Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38308 | |
Entity Registrant Name | Greenpro Capital Corp. | |
Entity Central Index Key | 0001597846 | |
Entity Tax Identification Number | 98-1146821 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | B-7-5, Northpoint Office | |
Entity Address, Address Line Two | Mid Valley City | |
Entity Address, Address Line Three | No. 1 Medan Syed Putra Utara | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 59200 | |
City Area Code | (603) | |
Local Phone Number | 2201 - 3192 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | GRNQ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 78,471,688 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents (including $12,886 and $172,962 of restricted cash as of September 30, 2021, and December 31, 2020, respectively) | $ 6,010,499 | $ 1,086,753 |
Accounts receivable, net of allowance of $16,324 and $24,084 as of September 30, 2021, and December 31, 2020, respectively (including $41 and $152,475 of net accounts receivable from related parties as of September 30, 2021, and December 31, 2020, respectively) | 44,396 | 191,490 |
Prepaids and other current assets | 305,856 | 190,304 |
Due from related parties | 471,777 | 62,320 |
Deferred costs of revenue (including $11,640 and $0 from related parties as of September 30, 2021, and December 31, 2020, respectively) | 118,528 | 81,246 |
Total current assets | 6,951,056 | 1,612,113 |
Property and equipment, net | 2,839,925 | 2,881,090 |
Real Estate investments: | ||
Real estate held for sale | 1,969,349 | 2,218,273 |
Real estate held for investment, net | 722,438 | 776,080 |
Intangible assets, net | 2,809 | 3,364 |
Goodwill | 345,808 | 319,726 |
Other investments (including $9,631,235 and $6,829,660 of investments in related parties as of September 30, 2021, and December 31, 2020, respectively) | 9,631,235 | 6,829,660 |
Operating lease right-of-use assets, net | 121,778 | 85,133 |
Other non-current assets | 295,060 | 70,447 |
TOTAL ASSETS | 22,879,458 | 14,795,886 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 585,428 | 702,726 |
Current portion of loans secured by real estate | 158,612 | |
Convertible notes payable, net | 170,736 | 142,473 |
Due to related parties | 760,503 | 1,108,641 |
Operating lease liabilities, current portion | 88,884 | 86,975 |
Deferred revenue (including $609,129 and $558,600 from related parties as of September 30, 2021, and December 31, 2020, respectively) | 1,863,145 | 1,634,075 |
Derivative liabilities | 12,564 | 1,189,786 |
Total current liabilities | 3,481,260 | 5,023,288 |
Long term portion of loans secured by real estate | 1,376,996 | |
Operating lease liabilities, net of current portion | 41,571 | |
Total liabilities | 3,522,831 | 6,400,284 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding | ||
Common Stock, $0.0001 par value; 500,000,000 shares authorized; 77,201,664 and 61,764,562 shares issued and outstanding on September 30, 2021, and December 31, 2020 | 7,720 | 6,178 |
Additional paid in capital | 49,064,234 | 25,135,738 |
Accumulated other comprehensive loss | (59,862) | (26,863) |
Accumulated deficit | (29,938,458) | (16,922,452) |
Total Greenpro Capital Corp. stockholders’ equity | 19,073,634 | 8,192,601 |
Noncontrolling interests in consolidated subsidiaries | 282,993 | 203,001 |
Total stockholders’ equity | 19,356,627 | 8,395,602 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 22,879,458 | $ 14,795,886 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Restricted Cash, Current | $ 12,886 | $ 172,962 |
Accounts Receivable, Allowance for Credit Loss, Current | 16,324 | 24,084 |
Accounts Receivable, Related Parties, Current | 41 | 152,475 |
Due from related parties, deferred costs of revenue | 11,640 | 0 |
Due from Related Parties, Noncurrent | 9,631,235 | 6,829,660 |
Due from related parties, deferred revenue | $ 609,129 | $ 558,600 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 77,201,664 | 61,764,562 |
Common Stock, Shares, Outstanding | 77,201,664 | 61,764,562 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUES: | ||||
Total revenue | $ 429,366 | $ 678,917 | $ 2,194,409 | $ 1,896,598 |
COST OF REVENUES: | ||||
Total cost of revenues | (95,841) | (276,802) | (545,993) | (503,487) |
GROSS PROFIT | 333,525 | 402,115 | 1,648,416 | 1,393,111 |
OPERATING EXPENSES: | ||||
General and administrative (including $2,900 and $5,274 of general and administrative expense to related parties for the three months ended September 30, 2021, and 2020, respectively, and $9,873 and $8,320 of general and administrative expense to related parties for the nine months ended September 30, 2021 and 2020, respectively) | (964,350) | (870,537) | (3,525,459) | (2,633,729) |
Total operating expenses | (964,350) | (870,537) | (3,525,459) | (2,633,729) |
LOSS FROM OPERATIONS | (630,825) | (468,422) | (1,877,043) | (1,240,618) |
OTHER INCOME (EXPENSES) | ||||
Other income | 6,466 | 62,835 | 10,588 | 131,486 |
Interest income | 1,618 | 152 | 6,362 | 471 |
Interest expense (including $750,982 and $0 of interest expense related to convertible notes for the three months ended September 30, 2021, and 2020, respectively, and $12,899,670 and $0 of interest expense related to convertible notes for the nine months ended September 30, 2021, and 2020, respectively) | (762,253) | (36,118) | (12,949,517) | (98,669) |
Change in fair value of derivative liabilities associated with warrants | 27,678 | 11,804 | 67,422 | (28,149) |
Change in fair value of options associated with convertible notes | 5,093,720 | |||
Loss on extinguishment of convertible notes | (4,593,366) | (2,981,987) | ||
Reversal of write-off notes receivable | 2,000,000 | 5,000,000 | ||
Impairment of other investments (including $2,094,300 and $0 of related party investments for the three months ended September 30, 2021, and 2020, respectively, and $5,340,300 and $0 of related party investments for the nine months ended September 30, 2021, and 2020, respectively) | (2,094,300) | (5,340,300) | ||
Total other (expenses) income | (5,414,157) | 38,673 | (11,093,712) | 5,139 |
LOSS BEFORE INCOME TAX | (6,044,982) | (429,749) | (12,970,755) | (1,235,479) |
Income tax expense | (2,634) | |||
NET LOSS | (6,044,982) | (429,749) | (12,973,389) | (1,235,479) |
Net loss (income) attributable to noncontrolling interest | 18,555 | (24,162) | (42,617) | (28,424) |
NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. | (6,026,427) | (453,911) | (13,016,006) | (1,263,903) |
Other comprehensive (loss) income: | ||||
- Foreign currency translation (loss) income | (10,671) | 66,616 | (32,999) | 30,632 |
COMPREHENSIVE LOSS | $ (6,037,098) | $ (387,295) | $ (13,049,005) | $ (1,233,271) |
NET LOSS PER SHARE, BASIC AND DILUTED | $ (0.09) | $ (0.01) | $ (0.20) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 70,641,827 | 59,174,800 | 64,991,858 | 56,036,990 |
Service [Member] | ||||
REVENUES: | ||||
Total revenue | $ 398,856 | $ 389,610 | $ 1,715,555 | $ 1,551,783 |
COST OF REVENUES: | ||||
Total cost of revenues | (85,335) | (52,243) | (256,905) | (252,687) |
Real Estate [Member] | ||||
REVENUES: | ||||
Total revenue | 253,677 | 383,445 | 253,677 | |
COST OF REVENUES: | ||||
Total cost of revenues | (210,573) | (253,276) | (210,573) | |
Rental Revenue [Member] | ||||
REVENUES: | ||||
Total revenue | 30,510 | 35,630 | 95,409 | 91,138 |
COST OF REVENUES: | ||||
Total cost of revenues | $ (10,506) | $ (13,986) | $ (35,812) | $ (40,227) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 2,900 | $ 5,274 | $ 9,873 | $ 8,320 |
Interest Expense, Related Party | 750,982 | 0 | 12,899,670 | 0 |
Related party investments | 2,094,300 | 0 | 5,340,300 | 0 |
Service [Member] | ||||
Revenue from Related Parties | 74,960 | 73,446 | 739,949 | 181,417 |
Related Parties Amount in Cost of Sales | $ 0 | $ 324 | $ 0 | $ 2,514 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 5,473 | $ 16,417,481 | $ (95,169) | $ (13,160,629) | $ 186,685 | $ 3,353,841 |
Beginning balance, shares at Dec. 31, 2019 | 54,723,889 | |||||
Fair value of shares issued for subscription fee | ||||||
Fair value of shares issued for marketing expenses | $ 3 | 34,997 | 35,000 | |||
Fair value of shares issued for marketing expense, shares | 35,000 | |||||
Fair value of shares issued for other investment | $ 444 | 3,999,556 | 4,000,000 | |||
Fair value of shares issued for other investment, shares | 4,444,444 | |||||
Derecognition of non-controlling interest due to deconsolidation | 7,446 | 7,446 | ||||
Foreign currency translation | 30,632 | 30,632 | ||||
Net (loss) income | (1,263,903) | 28,424 | (1,235,479) | |||
Ending balance, value at Sep. 30, 2020 | $ 5,920 | 20,452,034 | (64,537) | (14,424,532) | 222,555 | 6,191,440 |
Ending balance, shares at Sep. 30, 2020 | 59,203,333 | |||||
