanine Equity | |
MEZZANINE EQUITY | 8. MEZZANINE EQUITY On September 30, 2022, the Company issued to Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc., the Company’s related parties (collectively as the “Related Parties”), an aggregate of 5,898,256 Schedule of Mezzanine Equity Preferred Stock – Series B – As of December 31, 2021 $ – Issuance of Series B Convertible Preferred Stock on September 30, 2022 5,190,465 Dividends of Series B Convertible Preferred Stock as of December 31, 2022 94,372 Preferred Stock – Series B – As of December 31, 2022 $ 5,284,837 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | 9. WARRANTS The Company issued common stock warrants in individual sales and in connection with common stock purchase agreements. The warrants have expiration dates ranging from three to four years from the date of grant and exercise prices ranging from $ 0.10 1.00 A summary of warrant activity for the periods presented is as follows Schedule of warrant activity Weighted average Warrants for common shares Exercise price Remaining Outstanding as of December 31, 2020 4,080,160 $ 0.71 0.79 Forfeited, canceled, expired (3,169,750 ) 0.08 ( 0.46 ) Outstanding as of December 31, 2021 910,410 0.79 0.33 Forfeited, canceled, expired (910,410 ) (0.79 ) ( 0.33 ) Outstanding as of December 31, 2022 – $ – – There were no warrants exercisable at December 31, 2022. The intrinsic value of the warrants exercisable for the years ended December 31, 2022 and 2021 was $ 0 0 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 10. LOSS PER SHARE Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per share” The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2022 and 2021: Schedule of loss per share basic and diluted Year ended December 31, 2022 2021 Net loss for the year attribute to the Company $ (2,649,117 ) $ (5,356,587 ) Weighted average number of common shares outstanding, basic and diluted 152,899,640 144,621,183 Basic and diluted loss per common share: $ (0.02 ) $ (0.04 ) |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 11. INCOME TAX The components of loss before income taxes consist of the following: Schedule of loss before income tax Years ended December 31, 2022 2021 U.S. $ (976,797 ) $ (3,434,801 ) Foreign (1,676,132 ) (1,921,786 ) Loss before income taxes $ (2,652,929 ) $ (5,356,587 ) The tax benefits associated with losses generated by the Company and its subsidiaries have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized. At December 31, 2022 and 2021, the Company has U.S. federal operating loss carryforwards of approximately $ 8,200,000 7,200,000 5,600,000 2,600,000 At December 31, 2021, the Company’s subsidiary operating in Hong Kong has net operating loss carryforwards of $ 698,685 At December 31, 2022 and 2021, the Company’s subsidiary operating in Malaysia has net operating loss of $ 1,576,586 2,525,831 At December 31, 2022, the Company’s subsidiary operating in Bangladesh has net operating loss carryforwards of $ 21,962 The Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates. Under applicable U.S. federal statutes, tax years ended December 31, 2018 through December 31, 2022 remain subject to examination. Under applicable state statutes, state corporate tax returns filed for the Company for years ended December 31, 2017 through December 31, 2022 remain subject to examination. Malaysia corporate tax returns remain subject to examination for tax years ended December 31, 2018 through December 31, 2022. The Company follows the provision of ASC 740 which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. The Company did not have any unrecognized tax positions or benefits as of December 31, 2022 and 2021. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We do not expect any material changes in our unrecognized tax benefits over the next 12 months. The Company’s ability to utilize U.S. net operating loss carryforwards to offset future taxable income may be deferred or limited significantly if the Company were to experience an “ownership change” as defined in section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law. In general, an ownership change occurs when the ownership of the Company’s stock by 5 percent or more shareholders “5-percent shareholders” exceeds 50 percentage points within a three-year period. We have not conducted a Section 382 study to determine whether the use of our U.S. net operating losses is limited. We may have experienced ownership changes in the past, and we may experience ownership changes in the future, some of which are outside our control. This could limit the amount of net operating losses that we can utilize annually to offset future taxable income or tax liabilities. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS Related party balances consisted of the following: Schedule of related party balances As of December 31, 2022 2021 Due to Porta Capital Limited (“Porta Capital”) $ 76,949 $ 2,063,876 Due to Bru Haas (B) Sdn Bhd (“Bru Haas (B)”) 561,947 1,675,573 Due to Bru Haas Sdn Bhd (“Bru Haas”) 33,588 168,649 Due to Clicque Technology Snd Bhd (“Clicque”) 79,389 90,272 Due to Tila Network Limited (“Tila Network”) – 19,478 Due to Porta Network Inc. (“Porta Network”) – 5,734 Due from Mr. Kamal Hamidon (850 ) – Due from Mr. Song Dai (“Mr. Song”) (8,671 ) 12,014 Due to Leet Entertainment Group Limited (“Leet HK”) 414,814 – $ 1,157,166 $ 4,035,596 Mr. Song is the director and major shareholder of the Company, and he is also the major shareholder of Porta Capital, Bru Haas (B), Bru Haas, Tila Network, and Porta Network. Amount due to these related companies are those trade and nontrade payables arising from transactions between the Company and the related companies, such as advances made by the related companies on behalf of the Company, and advances made by the Company on behalf of the related companies. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment. The advances to Mr. Song is mainly for working capital purpose. The advances are unsecured, non-interest bearing and have no fixed terms of repayment. On September 30, 2022, the Company issued to Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc., the Company’s related parties (collectively as the “Related Parties”), an aggregate of 5,898,256 In the ordinary course of business, during the years ended December 31, 2022 and 2021, the Company involved with certain transactions, either at cost or current market prices and on the normal commercial terms among related parties. The following table provides the transactions with these parties for the years as presented (for the portion of such period that they were considered related): Schedule of related party transactions Years ended December 31, Nature of transactions with related parties 2022 2021 Online sales income from Bru Haas $ – $ 1,178 Research and development consulting fee to related parties: - Porta Capital (a) $ 36,287 $ 36,166 Consultancy fee to related parties - Clicque (b) $ 149,982 $ – Rent expense of Matchroom platform server to related parties: - Porta Capital (c) $ 113,573 $ 109,306 - Bru Haas (B) (d) 241,998 120,000 Total $ 355,571 $ 229,306 Network Bandwidth expense to Bru Haas (B) (e) $ 215,238 $ 210,578 Whitelabel project-smart project cost to Bru Haas (B) $ 51,695 $ – Director fee - Elain Binti Lockman $ 4,474 $ [*] - Ganesha 13,635 [*] - Kamal Hamidon 49,085 [*] - Ding Jung Long 81,437 [*] Total $ 148,631 $ [*] Both platform server rent expense and network bandwidth expense are recorded in the cost of revenue. (a) The Company entered a consultancy service agreement with Porta Capital for a fixed period of 56 months commenced from May 1, 2017. The consultancy service fee is $3,000 per month and the agreement was renewed for another fixed period of 21 months from April 1 2022 with $3,000 per month. (b) The Company entered two separate consultancy service agreements with Clicque for a fixed period of 36 months each commenced from June 1, 2021 and December 1, 2021. The consultancy service fees are RM 40,000 (equivalent to approximately $9,700) per month and RM 15,000 (equivalent to approximately $3,600) per month, respectively. (c) The Company entered a platform server rental agreement with Porta Capital for a fixed period of 60 months commenced from November 1 2017. The rent is $6,500 per month and the agreement was renewed for another fixed period of 60 months from March 1, 2021 with$9,500 per month. (d) The Company entered a platform server rental agreement with Bru Haas (B) for a fixed period of 60 months commenced from July 1, 2021. The rent is $20,000 per month. The Company entered a security operations center service agreement with Bru Haas (B) for a fixed period of 12 months commenced from February 17, 2022. The rent is $4,705 per month. (e) The Company entered a network bandwidth rental agreement with Bru Haas (B) for a fixed period of 12 months commenced from January 1, 2022. The rent is $18,000 per month. During the year ended December 31, 2021, the Company utilized space on a rent-free basis in the office located at Unite 805, 8 th |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | 13. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended December 31, 2022 and 2021, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows: Schedule of concentrations of risk Year ended December 31, 2022 December 31, 2022 Customers Revenues Percentage Accounts Customer A $ 69,259 46 $ 66,000 Customer B 16,546 11 3,638 Total: $ 85,805 57 Total: $ 69,638 Year ended December 31, 2021 December 31, 2021 Customers Revenues Percentage Accounts Customer A $ 19,708 31 $ 19,735 Customer B 15,418 25 98 Total: $ 35,126 56 Total: $ 19,833 (b) Economic and political risk The Company’s major operations are conducted in Hong Kong and Malaysia. Accordingly, the political, economic, and legal environments in Hong Kong and Malaysia, as well as the general state of Hong Kong and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD, TAKA and MYR converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (d) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash with various financial institutions in Hong Kong and Malaysia. Cash are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Hong Kong Deposit Protection Board and Perbadanan Insurans Deposit Malaysia (“PIDM”) pays compensation up to a limit of HK$500,000 and RM250,000, respectively if the bank with which an individual/a company hold its eligible deposit fails. At December 31, 2022 and 2021, the Company did not have deposit funds that exceeded the insured limits in Hong Kong and Malaysia. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES The Company from time to time may be involved in legal proceedings and disputes arising in the normal course of business. The Company believes that there are no material claims or actions pending or threatened against the Company. On April 28, 2021, the Company entered into a financial advisory agreement, (“the agreement”) with Maxim Group, LLC (“Maxim”), a leading full-service investment banking, securities and wealth management firm, pursuant to which Maxim will provide certain advisory services including strategic corporate planning, capitalization, and marketing. Additionally, Maxim, will advise the Company with respect to its objective to list on a national securities exchange. As consideration for Maxim’s services pursuant to the agreement, the Company agreed to issue restricted shares of the Company’s common stock to Maxim equal to 2% of the outstanding shares of the Company’s Common Stock. As mentioned in Note 6, the Company issued 1,403,973 On November 4, 2022 (the “Issue Date”), Leet Technology Inc. (the “Company”) entered into a Securities Purchase Agreement dated as of November 4, 2022 (the “SPA”), by and between the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”). Pursuant to the SPA, among other things, the Company agreed to issue to the Investor a convertible note in the principal amount of $ 113,300 10,300 2,000 1,000 8 November 4, 2024 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 4, 2023, the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 11, 2023, the Company completed its merger (the “Merger) with Leet Inc. a company incorporated under the laws of the BVI (“LEET BVI”), with LEET BVI continuing as the surviving company. The Merger was completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated January 5, 2023, by and between LEET BVI and the Company. The Merger Agreement contains customary representations and warranties by each of LEET BVI and the Company. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of LEET BVI’s and the Company’s businesses during the period prior to the closing of the Merger. Pursuant to the Merger Agreement, LEET BVI and the Company caused the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware on January 11, 2023. The Merger became effective on January 11, 2023 (the “Effective Time”), as agreed to by the parties and specified in the Certificate of Merger. Pursuant to the Merger, each issued and outstanding share of the Company common stock/ preferred stock shall be transferred to Leet BVI and converted into one new ordinary share (“Ordinary Share”) or preferred share (“Preferred Share”) of LEET BVI, as the case may be. As a result, LEET BVI shall issue an aggregate of approximately 152,899,640 Ordinary Shares and 6,898,256 Preferred Shares to former the Company shareholders. The LEET BVI Ordinary Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, LEET BVI shall have approximately 152,899,640 Ordinary Shares outstanding and 6,898,256 Preferred Shares outstanding. On April 19, 2023, the Company paid off its convertible promissory note with 1800 Diagonal Lending dated November 4, 2022, of $134,921.36 together with all interest thereon. On June 15, 2023, the Company and Long Ding Jung, the previous Chief Executive Officer, mutually agreed that Mr Long would return for cancellation an aggregate of 800,000 shares of Common Stock which were issued to Mr Long on November 20, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of estimates and assumptions | Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements during the years reported. Actual results may differ from these estimates. |
Basis of consolidation | Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries in conformity with US GAAP. All inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Cash | Cash Cash represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Accounts receivable | Accounts receivable Accounts receivable are recorded in accordance with Accounting Standards Codification (“ASC”) 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of each quarter, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2022 and 2021, there were no |
Plant and equipment | Plant and equipment Plant and equipment are stated at historical cost less accumulated depreciation. Leasehold improvements are amortized over the lessor of the based term of the lease or 5 years of the leasehold improvement. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Schedule of useful lives of plant and equipment Estimated useful lives Computer and equipment 5 Furniture and fixtures 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Research and development costs | Research and development costs Research and development costs are expensed as incurred and consist of development work associated with our existing technology, customer solutions and processes. Our research and development expenses relate primarily to payroll costs for personnel, costs associated with various projects, including testing, development and other related expenses. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, intan, and right of use (“ROU”) assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. |
Contract liability | Contract liability Billing practices for the Company’s contracts are governed by the contract terms of each project. Billings do not necessarily correlate with revenues recognized. The Company records contract liabilities to account for these differences in timing. The contract liability, represents the Company’s obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company is obligated to perform under the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. |