Beginning balance, value at Jun. 30, 2020 | $ 5,917 | 20,526,390 | (131,153) | (13,970,621) | 89,040 | 6,519,573 |
Beginning balance, shares at Jun. 30, 2020 | 59,168,333 | |||||
Fair value of shares issued for marketing expenses | $ 3 | 34,997 | 35,000 | |||
Fair value of shares issued for marketing expense, shares | 35,000 | |||||
Changes in ownership interests in subsidiaries | (109,353) | 109,353 | ||||
Foreign currency translation | 66,616 | 66,616 | ||||
Net (loss) income | (453,911) | 24,162 | (429,749) | |||
Ending balance, value at Sep. 30, 2020 | $ 5,920 | 20,452,034 | (64,537) | (14,424,532) | 222,555 | 6,191,440 |
Ending balance, shares at Sep. 30, 2020 | 59,203,333 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 6,178 | 25,135,738 | (26,863) | (16,922,452) | 203,001 | 8,395,602 |
Beginning balance, shares at Dec. 31, 2020 | 61,764,562 | |||||
Fair value of shares issued from conversion of promissory notes | $ 1,195 | 11,467,189 | 11,468,384 | |||
Fair value of shares issued from conversion of promissory note, shares | 11,954,980 | |||||
Fair value of shares issued for acquisition | $ 7 | 69,183 | 37,375 | 106,565 | ||
Fair value of shares issued for acquisition, shares | 79,530 | |||||
Value of beneficial conversion feature resulting from debt extinguishment | (5,638,259) | (5,638,259) | ||||
Fair value of shares issued for subscription fee | $ 6 | 144,114 | 144,120 | |||
Fair value of shares issued for subscription fee, shares | 60,000 | |||||
Beneficial conversion feature related to convertible notes | 4,010,083 | 4,010,083 | ||||
Reclassification of conversion option related to a convertible note | 5,745,520 | 5,745,520 | ||||
Fair value of shares issued for other investment | $ 334 | 8,130,666 | 8,131,000 | |||
Fair value of shares issued for other investment, shares | 3,342,592 | |||||
Foreign currency translation | (32,999) | (32,999) | ||||
Net (loss) income | (13,016,006) | 42,617 | (12,973,389) | |||
Ending balance, value at Sep. 30, 2021 | $ 7,720 | 49,064,234 | (59,862) | (29,938,458) | 282,993 | 19,356,627 |
Ending balance, shares at Sep. 30, 2021 | 77,201,664 | |||||
Beginning balance, value at Jun. 30, 2021 | $ 6,588 | 41,916,290 | (49,191) | (23,912,031) | 264,173 | 18,225,829 |
Beginning balance, shares at Jun. 30, 2021 | 65,871,892 | |||||
Fair value of shares issued from conversion of promissory notes | $ 1,125 | 9,825,220 | 9,826,345 | |||
Fair value of shares issued from conversion of promissory note, shares | 11,250,242 | |||||
Fair value of shares issued for acquisition | $ 7 | 69,183 | 37,375 | 106,565 | ||
Fair value of shares issued for acquisition, shares | 79,530 | |||||
Value of beneficial conversion feature resulting from debt extinguishment | (2,746,459) | (2,746,459) | ||||
Fair value of shares issued for subscription fee | ||||||
Beneficial conversion feature related to convertible notes | ||||||
Reclassification of conversion option related to a convertible note | ||||||
Fair value of shares issued for marketing expenses | ||||||
Changes in ownership interests in subsidiaries | ||||||
Fair value of shares issued for other investment | ||||||
Derecognition of non-controlling interest due to deconsolidation | ||||||
Foreign currency translation | (10,671) | (10,671) | ||||
Net (loss) income | (6,026,427) | (18,555) | (6,044,982) | |||
Ending balance, value at Sep. 30, 2021 | $ 7,720 | $ 49,064,234 | $ (59,862) | $ (29,938,458) | $ 282,993 | $ 19,356,627 |
Ending balance, shares at Sep. 30, 2021 | 77,201,664 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (6,044,982) | $ (429,749) | $ (12,973,389) | $ (1,235,479) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 126,589 | 193,510 | |||
Amortization of right-of-use assets | 128,625 | 199,878 | |||
Amortization of discount on convertible notes | 46,265 | 206,342 | |||
Amortization of debt issuance costs | 19,421 | 76,380 | |||
Interest expense associated with accretion of convertible notes | 8,561,440 | ||||
Interest expense associated with conversion of notes | 553,571 | 2,254,480 | |||
Interest expense due to non-fulfillment of use of proceeds requirements | 1,232 | 1,106,488 | |||
Loss on extinguishment of convertible notes | 4,593,366 | 2,981,987 | |||
Impairment of other investment-related party | 2,094,300 | 5,340,300 | $ 0 | ||
Provision for bad debts | 20,733 | 40,710 | |||
Fair value of shares issued for subscription fee | 144,120 | ||||
Fair value of shares issued for marketing expenses | 35,000 | ||||
Reversal of write-off notes receivable | (2,000,000) | (5,000,000) | |||
Gain on sale of real estate held of sale | (130,169) | (43,104) | |||
Gain on disposal of other investment | (875) | ||||
Gain on disposal of a subsidiary | (3,854) | ||||
Loss on disposal of a subsidiary | 125 | ||||
Loss on disposal of property and equipment | 115 | ||||
Increase in cash surrender value on life insurance | (1,395) | ||||
Loss on deconsolidation of controlled subsidiaries | 727 | ||||
Change in fair value of derivative liabilities associated with warrants | (27,678) | (11,804) | (67,422) | 28,149 | |
Change in fair value of options associated with convertible notes | (5,093,720) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | 147,094 | 161,675 | |||
Prepaids and other current assets | (25,709) | 8,013 | |||
Deferred costs of revenue | (37,282) | 20,714 | |||
Accounts payable and accrued liabilities | (117,298) | (66,909) | |||
Operating lease liabilities | (121,789) | (201,421) | |||
Income tax payable | (20,645) | ||||
Deferred revenue | 229,070 | 36,087 | |||
Net cash used in operating activities | (2,246,984) | (845,125) | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (35,638) | (2,106) | |||
Purchase of other investments | (10,875) | (900) | |||
Proceeds from real estate held for sale | 48,329 | 113,845 | |||
Proceeds from sale of property and equipment | 97 | ||||
Proceeds from disposal of subsidiary | 3,854 | ||||
Proceeds from sale of other investments | 2,629 | ||||
Acquisition of business, net of cash acquired | 81,609 | ||||
Net decrease in cash due to deconsolidation of subsidiaries | (25,015) | ||||
Net cash provided by investing activities | 87,279 | 88,550 | |||
Cash flows from financing activities: | |||||
Principal payments of loans secured by real estate | (1,522,122) | (156,591) | |||
Advances (to) from related parties | (551,759) | 240,509 | |||
Proceeds from convertible promissory notes, net | 5,210,000 | ||||
Collection of notes receivable | 5,000,000 | ||||
Convertible note redemptions paid in cash | (1,120,000) | ||||
Net cash provided by financing activities | 7,016,119 | 83,918 | |||
Effect of exchange rate changes in cash and cash equivalents | 67,332 | (24,339) | |||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 4,923,746 | (696,996) | |||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 1,086,753 | 1,256,739 | 1,256,739 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ 6,010,499 | $ 559,743 | 6,010,499 | 559,743 | $ 1,086,753 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Cash paid for income tax | 3,636 | 24,642 | |||
Cash paid for interest | 342,961 | 92,265 | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Noncash assets derecognized on deconsolidation of controlled subsidiaries | 142,130 | ||||
Noncash liabilities derecognized on deconsolidation of controlled subsidiaries | 173,680 | ||||
Fair value of shares issued for acquisition of business | 69,190 | ||||
Fair value of shares issued for other investments | 8,131,000 | 4,000,000 | |||
Fair value of shares issued from conversion of promissory notes | 11,468,384 | ||||
Beneficial conversion feature associated with convertible notes payable | 4,010,083 | ||||
Reclassification of conversion option associated with convertible notes payable to additional paid in capital | 5,745,520 | ||||
Derecognition of beneficial conversion feature value from additional paid in capital resulting from debt extinguishment | 5,638,259 | ||||
Right-of-use assets and operating lease liabilities removed for terminated operating leases | $ 159,160 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Greenpro Capital Corp. (the “Company” or “GRNQ”) was incorporated on July 19, 2013, in the state of Nevada. The Company currently provides a wide range of business consulting and corporate advisory services, including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. Our focus is on companies located in Asia and Southeast Asia, including Hong Kong, Malaysia, China, Thailand, and Singapore. As part of our business consulting and corporate advisory business segment, Greenpro Venture Capital Limited provides a business incubator for start-up companies and focuses on investments in select start-up and high growth potential companies. In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the acquisition and sale of real estate properties held for sale. Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2021, and 2020, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The Condensed Consolidated Balance Sheet information as of December 31, 2020, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K/A filed with the SEC on April 12, 2021. These financial statements should be read in conjunction with that report. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100% , the outside shareholders’ interests are shown as noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2021, the Company incurred a net loss of $12,973,389 and used cash in operations of $2,246,984 . These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2020, financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. COVID-19 outbreak In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, and created significant volatility and disruption of financial markets Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may differ from these estimates. Cash, cash equivalents, and restricted cash Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds. Restricted cash represents cash restricted for the loan collateral requirements as defined in a loan agreement and the minimum paid-up share capital requirement for insurance brokers specified under the Insurance Ordinance of Hong Kong. On September 30, 2021, and December 31, 2020, cash included funds held by employees of $33,630 and $10,911 , respectively, and was held to facilitate payment of expenses in local currencies and to facilitate third-party online payment platforms in which the Company had not set up corporate accounts (WeChat Pay and Alipay). SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH As of As of (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 5,298,233 $ 147,371 Denominated in Hong Kong Dollars 477,026 623,652 Denominated in Chinese Renminbi 86,648 270,014 Denominated in Malaysian Ringgit 148,592 45,716 Cash, cash equivalents, and restricted cash $ 6,010,499 $ 1,086,753 Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts Investments Investments in equity securities The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities On September 30, 2021, the Company had twenty-seven investments in equity securities without readily determinable fair values of related parties valued at $9,631,235 , from which ten investments in equity securities without readily determinable fair values of related parties had been fully impaired with carrying value of $nil (see Note 4). On December 31, 2020, the Company had nineteen investments in equity securities without readily determinable fair values of related parties valued at $6,829,660 , from which ten investments in equity securities without readily determinable fair values of related parties had been fully impaired with carrying value of $nil (see Note 4). Debt discount During the nine months ended September 30, 2021, the Company incurred $570,000 of debt discount related to the issuance of convertible promissory notes, as described in Note 6. The discount was amortized over the life of the convertible promissory notes and the Company recognized $206,342 of related amortization expense for the nine months ended September 30, 2021. Debt issuance costs During the nine months ended September 30, 2021, the Company incurred direct costs associated with the issuance of convertible promissory notes, as described in Note 6, and recorded $290,000 of debt issuance costs as a discount to the convertible promissory notes and amortized over the life of the convertible promissory notes. The Company recognized $76,380 of related amortization expense for the nine months ended September 30, 2021. Derivative financial instruments Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging for derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate. Income (loss) per share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of shares from stock warrants. For the three and nine months ended September 30, 2021, and 2020, the only outstanding Common Stock equivalents were warrants for 53,556 potentially dilutive shares outstanding. These warrants have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive and therefore, basic, and diluted net loss per share were the same. Foreign currency translation The consolidated financial statements are presented in United States Dollars (“US$”), which is the functional and reporting currency of the Company. In addition, the Company’s operating subsidiaries maintain their books and records in their respective functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), Hong Kong Dollars (“HK$”) and Australian Dollars (“AU$”). In general, for consolidation purposes, assets, and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION As of and for the nine months ended 2021 2020 Period-end MYR: US$1 exchange rate 4.18 4.16 Period-average MYR: US$1 exchange rate 4.13 4.24 Period-end RMB: US$1 exchange rate 6.47 6.79 Period-average RMB: US$1 exchange rate 6.46 7.00 Period-end HK$: US$1 exchange rate 7.79 7.75 Period-average HK$: US$1 exchange rate 7.77 7.76 Period-end AU$: US$1 exchange rate 1.39 1.40 Period-average AU$: US$1 exchange rate 1.33 1.48 Fair value of financial instruments The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities, income tax payable, deferred costs of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments. As of September 30, 2021, and December 31, 2020, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $12,564 and $1,189,786 , respectively (see Note 7). The following table sets forth a summary of the changes in the estimated fair value of our derivative during the nine-month period ended September 30, 2021: SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES Derivative liability Fair value as of December 31, 2020 $ 1,189,786 Net change in the fair value of derivative liability associated with warrants (67,422 ) Derecognition of derivative liability resulting from convertible note redemptions (1,109,800 ) Fair value as of September 30, 2021 (Unaudited) $ 12,564 Concentrations of risks For the three months ended September 30, 2021, no customer accounted for 10% or more of the Company’s revenues. For the nine months ended September 30, 2021, two customers accounted for 32% ( 17% and 15% ) of revenues. For the three months ended September 30, 2020, one customer accounted for 37% of revenues. For the nine months ended September 30, 2020, two customers accounted for 31% ( 18% and 13% ) of revenues. For the period ended September 30, 2021, three customers accounted for 36% ( 13% , 13% and 10% ) of accounts receivable. For the period ended September 30, 2020, three customers accounted for 38% ( 16% , 11% and 11% ) of accounts receivable. For the three and nine months ended September 30, 2021, and 2020, no vendor accounted for 10% or more of the Company’s cost of revenues. For the period ended September 30, 2021, three vendors accounted for 67% ( 28% , 20% and 19% ) of accounts payable. For the period ended September 30, 2020, three vendors accounted for 59% ( 24% , 19% and 16% ) of accounts payable. Economic and political risks Substantially all the Company’s services are conducted in the Asian region, primarily in Hong Kong, Malaysia, and the People’s Republic of China (“PRC”). Among other risks, the Company’s operations in Malaysia are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. Recent accounting pronouncements The FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the sale of real estate properties, and revenue from the rental of real estate properties. Revenue from services For certain of our service contracts assisting clients in capital market listings (“Listing services”), our services provided are one performance obligation. Revenue and expenses are deferred until the performance obligation is complete and collectability of the consideration is probable. For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded as incurred and deferred revenue is recorded for any payments received on such yet to be completed performance obligations. On an ongoing basis, management monitors these contracts for profitability, and may record a liability if costs exceed revenue is determined. For other services such as company secretarial, accounting, financial analysis, and related services (“Non listing services”), the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. For contracts in which we act as an agent, the Company reports revenue net of expenses paid. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. The adoption of ASC 606 had no impact on the Company’s consolidated financial statements. Revenue from the sale of real estate properties The Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets Revenue from the rental of real estate properties Rental revenue represents lease rental income from the Company’s tenants. The tenants pay monthly in accordance with lease agreements and the Company recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying asset. Cost of revenues Cost of service revenue primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered. Cost of real estate properties sold primarily consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred. Cost of rental revenue primarily includes costs associated with repairs and maintenance, property insurance, depreciation, and other related administrative costs. Property management fees and utility expenses are paid directly by tenants. The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: SCHEDULE OF DISAGGREGATED REVENUE BASED ON REVENUE BY SERVICE LINES AND REVENUE BY GEOGRAPHIC AREA Three Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non listing services $ 378,856 $ 389,509 Corporate advisory – Listing services 20,000 101 Rental of real estate properties 30,510 35,630 Sale of real estate properties - 253,677 Total revenue $ 429,366 $ 678,917 Three Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 231,407 $ 506,699 Malaysia 172,546 133,107 China 25,413 39,111 Total revenue $ 429,366 $ 678,917 Nine Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non listing services $ 1,195,555 $ 1,196,297 Corporate advisory – Listing services 520,000 355,486 Rental of real estate properties 95,409 91,138 Sale of real estate properties 383,445 253,677 Total revenue $ 2,194,409 $ 1,896,598 Nine Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 1,571,894 $ 1,418,172 Malaysia 455,387 364,361 China 167,128 114,065 Total revenue $ 2,194,409 $ 1,896,598 Our contract balances include deferred costs of revenue and deferred revenue. Deferred Revenue For service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation. Changes in deferred revenue were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Nine Months (Unaudited) Deferred revenue, January 1, 2021 $ 1,634,075 New contract liabilities 749,070 Performance obligations satisfied (520,000 ) Deferred revenue, September 30, 2021 $ 1,863,145 Deferred Costs of Revenue For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded for any costs incurred in advance of the performance obligation. Deferred costs of revenue and deferred revenue as of September 30, 2021, and December 31, 2020, are classified as current assets and current liabilities, respectively as follows: SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE As of As of (Unaudited) Deferred costs of revenue $ 118,528 $ 81,246 Deferred revenue $ 1,863,145 $ 1,634,075 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE 3 - BUSINESS COMBINATION On June 26, 2019, the Company sold its entire 51% interest ( 51,000 shares of common stock) in Greenpro Capital Village Sdn. Bhd. (“GCVSB”) to Ms. Tan Tee Yong (“Ms. Tan”) for MYR 51 (approximately $12 ). On June 22, 2020, our director, Mr. Lee Chong Kuang (“Mr. Lee”) acquired respective 51% and 49% shareholdings of GCVSB ( 51,000 shares and 49,000 shares of common stock of GCVSB) from Ms. Tan and QSC Asia Sdn. Bhd. at a price of MYR 51,000 and MYR 49,000 or MYR1 per share. In July 2021, the Company acquired all the issued and outstanding shares of common stock of GCVSB from our director, Mr. Lee at a consideration of MYR 167 (approximately $40 ) and redeemed 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of GCVSB by issuance of 79,530 shares of the Company’s Common Stock valued at $69,191 or $0.87 per share. Total consideration of the acquisition was $69,231. The Company acquired GCVSB to expand its business consulting services. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company is in the process of performing an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). The provisional allocation of the purchase price is based on management’s preliminary estimates. Once management completes its analysis to finalize the purchase price allocation, it is reasonably possible that there could be changes to the preliminary values. The primary areas of the purchase price allocation that are not yet finalized relate to identifiable intangible assets and goodwill. SCHEDULE OF FAIR VALUE OF ASSET ACQUIRED 2021 Cash and cash equivalents $ 81,649 Goodwill 26,082 Total 107,731 Fair value of current liabilities (38,500 ) Purchase price $ 69,231 The following unaudited pro forma information presents the combined results of operations as if the acquisition of GCVSB had been completed on January 1, 2020. These unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations: BUSINESS ACQUISITION PRO FORMA INFORMATION For the nine For the nine (unaudited) (unaudited) Revenue $ 2,194,409 $ 1,896,598 Loss from operations (1,877,043 ) (1,240,618 ) Net loss (12,973,389 ) (1,235,479 ) Net loss per share $ (0.20 ) $ (0.02 ) |
OTHER INVESTMENTS
OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
OTHER INVESTMENTS | NOTE 4 - OTHER INVESTMENTS SCHEDULE OF OTHER INVESTMENTS As of As of September 30, 2021 December 31, 2020 (Unaudited) (A) Investment in equity securities without readily determinable fair values of affiliates: (1) Greenpro Trust Limited (a related party) $ 51,613 $ 51,613 (2) Other related parties 9,579,622 6,413,547 (B) Stock option (a related party) - 364,500 Total $ 9,631,235 $ 6,829,660 (A) Investment in equity securities without readily determinable fair values of affiliates (related parties): Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. For the three and nine months ended September 30, 2021, the Company recognized an impairment loss of $2,094,300 and $5,340,300 , respectively, for one of the equity securities without readily determinable fair values. During the year ended December 31, 2020, the Company did not recognize any fair value adjustments for equity securities without readily determinable fair values. In addition, the Company held equity securities without readily determinable fair values that were recorded at cost. For these cost method investments, we recorded as other investments in our condensed consolidated balance sheets. We reviewed all our cost method investments quarterly to determine if impairment indicators were present; however, we were not required to determine fair value of these investments unless impairment indicators exist. When impairment indicators exist, we generally used discounted cash flow analyses to that the fair values of our cost method investments approximated or exceeded their carrying values as of September 30, 2021. On September 30, 2021, and December 31, 2020, the carrying values of equity securities without readily determinable fair values are as follows: SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES As of As of September 30, 2021 December 31, 2020 (Unaudited) Original cost $ 15,545,764 $ 7,039,389 Unrealized gains (losses) - - Provision for impairment or decline in value (5,914,529 ) (574,229 ) Equity securities without readily determinable fair values, net $ 9,631,235 $ 6,465,160 The Company had cost method investments without readily determinable fair values with a carrying value of $9,631,235 and $6,465,160 as of September 30, 2021, and December 31, 2020, respectively. (a) Angkasa-X Holdings Corp.: On February 3, 2021, Greenpro Venture Capital Limited, a subsidiary of the Company (“GVCL”) entered into a subscription agreement with Angkasa-X Holdings Corp., a British Virgin Islands corporation, which principally provides internet connectivity to rural areas in Southeast Asia (“Angkasa”). Pursuant to the agreement, GVCL acquired 28,000,000 ordinary shares of Angkasa at a price of $2,800 or $0.0001 per share. The investment was recognized at historical cost of $2,800 under other investments. (b) First Bullion Holdings Inc.: On February 17, 2021, First Bullion Holdings Inc. (“FBHI”), a British Virgin Islands corporation, issued to our wholly owned subsidiary, GVCL, 160,000 ordinary shares of FBHI pursuant to Section 2.2 of a stock purchase and option agreement dated October 19, 2020, between the Company, Mr. Tang Ka Siu Johnny (“Mr. Tang”) and FBHI. FBHI had, under Section 2.2 of the agreement, granted the Company an option to purchase an additional 8% of the shares sold under the agreement valued at $20,000,000 . In partial consideration of the FBHI shares, the Company had previously issued 250,000 restricted shares of its Common Stock on December 11, 2020, at $364,500 or $1.458 per share. The Company agreed to issue an additional 342,592 restricted shares of its Common Stock based on the average closing price of the Company’s Common Stock for the five trading days preceding the date of exercise of the option. On February 26, 2021, the Company issued 342,592 restricted shares of its Common Stock to two designees of Mr. Tang at $2.70 per share (valued at approximately $925,000 ). On September 30, 2021, together with the 