Revenue recognition | Revenue recognition The revenue of the Company is currently generated from the provision of white label solutions and esports event management and team services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”) when control of a product or service is transferred to a customer. Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. White Label Solutions Revenue The Company derives revenue from the provision of white label solutions. The Company offers white label, contracted licensed, solutions primarily to their information & communications technology (“ICT”) partners. The Company engages its ICT partners to utilize its Matchroom.net Platform. For customers who have their own platforms and apps being used, the Company will customize the design of Matchroom.net to meet the customer’s need and integrate, a customized solution into the customer’s system. The Matchroom.net platform and software solution is customizable to the specific needs of each customer and can be integrated across multiple platforms. On average it will take the Company three months to complete the customization of the platform for a customers use. The Company’s typical arrangement involves customizing the Matchroom.net platform solution, which requires technical programming support to build out the platform to its customers specifications. As a result, in analyzing the performance obligations being provided to the customer the Company considers the software license and customization services as a single performance obligation as required by ASC 606. In carrying out the services under these arrangements, the Company is often provided with upfront payment which is deferred and recognized into revenue over the duration of the contract. Additionally, the Company recognizes ticket when the performance obligation has been satisfied. Esports Tournament Management and Team Services Revenue The Company derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide the service of managing and hosting a tournament of the customer’s choice. The Company provides the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. The hosting and management of these tournaments on behalf of the customer is deemed to be one performance obligation and is met over the period of performance (couple of days) in which the tournament is held. The amount to be recognized as revenue equals the predetermined event management fee as per the agreement in place between the Company and the customer. The Company fulfils its performance obligation through the execution and completion of hosting the tournament, over the period of performance that being the multi-day tournament. The amount per the contract is based on the needs of the customer and the required level of manpower or skills needed for the relevant tournament. Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration. Upon completion of the tournament a work completion report will be generated and communicated to the customer. Revenue will be recording pro rata during the duration of the tournament. The Company invoices its promotional partners based on the contracted services within the agreement. |
Disaggregation of Revenue | Disaggregation of Revenue The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams by segments, with the presentation revenue categories presented on the statements of operation for the years indicated: Schedule of disaggregated revenue Years ended December 31, 2022 2021 White label solutions $ 108,290 $ 15,418 Esport tournament management and team services 8,652 42,872 Matchroom Mini-app solutions 35,035 4,552 $ 151,977 $ 62,842 |
Stock based compensation | Stock based compensation The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to non-employees to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital. |
Income taxes | Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the year ended December 31, 2022, the Company incurred $ 20,000 no no The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities. |
Foreign currency translation | Foreign currency translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. The functional currencies of the Company’s operating subsidiaries are their local currencies (Hong Kong Dollars (“HKD”) Bangladeshi Taka (“TAKA”) and Malaysian Ringgit (“MYR”)). TAKA-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date ( 103.0715 103.0715 0.12866 0.12825 0.22692 0.24145 0.22724 0.23989 |
Comprehensive income | Comprehensive income ASC 220, “ Comprehensive Income |
Retirement plan costs | Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided. |
Leases | Leases The Company accounts for leases in accordance with Topic 842, “Leases” (“ASC 842”) and determines if an arrangement is a lease at inception. Operating leases are included in operating ROU assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. |
Net loss per share | Net loss per share The Company calculates net income or loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share when their inclusion would have an anti-dilutive effect due to the continuing net losses. The following anti-dilutive equity and debt securities were excluded from the computation of net loss per share. Schedule of anti-dilutive equity and debt securities As of December 31, 2022 2021 (Shares) (Shares) Convertible shares 58,982,560 – Warrants – 910,410 |
Contingencies | Contingencies The Company follows the ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that any matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair value of financial instruments | Fair value of financial instruments The Carrying amounts for cash, accounts receivable, deposits receivable, accounts payable, accrued liabilities, and other payables approximate their fair value because of their short-term maturity. The Company determined that the carrying amount of accrued compensation payable to officers and directors and amounts due to related parties approximates fair value as these amounts are indicative of the amounts the company would expect to settle in current market exchange. |
Stock based compensation | Stock based compensation The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to non-employees to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital. |
Series B Convertible Preferred Stock | Series B Convertible Preferred Stock The Company accounts for the Series B Convertible Preferred Stock in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Preferred stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally preferred stock (including preferred stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. |
Recent accounting pronouncements | Recent accounting pronouncements Accounting Standards Issued, Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting Accounting Standards Issued, Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of description of subsidiaries | Schedule of description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities Particulars of registered/ paid up share capital Effective interest held Leet Technology Limited Labuan, Malaysia Investment holding 10,000 ordinary shares at par value of US$1 100 Leet Entertainment Group Limited Hong Kong Provision of information technology and mobile application development and digital content publishing service 1 ordinary share at par value of HK$1 100 Leet Entertainment Sdn. Bhd. Malaysia Provision of information technology and mobile application development and digital content publishing service 1,000 ordinary shares at par value of MYR1 100 LEET Inc. BVI Investment holding 1 ordinary share at par value of US$1 100 Leet Technology (BD) Ltd. Bangladesh Provision of information technology and mobile application development and digital content publishing service 1 ordinary share at par value of Taka 100 80 * were disposed on April 4, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of useful lives of plant and equipment | Schedule of useful lives of plant and equipment Estimated useful lives Computer and equipment 5 Furniture and fixtures 5 |
Schedule of disaggregated revenue | Schedule of disaggregated revenue Years ended December 31, 2022 2021 White label solutions $ 108,290 $ 15,418 Esport tournament management and team services 8,652 42,872 Matchroom Mini-app solutions 35,035 4,552 $ 151,977 $ 62,842 |
Schedule of anti-dilutive equity and debt securities | Schedule of anti-dilutive equity and debt securities As of December 31, 2022 2021 (Shares) (Shares) Convertible shares 58,982,560 – Warrants – 910,410 |
PLANT AND EQUIPMENT (Tables)
PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant and equipment | Schedule of plant and equipment As of December 31, 2022 2021 Computer and equipment $ 139,407 $ 169,367 Furniture and fixtures 8,455 5,558 Leasehold improvements 21,348 17,721 169,210 192,646 Less: accumulated depreciation (45,752 ) (39,455 ) $ 123,458 $ 153,191 |
LEASE LIABILITY (Tables)
LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease Liability | |
Schedule of lease allocation of assets and liabilities | Schedule of lease allocation of assets and liabilities Consolidated Balance As of December 31, Sheets Caption 2022 2021 Assets Operating lease right-of-use assets $ 9,046 $ 8,052 Liabilities: Current Operating lease liability – current $ 9,046 $ 5,042 Non-current Operating lease liability – non-current – 2,971 Total lease liabilities $ 9,046 $ 8,013 |
Schedule of lease obligations | Schedule of lease obligations Year Ended December 31, 2023 $ 9,046 Total minimum lease payments 9,099 Less: interest (53 ) Total present value of lease liabilities $ 9,046 |
MEZZANINE EQUITY (Tables)
MEZZANINE EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Mezzanine Equity | |