10% shareholdings or 200,000 ordinary shares of FBHI acquired at a consideration of $1,000,000 by issuance of 685,871 shares of the Company’s Common Stock at $1.458 per share on December 11, 2020, GVCL in aggregate holds 360,000 ordinary shares of FBHI, representing 18% of the total issued and outstanding shares of FBHI. The investment was recognized at historical cost of $2,289,500 under other investments. (c) Simson Wellness Tech. Corp.: On February 19, 2021, GVCL entered into a subscription agreement with Simson Wellness Tech. Corp., a Nevada corporation, which is a digital platform that acts as middleware for distribution of optical products (“Simson”). Pursuant to the agreement, GVCL acquired 5,000,000 shares of common stock of Simson at a price of $500 or $0.0001 per share. The investment was recognized at historical cost of $500 under other investments. (d) Innovest Energy Fund: On February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands and is principally engaged in developing a multi-faceted suite of products and services for the cryptocurrency industry and economy (the “Fund”). Pursuant to the agreement, GRL agreed to subscribe for $7,206,000 worth of Class B shares of the Fund by issuing 3,000,000 restricted shares of the Company’s Common Stock, par value $0.0001 per share, valued at $7,206,000 to the Fund. On April 7, 2021, the Company issued 3,000,000 restricted shares of its Common Stock to the Fund and issued 60,000 restricted shares of its Common Stock to a designee of the Fund as a subscription fee of $144,120 ( $2.402 per share) associated with the investment. On September 30, 2021, the Company determined that its investment in the Fund was impaired and revalued at $1,865,700 , and an impairment loss of $5,340,300 was recorded. (e) Jocom Holdings Corp.: On June 2, 2021, GVCL entered into a subscription agreement with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones (“Jocom”). Pursuant to the agreement, GVCL acquired 1,500,000 shares of common stock of Simson at a price of $150 or $0.0001 per share. The investment was recognized at historical cost of $150 under other investments. (f) 72 Technology Group Limited: On July 13, 2021, GVCL entered into a subscription agreement with 72 Technology Group Limited, a Cayman Islands corporation with principal business operations in China, is a media company providing digital marketing services using 5G and artificial intelligence (AI) technology (“72 Technology”). Pursuant to the agreement, GVCL acquired 600,000 shares of common stock of 72 Technology at a price of $6,000 or $0.01 per share. The investment was recognized at historical cost of $6,000 under other investments. (g) Ata Global Inc.: On July 30, 2021, GVCL entered into a subscription agreement with Ata Global Inc., a Nevada corporation, is a financial technology (FinTech) service provider (“Ata Global”). Pursuant to the agreement, GVCL acquired 2,250,000 shares of common stock of Ata Global at a price of $225 or $0.0001 per share. The investment was recognized at historical cost of $225 under other investments. (h) catTHIS Holdings Corp.: On August 27, 2021, GVCL entered into a subscription agreement with catTHIS Holdings Corp., a Nevada corporation, which provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any devices (“catTHIS”). Pursuant to the agreement, GVCL acquired 2,000,000 shares of common stock of catTHIS at a price of $200 or $0.0001 per share. The investment was recognized at historical cost of $200 under other investments. (i) Fruita Bio Limited: On September 27, 2021, GVCL entered into a subscription agreement with Fruita Bio Limited., a British Virgin Islands corporation with major business operations in Thailand, is principally engaged in production of bio-degradable packaging materials (“Fruita”). Pursuant to the agreement, GVCL acquired 10,000,000 shares of common stock of Fruita at a price of $1,000 or $0.0001 per share. The investment was recognized at historical cost of $1,000 under other investments. Impairment of other investments For the three and nine months ended September 30, 2021, the Company recognized an impairment loss of $2,094,300 and $5,340,300 , respectively, of other investments. For the year ended December 31, 2020, there was no impairment of other investments recorded. |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 5 - OPERATING LEASES The Company has two separate operating lease agreements for one office space in Hong Kong with remaining lease terms of 17.5 months and one office space in Malaysia with remaining lease terms of 6 months. The Company does not have any other leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Nine Months (Unaudited) Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations) $ 133,002 Other Information Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2021 $ 126,146 Weighted average remaining lease term – operating leases (in years) 1.46 Average discount rate – operating leases 4.0 % The supplemental balance sheet information related to leases for the period is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES As of (Unaudited) Operating leases Long-term right-of-use assets $ 121,778 Short-term operating lease liabilities $ 88,884 Long-term operating lease liabilities 41,571 Total operating lease liabilities $ 130,455 Maturities of the Company’s lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Year Ending Operating Leases (Unaudited) 2021 (remaining 3 months) $ 23,121 2022 92,484 2023 18,895 Total lease payments 134,500 Total lease payments 134,500 Less: Imputed interest/present value discount (4,045 ) Present value of lease liabilities $ 130,455 Lease expenses were $25,580 and $153,148 during the three and nine months ended September 30, 2021, respectively, and $73,652 and $245,682 during the three and nine months ended September 30, 2020, respectively. |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE, NET | NOTE 6 - CONVERTIBLE NOTES PAYABLE, NET Convertible Notes issued in October 2020: Convertible Note Financing with Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd. On October 13, 2020, the Company issued three unsecured convertible promissory notes to Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd. (collectively, the “Investors”), respectively. The notes were issued with combined principal amount of $ 1,790,000 and the initial issuance discount of $ 190,000 . As part of debt issuance, the Company also incurred brokers’ fees of $ 130,000 , recorded as a debt discount. The notes bear the face interest rate of 10 % and have contractual maturity of 18 months since the issuance . Investor Conversion and Early Redemption Options At the Investors’ option, the notes can be converted in Company’s Common Stock at any time at the conversion price of $1 per share, subject to standard anti-dilution protection clauses (the lender’s conversion price). The Investors have an option to redeem the notes prior to their contractual maturity (put option) but not before 6 months since the issuance date. If the put option is exercised, Investors’ monthly redemption amounts including principal and face interest are capped at $ 108,000 . In case of early redemption, the Company has an option to settle its obligation in cash or, if certain conditions are met, in stock. Stock settlement is performed at the rate determined as the lesser of (i) the lender’s conversion price and (ii) 0.75 multiplied by the weighted average trading price of the Company’s Common Stock calculated for a specified period. The Investors have an option to demand the repayment of debt upon default, as defined in the terms of the notes. Issuer Early Redemption Option The Company has an option to prepay the notes ahead of contractual maturity at 120 % of the outstanding balance of the note. The Company assessed the Investors’ conversion option for the scope exception for contracts involving a reporting entity’s own equity. The Company concluded that the conversion option is indexed to Company’s own stock, is considered “conventional” and can be classified in Company’s stockholders’ equity. The conversion option was not separated from but presented as part of the debt instrument. Investors’ conversion option was determined to be in the money at the commitment date. The non-detachable option was determined to be a beneficial conversion feature measured at the intrinsic value and recorded in Company’s additional paid-in capital. The intrinsic value was determined by calculating the initial effective conversion price. Effective conversion price was calculated as the ratio between the total proceeds allocated to the convertible instrument and the number of shares into which it is convertible. The proceeds allocated to the conversion instrument were impacted by the initial issuance discount. The number of shares