Schedule of Mezzanine Equity | Schedule of Mezzanine Equity Preferred Stock – Series B – As of December 31, 2021 $ – Issuance of Series B Convertible Preferred Stock on September 30, 2022 5,190,465 Dividends of Series B Convertible Preferred Stock as of December 31, 2022 94,372 Preferred Stock – Series B – As of December 31, 2022 $ 5,284,837 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Schedule of warrant activity | Schedule of warrant activity Weighted average Warrants for common shares Exercise price Remaining Outstanding as of December 31, 2020 4,080,160 $ 0.71 0.79 Forfeited, canceled, expired (3,169,750 ) 0.08 ( 0.46 ) Outstanding as of December 31, 2021 910,410 0.79 0.33 Forfeited, canceled, expired (910,410 ) (0.79 ) ( 0.33 ) Outstanding as of December 31, 2022 – $ – – |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share basic and diluted | Schedule of loss per share basic and diluted Year ended December 31, 2022 2021 Net loss for the year attribute to the Company $ (2,649,117 ) $ (5,356,587 ) Weighted average number of common shares outstanding, basic and diluted 152,899,640 144,621,183 Basic and diluted loss per common share: $ (0.02 ) $ (0.04 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income tax | Schedule of loss before income tax Years ended December 31, 2022 2021 U.S. $ (976,797 ) $ (3,434,801 ) Foreign (1,676,132 ) (1,921,786 ) Loss before income taxes $ (2,652,929 ) $ (5,356,587 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances | Schedule of related party balances As of December 31, 2022 2021 Due to Porta Capital Limited (“Porta Capital”) $ 76,949 $ 2,063,876 Due to Bru Haas (B) Sdn Bhd (“Bru Haas (B)”) 561,947 1,675,573 Due to Bru Haas Sdn Bhd (“Bru Haas”) 33,588 168,649 Due to Clicque Technology Snd Bhd (“Clicque”) 79,389 90,272 Due to Tila Network Limited (“Tila Network”) – 19,478 Due to Porta Network Inc. (“Porta Network”) – 5,734 Due from Mr. Kamal Hamidon (850 ) – Due from Mr. Song Dai (“Mr. Song”) (8,671 ) 12,014 Due to Leet Entertainment Group Limited (“Leet HK”) 414,814 – $ 1,157,166 $ 4,035,596 |
Schedule of related party transactions | Schedule of related party transactions Years ended December 31, Nature of transactions with related parties 2022 2021 Online sales income from Bru Haas $ – $ 1,178 Research and development consulting fee to related parties: - Porta Capital (a) $ 36,287 $ 36,166 Consultancy fee to related parties - Clicque (b) $ 149,982 $ – Rent expense of Matchroom platform server to related parties: - Porta Capital (c) $ 113,573 $ 109,306 - Bru Haas (B) (d) 241,998 120,000 Total $ 355,571 $ 229,306 Network Bandwidth expense to Bru Haas (B) (e) $ 215,238 $ 210,578 Whitelabel project-smart project cost to Bru Haas (B) $ 51,695 $ – Director fee - Elain Binti Lockman $ 4,474 $ [*] - Ganesha 13,635 [*] - Kamal Hamidon 49,085 [*] - Ding Jung Long 81,437 [*] Total $ 148,631 $ [*] |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentrations of risk | Schedule of concentrations of risk Year ended December 31, 2022 December 31, 2022 Customers Revenues Percentage Accounts Customer A $ 69,259 46 $ 66,000 Customer B 16,546 11 3,638 Total: $ 85,805 57 Total: $ 69,638 Year ended December 31, 2021 December 31, 2021 Customers Revenues Percentage Accounts Customer A $ 19,708 31 $ 19,735 Customer B 15,418 25 98 Total: $ 35,126 56 Total: $ 19,833 |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 12 Months Ended | |
Dec. 31, 2022 | ||
Leet Technology Limited [Member] | ||
Name of subsidiaries | Leet Technology Limited | [1] |
Place of incorporation and kind of legal entity | Labuan, Malaysia | |
Principal activities | Investment holding | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares at par value of US$1 | |
Effective interest held | 100% | |
Leet Entertainment Group Limited [Member] | ||
Name of subsidiaries | Leet Entertainment Group Limited | [1] |
Place of incorporation and kind of legal entity | Hong Kong | |
Principal activities | Provision of information technology and mobile application development and digital content publishing service | |
Particulars of registered/ paid up share capital | 1 ordinary share at par value of HK$1 | |
Effective interest held | 100% | |
Leet Entertainment Sdn Bhd [Member] | ||
Name of subsidiaries | Leet Entertainment Sdn. Bhd. | |
Place of incorporation and kind of legal entity | Malaysia | |
Principal activities | Provision of information technology and mobile application development and digital content publishing service | |
Particulars of registered/ paid up share capital | 1,000 ordinary shares at par value of MYR1 | |
Effective interest held | 100% | |
L E E T Inc [Member] | ||
Name of subsidiaries | LEET Inc. | |
Place of incorporation and kind of legal entity | BVI | |
Principal activities | Investment holding | |
Particulars of registered/ paid up share capital | 1 ordinary share at par value of US$1 | |
Effective interest held | 100% | |
Leet Technology B D Ltd [Member] | ||
Name of subsidiaries | Leet Technology (BD) Ltd. | |
Place of incorporation and kind of legal entity | Bangladesh | |
Principal activities | Provision of information technology and mobile application development and digital content publishing service | |
Particulars of registered/ paid up share capital | 1 ordinary share at par value of Taka 100 | |
Effective interest held | 80% | |
[1]were disposed on April 4, 2022. |
LIQUIDITY AND GOING CONCERN U_2
LIQUIDITY AND GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 36,808 | $ 23,192 |
Working capital deficit | 2,655,039 | |
Accumulated deficit | 10,578,195 | 7,834,706 |
Net loss | $ 2,652,929 | $ 5,356,587 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Schedule of Plant and Equipment Useful Lives) | 12 Months Ended |
Dec. 31, 2022 | |
Computer And Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Plant and equipment, useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Plant and equipment, useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Schedule of Exchange Rates) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Revenue | $ 151,977 | $ 62,842 |
White Label Solutions [Member] | ||