issuable under the terms of the conversion option was 1,790,000 . The overall amount of beneficial conversion feature recognized at issuance was $ 995,500 . The Company assessed Investors’ put option and Investors’ option to redeem the debt upon default using bifurcation guidance per ASC 815-15, Embedded Derivatives. The Company concluded that economic characteristics and risks of Investors’ put option are not considered clearly and closely related to debt host and that Investors’ put option should be separated from the host instrument. The Company noted that certain events triggering the default including fundamental transaction and non-compliance with listing requirements are not directly related to Company’s creditworthiness. Economic characteristics and risks of Investors’ put option triggered by the occurrence of such events are not considered clearly and closely related to the economic characteristics and risks of the host instrument. Investors’ put option and the option to redeem the debt upon default triggered by events not directly linked to Company’s creditworthiness were separated from the debt instrument and presented as a “compound” derivative liability (see Note 7). Estimated fair value of the derivative liability, $ 408,800 for each of two promissory notes and $ 489,100 for the other promissory note, in aggregate of $ 1,306,700 . Proceeds allocated to debt net of debt discount were $ 148,000 for each of the two promissory notes and $ 178,500 for the other note, in aggregate of $ 474,500 . The excess of estimated fair value of derivative liability and other debt discount over the debt proceeds was $ 832,200 (the excess). The excess was due to the terms of debt financing transactions and management effort to address Company’s liquidity issues. The Company recognized the excess as an upfront interest expense in the income statement. Net carrying value of promissory notes at issuance was $nil. At issuance date of October 13, 2020, net carrying value of three short-term convertible notes is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance October 13, 2020 Face value of convertible notes $ 1,790,000 Initial discount (190,000 ) Discount related to debt issuance costs (130,000 ) Discount related to beneficial conversion feature (995,500 ) Discount related to put options (474,500 ) Net carrying value of convertible notes payable $ - On April 14, 2021, Streeterville Capital, LLC (“Streeterville”), exercised an option defined in the terms of the convertible promissory note issued by the Company on October 13, 2020, to redeem the note after 6 months from issuance date, at a conversion price of $ 1 per share. The note was fully repaid upon 704,738 restricted shares of the Company’s Common Stock were issued to Streeterville on April 16, 2021, for settlement of the principal balance of $ 670,000 and accrued interest of $ 34,738 , respectively. On April 12 and April 16, 2021, the Company exercised an option defined in the terms of the convertible promissory notes issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) on October 13, 2020, to prepay the notes ahead of contractual maturity of April 12, 2022, at 120 % of the notes’ principal value and accrued and unpaid face interest. The notes issued to FirstFire and Granite with additional charge for early redemption of $ 235,536 , were repaid with cash of $ 705,600 and $ 707,515 , respectively on April 19, 2021, including repayment for the aggregate amount of principal of $ 1,120,000 , accrued interest of $ 57,579 and early redemption charge of $ 235,536 . On September 30, 2021, fair value of the derivative liability related to Investors’ early redemption options, resulting from redemption of notes was zero (see Note 7). Convertible Note issued in January 2021: Convertible Note Financing with Streeterville Capital, LLC On January 8, 2021, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued and sold to Streeterville in a private placement an unsecured convertible promissory note in the original principal amount $ 1,660,000 (the “Original Principal Amount”), convertible into shares of Common Stock at a conversion price of $ 1.00 per share. The note carries an original issue discount of $ 150,000 (“OID”) and the Company agreed to pay $ 10,000 to Streeterville to cover Streeterville’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the agreement (the “Transaction Expense Amount”). The purchase price for the note shall be $ 1,500,000 (the “Purchase Price”), computed as follows: Original Principal Balance of $ 1,660,000 , less the OID of $ 150,000 and the Transaction Expense Amount of $ 10,000 . After the payment of $90,000 to cover a broker’s fee (“Broker Fee”), the Company received net proceeds of $ 1,410,000 on January 14, 2021. The note may be prepaid by the Company in an amount equal to 120 % of the outstanding balance of the note. The shares of Common Stock issuable upon conversion of the note is subject to full-ratchet anti-dilution protection. The note may be redeemed by Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $350,000, convertible into shares of Common Stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the agreement, Streeterville was granted a “most favored nations” right . Events of default (“Events of Default”) under the note include but are not limited to: (a) failure to pay any principal, interest, fees, charges, or any other amount when due; (b) failure to deliver any conversion shares in accordance with the terms of the note; (c) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Company becomes insolvent; (e) Company makes a general assignment for the benefit of creditors; (f) Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Company in the note or in any other transaction document; (h) any representation, warranty or other statement made or furnished by or on behalf of Company is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction (as defined in the note) without Streeterville’s prior written consent; (j) Company fails to reserve a sufficient number of shares to issue upon conversion of the note; (k) Company effectuates a reverse split of its Common Stock without twenty trading days prior written notice to Streeterville; (l) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty calendar days unless otherwise consented to by Streeterville; (m) the Company fails to be DWAC eligible; (n) the Company fails to observe or perform any covenant set forth in Section 4 of the agreement; or (o) the Company, any affiliate of the Company, or any pledgor, trustor, or guarantor of the note breaches any covenant or other term or condition contained in any other financing or material agreements. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22 %. Certain Major Defaults (as defined in the note) will result in an additional 15% of the Original Principal Amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of Common Stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d) . At issuance date of January 8, 2021, net carrying value of a short-term convertible note is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance January 8, 2021 (Unaudited) Face value of convertible note $ 1,660,000 Initial discount (160,000 ) Discount related to debt issuance costs (90,000 ) Discount related to beneficial conversion feature (1,410,000 ) Net carrying value of convertible note payable $ - On July 14, July 26, August 5, and August 31, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on January 8, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.752175 per share for the conversion notice on July 14, 2021, and $ 0.621675 per share for the remaining three conversion notices on July 26, August 5 and August 31, 2021, respectively. The note was fully repaid in the amount of $ 1,762,857 upon issuance of an aggregate of 2,786,819 restricted shares of the Company’s Common Stock to Streeterville for settlement of the principal balance of $ 1,660,000 and accrued interest of $ 102,857 , respectively. On September 30, 2021, fair value of the derivative liability related to Investors’ early redemption options, resulting from redemption of notes was zero (see Note 7). Convertible Note issued in February 2021: Convertible Note Financing with Streeterville Capital, LLC On February 11, 2021, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued and sold to Streeterville in a private placement an unsecured convertible promissory note in the original principal amount $ 4,410,000 (the “Original Principal Amount”), convertible into shares of Common Stock at a conversion price of $ 1.50 per share. The note carries an original issue discount of $ 400,000 (“OID”) and the Company agreed to pay $ 10,000 to Streeterville to cover Streeterville’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the agreement (the “Transaction Expense Amount”). The purchase price for the note shall be $ 4,000,000 (the “Purchase Price”), computed as follows: Original Principal Balance of $ 4,410,000 , less the OID of $ 400,000 and the Transaction Expense Amount of $ 10,000 . After the payment of $ 200,000 to cover a broker’s fee (“Broker Fee”), the Company received net proceeds of $ 3,800,000 on February 17, 2021. The Company has covenanted to use part of the proceeds from the note to repay the outstanding notes it issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) in relation to their respective securities purchase agreement signed on October 13, 2020. The note may be prepaid by the Company in an amount equal to 120 % of the outstanding balance of the note. The shares of Common Stock issuable upon conversion of the note is subject to full-ratchet anti-dilution protection. The note may be redeemed by Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $962,500, convertible into shares of Common Stock at a conversion price equal to the lesser of (i) $1.50 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the agreement, Streeterville was granted a “most favored nations” right . On February 21, 2021, the Company entered an amendment into convertible promissory note with Streeterville. Pursuant to the amendment, the obligation in Section 1.3 of the note to repay the outstanding note issued to EMA Financial, LLC within fifteen (15) days of the Effective Date is deleted from the note. Events of Default under the note include the same Events of Default listed above under the description of the Streeterville convertible note financing on January 8, 2021. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22 %. Certain Major Defaults (as defined in the note) will result in an additional 15% of the Original Principal Amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of Common Stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d) . At issuance date of February 11, 2021, net carrying value of a short-term convertible note is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance February 11, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Initial discount (410,000 ) Discount related to debt issuance costs (200,000 ) Discount related to conversion option (3,800,000 ) Net carrying value of convertible notes payable $ - Pursuant to the obligation in Section 1.3 of the note issued to Streeterville on February 11, 2021, the Company agreed to use the proceeds received hereunder to repay the outstanding 25 %). On February 26, 2021 (the Repayment Date), net carrying value of a short-term convertible note issued on February 11, 2021, is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Repayment Date February 26, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Accrued interest from February 11 to February 25, 2021 15,952 Outstanding Balance (before additional 25 %) 4,425,952 Face value of convertible note $ 4,410,000 Additional 25 % to Outstanding Balance due to non-fulfillment of use of proceeds requirements 1,106,488 Outstanding Balance (after additional 25 %) 5,516,488 Initial discount (403,736 ) Discount related to debt issuance costs (197,680 ) Discount related to conversion option (3,737,248 ) Discount related to beneficial conversion feature (1,065,380 ) Net carrying value of convertible notes payable $ 112,444 The Company amortized debt discount associated with the derivative liability using the straight-line method. Amount of unamortized debt discount including initial issuance discount, transaction cost, beneficial conversion feature, and separated derivative liability was $ 267,451 on September 30, 2021 (related to the note issued to Streeterville on February 11, 2021) and $ 1,647,527 on December 31, 2020 (related to the notes issued to Streeterville, FirstFire and Granite on October 13, 2020), respectively. On August 12, August 20, August 24, and August 31, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on February 11, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.621675 per share, respectively. The note was repaid in the amount of $ 5,261,499 upon issuance of an aggregate of 8,463,423 restricted shares of the Company’s Common Stock to Streeterville for settlement of the partial principal of $ 5,078,301 and interest of $ 183,198 . During the nine months ended September 30, 2021, the Company repaid the convertible notes by cash amounted to $ 1,413,115 (including aggregated principal of $ 1,120,000, accrued interest of $ 57,579 235,536 and by issuance of 11,954,980 restricted shares of the Company’s Common Stock at the share value of $ 7,729,094 (including the aggregated principal of $ 7,408,301 and interest of $ 320,793 ), respectively. As of September 30, 2021, the remaining principal balance of the note and its accrued interest was $ 438,187 and $ 119,375 , respectively. On October 6 and October 8, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on February 11, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.43995 per share, respectively. The note was fully repaid in the amount of $ 558,747 upon issuance of an aggregate of 1,270,024 restricted shares of the Company’s Common Stock to Streeterville for settlement of the remaining principal balance of $ 438,187 and the accrued interest of $ 120,560 . After that all convertible notes issued by the Company since October 13, 2020, have been repaid. Summary of convertible debt’s interest expense is as follows: SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE (Unaudited) (Unaudited) Three Months Nine Months (Unaudited) (Unaudited) Coupon interest $ 130,493 $ 459,004 Amortization of discount on convertible notes 46,265 206,342 Amortization of debt issuance costs 19,421 76,380 Interest expense associated with conversion of notes 553,571 2,254,480 Interest expense associated with accretion of convertible notes payable - 8,561,440 Interest expense due to non-fulfillment of use of proceeds requirements 1,232 1,106,488 Additional charge for early redemption - 235,536 Total $ 750,982 $ 12,899,670 All convertible promissory notes were classified as short-term due to lender’s earlier redemption or put option. On September 30, 2021, and December 31, 2020, carrying values of the short-term convertible notes are as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES September 30, 2021 December 31, 2020 (Unaudited) Face value of convertible notes $ 7,860,000 $ 1,790,000 Additional 25 % to Outstanding Balance due to non-fulfillment of use of proceeds requirements 1,106,488 - Initial discount (286,756 ) (174,878 ) Discount related to debt issuance costs (200,410 ) (123,220 ) Discount related to beneficial conversion feature (1,896,160 ) (943,584 ) Discount related to put options (327,631 ) (405,845 ) Discount related to conversion option (177,157 ) - Redemptions (5,907,638 ) - Net convertible notes payable 170,736 142,473 Accrued interest during the period / year 119,375 38,742 Carrying value of convertible notes payable $ 290,111 $ 181,215 Contractual maturity and carry value of the convertible debt are as follows: SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT Period ending September 30, 2022 $ 1,261,481 Less: Interest (971,370 ) Carrying value $ 290,111 The Company determined the fair value of the convertible debt to be $ 729,300 and $ 3,669,500 as of September 30, 2021, and December 31, 2020, respectively. The level of the fair value hierarchy is Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation model. Components and costs of two convertible promissory notes issued during the period ended September 30, 2021, are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES Nine Months (Unaudited) Original Principal Amount $ 6,070,000 Less: Original issue discount (OID) (550,000 ) Less: Transaction Expense Amount (20,000 ) Purchase Price 5,500,000 Less: Broker Fee (290,000 ) Net proceeds $ 5,210,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 7 - DERIVATIVE LIABILITIES SCHEDULE OF DERIVATIVE LIABILITIES As of As of September 30, 2021 December 31, 2020 (Unaudited) Fair value of warrants $ 12,564 $ 79,986 Fair value of options associated with convertible promissory notes - 1,109,800 Total $ 12,564 $ 1,189,786 On September 30, 2021, the Company has outstanding warrants exercisable into 53,556 shares of the Company’s Common Stock. The strike price of warrants is denominated in US dollars, a currency other than the Company’s functional currencies, the HK$, RMB, and MYR. As a result, the warrants are not considered indexed to the Company’s own stock, and the Company characterized the fair value of the warrants as a derivative liability upon issuance. The derivative liability is re-measured at the end of every reporting period with the change in value reported in the statement of operations. On December 31, 2020, the balance of the derivative liabilities related to