Product Information [Line Items] | ||
Revenue | 108,290 | 15,418 |
Esport Tournament Management And Team Services [Member] | ||
Product Information [Line Items] | ||
Revenue | 8,652 | 42,872 |
Matchroom Miniapp Solutions [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 35,035 | $ 4,552 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Net loss per common share) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants | 58,982,560 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants | 0 | 910,410 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ 0 |
Tax penalties | 20,000 | 0 |
Uncertain tax positions | $ 0 | $ 0 |
Bangladesh, Taka | ||
Foreign Currency Exchange Rate, Translation | 103.0715 | |
Foreign currency translation rate, duration | 103.0715 | |
Hong Kong, Dollars | ||
Foreign Currency Exchange Rate, Translation | 0.12866 | |
Foreign currency translation rate, duration | 0.12825 | |
Malaysia, Ringgits | ||
Foreign Currency Exchange Rate, Translation | 0.22692 | 0.24145 |
Foreign currency translation rate, duration | 0.22724 | 0.23989 |
PLANT AND EQUIPMENT (Details -
PLANT AND EQUIPMENT (Details - Schedule of Plant and Equipment) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | $ 169,210 | $ 192,646 |
Less: accumulated depreciation | (45,752) | (39,455) |
Plant and equipment, net | 123,458 | 153,191 |
Computer And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 139,407 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 169,367 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | 8,455 | 5,558 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | $ 21,348 | $ 17,721 |
PLANT AND EQUIPMENT (Details Na
PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 31,721 | $ 23,053 |
Computer Equipment [Member] | Bru Haas [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant and equipment, gross | $ 0 | $ 145,883 |
LEASE LIABILITY (Details - Allo
LEASE LIABILITY (Details - Allocation of assets and liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Liability | ||
Right of use assets | $ 9,046 | $ 8,052 |
Lease liabilities, current | 9,046 | 5,042 |
Lease liabilities, noncurrent | 0 | 2,971 |
Lease liabilities | $ 9,046 | $ 8,013 |
LEASE LIABILITY (Details - Matu
LEASE LIABILITY (Details - Maturity of operating lease liability) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Liability | ||
2023 | $ 9,046 | |
Total minimum lease payments | 9,099 | |
Less: interest | (53) | |
Total present value of lease liabilities | $ 9,046 | $ 8,013 |
LEASE LIABILITY (Details Narrat
LEASE LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease expenses | $ 12,408 | $ 2,173 |
Office Premises [Member] | ||
Operating lease term | 2 years | |
Operating lease discount rate | 1.75% |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2022 | Aug. 23, 2021 | Jul. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | $ 3,054,012 | |||
Four Consultants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ 680,900 | ||||
Restricted common stock | 3,095,000 | ||||
Four Consultants [Member] | 2022 Stock Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ 1,680,000 | ||||
Stock issued for compensation, shares | 7,000,000 | ||||
Independent Advisory Company [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ 393,112 | ||||
Restricted common stock | 1,403,973 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 152,899,640 | 152,899,640 | |
Common stock, shares outstanding | 152,899,640 | 152,899,640 | |
Four Consultants [Member] | 2022 Stock Incentive Plan [Member] | |||
Class of Stock [Line Items] | |||
Stock issued for compensation, shares | 7,000,000 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred Stock, Shares Outstanding | 5,898,256 | 0 | |
Preferred Stock, Shares Issued | 5,898,256 | 0 |
MEZZANINE EQUITY (Details - Sch
MEZZANINE EQUITY (Details - Schedule of Distinguishing Liabilities from Equity) | Dec. 31, 2022 USD ($) |
Mezzanine Equity | |
Preferred Stock – Series B – As of December 31, 2021 | $ 0 |
Preferred Stock – Series B – As of December 31, 2022 | $ 5,284,837 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) | Sep. 30, 2022 shares |
Related Parties [Member] | Series B Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Conversion, Converted Instrument, Shares Issued | 5,898,256 |
WARRANTS (Details - Schedule of
WARRANTS (Details - Schedule of Warrant Activity) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants for common shares, outstanding, beginning balance | 910,410 | 4,080,160 | |
Weighted average exercise price, beginning balance | $ 0.79 | $ 0.71 | |
Weighted Average Remaining Contractual Life Warrants Outstanding | 3 months 29 days | 9 months 14 days | |
Warrants for common shares, Forfeited, cancelled, expired | (910,410) | (3,169,750) | |
Weighted average exercise price, Forfeited, cancelled, expired | $ (0.79) | $ 0.08 | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Forfeited, cancelled, expired | 3 months 29 days | 5 months 15 days | |
Warrants for common shares, outstanding, ending balance | 0 | 910,410 | 4,080,160 |
Weighted average exercise price, ending balance | $ 0 | $ 0.79 | $ 0.71 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Warrants exercisable value | $ 0 | $ 0 |
Warrant [Member] | Minimum [Member] | ||
Weighted average exercise price | $ 0.10 | |
Warrant [Member] | Maximum [Member] | ||
Weighted average exercise price | $ 1 |
LOSS PER SHARE (Details- Schedu
LOSS PER SHARE (Details- Schedule of computation of basic and diluted) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss for the year attribute to the Company | $ (2,649,117) | $ (5,356,587) |
Weighted average number of common shares outstanding, basic | 152,899,640 | 144,621,183 |
Weighted average number of common shares outstanding, diluted | 152,899,640 | 144,621,183 |
Earnings Per Share, Basic | $ (0.02) | $ (0.04) |
Earnings Per Share, Diluted | $ (0.02) | $ (0.04) |
INCOME TAX (Details - Schedule
INCOME TAX (Details - Schedule Loss before income tax) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before income taxes | $ (2,652,929) | $ (5,356,587) |
UNITED STATES | ||
Loss before income taxes | (976,797) | (3,434,801) |
Foreign Tax Authority [Member] | ||
Loss before income taxes | $ (1,676,132) | $ (1,921,786) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
UNITED STATES | ||
Operating loss carryforwards | $ 8,200,000 | $ 7,200,000 |
Operating loss carryforwards not subject to expiration | 5,600,000 | |
Operating loss carryforwards subject to expiration | 2,600,000 | |
HONG KONG | ||
Operating loss carryforwards | 698,685 | |
MALAYSIA | ||
Operating loss carryforwards | 1,576,586 | $ 2,525,831 |
BANGLADESH | ||
Operating loss carryforwards | $ 21,962 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details - Related Party Balances) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 1,157,166 | $ 4,035,596 |
Porta Capital [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 76,949 | 2,063,876 |
Bru Haas B [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 561,947 | 1,675,573 |
Bru Haas [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 33,588 | 168,649 |
Clicque [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 79,389 | 90,272 |
Tila Network [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 0 | 19,478 |
Porta Network [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 0 | 5,734 |
Kamal Hamidon [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | (850) | 0 |
Mr Song [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | (8,671) | 12,014 |
Leet H K [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 414,814 | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details - Related party transactions) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Other Income | $ 151,977 | $ 62,842 |
Payments for Rent | 355,571 | 229,306 |
Director fees | 148,631 | |
Bru Haas [Member] | ||
Related Party Transaction [Line Items] | ||
Other Income | 0 | 1,178 |
Payments for Rent | 241,998 | 120,000 |
Other Expenses | 215,238 | 210,578 |
Other Cost | 51,695 | 0 |
Porta Capital [Member] | ||
Related Party Transaction [Line Items] | ||
Other Research and Development Expense | 36,287 | 36,166 |
Payments for Rent | 113,573 | 109,306 |
Clicque [Member] | ||
Related Party Transaction [Line Items] | ||
Consultancy fee to related parties | 149,982 | |
Elain Binti Lockman [Member] | ||
Related Party Transaction [Line Items] | ||
Director fees | 4,474 | |
Ganesha [Member] | ||
Related Party Transaction [Line Items] | ||
Director fees | 13,635 | |
Kamal Hamidon [Member] | ||
Related Party Transaction [Line Items] | ||
Director fees | 49,085 | |
Ding Jung Long [Member] | ||
Related Party Transaction [Line Items] | ||
Director fees | $ 81,437 |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details Narrative) | Sep. 30, 2022 shares |
Related Parties [Member] | Series B Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Conversion, Converted Instrument, Shares Issued | 5,898,256 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details - Schedule of concentrations of risk) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Revenue | $ 151,977 | $ 62,842 |
Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | 85,805 | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | 69,638 | |
Customer A [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 69,259 | $ 19,708 |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentrations of risk, percentage | 46% | 31% |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 66,000 | $ 19,735 |
Customer B [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 16,546 | $ 15,418 |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentrations of risk, percentage | 11% | 25% |
Customer B [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 3,638 | $ 98 |
Customers A And B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentrations of risk, percentage | 57% | 56% |
Total Concentration Customers [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 35,126 | |
Total Concentration Customers [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 19,833 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 04, 2022 | Aug. 23, 2021 |
Independent Advisory Company [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,403,973 | |
1800 Diagonal Lending LLC [Member] | Convertible Note [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt face amount | $ 113,300 | |
Original issue discount | 10,300 | |
Due diligence fee | $ 1,000 | |
Debt stated interest rate | 8% | |
Debt maturity date | Nov. 04, 2024 | |
Investors Legal Counsel [Member] | Convertible Note [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Legal fees | $ 2,000 |