warrants was $ 79,986 . During the nine months ended September 30, 2021, the Company recorded a decrease in fair value of derivative liabilities of $ 67,422 . As of September 30, 2021, the balance of the derivative liabilities related to warrants was $ 12,564 . The derivative liabilities related to warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of September 30, 2021 December 31, 2020 (Unaudited) Risk-free interest rate $ 2.1 % $ 1.7 % Expected volatility 176 % 181 % Contractual life (in years) 1.7 years 2.4 years Expected dividend yield - % - % Fair value of warrants $ 12,564 $ 79,986 The risk-free interest rate is based on the yield available on U.S. Treasury securities. The Company estimates volatility based on the historical volatility of its Common Stock. The contractual life of the warrants is based on the expiration date of the warrants. The expected dividend yield was based on the fact since the Company has not paid dividends to common shareholders and does not expect to pay dividends to common shareholders in the future. For the nine months ended September 30, 2021, the Company recognized a gain of $ 67,422 associated with the revaluation of above derivative liability. Convertible debt early redemption options On October 13, 2020, the Company issued three unsecured convertible promissory notes with certain Investors’ early redemption options that are considered derivative liabilities (see Note 6). On April 14, 2021, Streeterville Capital, LLC (“Streeterville”), exercised an option defined in the terms of the convertible promissory note issued by the Company on October 13, 2020, to redeem the note after 6 months from issuance date, at a conversion price of $ 1 per share. The note was repaid upon 704,738 restricted shares of the Company’s Common Stock were issued to Streeterville on April 16, 2021. The note was fully repaid by issuance of 704,738 restricted shares of the Company’s Common Stock for settlement of the principal balance of $ 670,000 and accrued interest of $ 34,738 , respectively. On April 12 and April 16, 2021, the Company exercised an option defined in the terms of the convertible promissory notes issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) on October 13, 2020, to prepay the notes ahead of contractual maturity of April 12, 2022, at 120 % of the notes’ principal value and accrued and unpaid face interest. The notes issued to FirstFire and Granite with additional charge for early redemption of $ 235,536 , were repaid with cash of $ 705,600 and $ 707,515 , respectively on April 19, 2021, including repayment of principal of $ 1,120,000 , accrued interest of $ 57,579 and early redemption charge of $ 235,536 . On July 14, July 26, August 5, and August 31, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on January 8, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.752175 per share for the conversion notice on July 14, 2021, and $ 0.621675 per share for the remaining three conversion notices on July 26, August 5, and August 31, 2021, respectively. The note was fully repaid in the amount of $ 1,762,857 upon issuance of an aggregate of 2,786,819 restricted shares of the Company’s Common Stock to Streeterville for settlement of the principal balance of $ 1,660,000 and accrued interest of $ 102,857 , respectively. On August 12, August 20, August 24, and August 31, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on February 11, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.621675 per share, respectively. The note was repaid in the amount of $ 5,261,499 upon issuance of an aggregate of 8,463,423 restricted shares of the Company’s Common Stock to Streeterville for settlement of the partial principal of $ 5,078,301 and interest of $ 183,198 . During the nine months ended September 30, 2021, the Company repaid the convertible notes by cash amounted to $ 1,413,115 (including aggregated principal of $ 1,120,000 , accrued interest of $57,579 and early redemption charge of $235,536) and by issuance of 11,954,980 restricted shares of the Company’s Common Stock at the share value of $ 7,729,094 (including the aggregated principal of $ 7,408,301 and interest of $ 320,793 ), respectively. On October 6 and October 8, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on February 11, 2021, to redeem its note after 6 months from issuance date, at conversion prices of $ 0.43995 respectively per share. The note was fully repaid in the amount of $ 558,747 upon issuance of an aggregate of 1,270,024 restricted shares of the Company’s Common Stock to Streeterville for settlement of the remaining principal balance of $ 438,187 and the accrued interest of $ 120,560 . After that all convertible notes issued by the Company since October 13, 2020, have been repaid. The Company used Trinomial Option Pricing Model to estimate the fair value of the derivative liability related to Investors’ early redemption options. The derivative liability was classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation model. The Company estimated the fair value of the derivative liability to be $ 0 and $ 1,109,800 on September 30, 2021, and December 31, 2020, respectively. The Company estimated the fair value of derivative liabilities using the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of September 30, 2021 December 31, 2020 (Unaudited) Risk free rate - % 0.11 % Fair value of underlying stock $ - $ 2.05 Expected term (in years) - 1.28 Stock price volatility - % 206.17 % Expected dividend yield - % - % Fair value of options $ - $ 1,109,800 On September 30, 2021, the fair value of derivative liability was zero, resulting from redemptions of three convertible notes issued in October 2020 (see Note 6). |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
WARRANTS | NOTE 8 - WARRANTS In 2018, the Company issued warrants exercisable into 53,556 shares of Common Stock. The warrants were fully vested when issued, have an exercise price of $ 7.20 per share, and expire in 2023 . A summary of warrant activity during the nine months ended September 30, 2021, is presented below: SUMMARY OF WARRANTS ACTIVITY Remaining Number Contractual of Exercise Life Shares Price (in Years) Warrants outstanding on December 31, 2020 53,556 $ 7.20 Granted - - Exercised - - Expired - - Warrants outstanding on September 30, 2021 53,556 $ 7.20 1.7 Warrants exercisable on September 30, 2021 53,556 $ 7.20 1.7 On September 30, 2021, the intrinsic value of outstanding warrants was zero . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS SCHEDULE OF DUE FROM RELATED PARTIES Due from related parties: September 30, 2021 December 31, 2020 (Unaudited) Accounts receivable, net Due from related party B (net of allowance of $ 41 and $ 8,025 as of September 30, 2021, and December 31, 2020, respectively) $ 41 $ 152,475 Due from related parties Due from related party B 4,223 - Due from related party D 406,298 - Due from related party G 1,256 2,320 Due from related party H 60,000 60,000 Total $ 471,818 $ 214,795 SCHEDULE OF DUE TO RELATED PARTIES Due to related parties: September 30, 2021 December 31, 2020 (Unaudited) Due to related party A $ 16,861 $ 586 Due to related party B 1,516 9,580 Due to related party I 2,534 - Due to related party J 702,881 744,428 Due to related party K 36,711 354,047 Total $ 760,503 $ 1,108,641 SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES For the nine months ended Related party revenue and expense transactions: 2021 2020 (Unaudited) (Unaudited) Service revenue from related parties - Related party A $ 85,112 $ 43,229 - Related party B 625,469 108,297 - Related party C 115 1,162 - Related party D 21,534 14,366 - Related party E 5,422 14,251 - Related party G 1,426 112 - Related party I 871 - Total $ 739,949 $ 181,417 Cost of service revenue to related parties - Related party B $ - $ 2,514 Total $ - $ 2,514 General and administrative expenses to related parties - Related party A $ 6,333 $ 4,234 - Related party B 2,896 2,900 - Related party D 644 - - Related party G - 1,186 Total $ 9,873 $ 8,320 Impairment of other investments with related parties: - Related party B $ 5,340,300 $ - Total $ 5,340,300 $ - Related party A is under common control of Mr. Loke Che Chan Gilbert, the Company’s CFO and a major shareholder. Related party B represents companies where the Company owns a percentage of the company (ranging from 1 % to 18 %). Related party C is controlled by a director of a wholly owned subsidiary of the Company. Related party D represents a company that we have determined that we can significantly influence based on our common business relationships. Related party E represents companies whose CEO is a consultant to the Company, and who is also a director of Aquarius Protection Fund, a shareholder in the Company. Related party F represents a family member of Mr. Loke Che Chan Gilbert, the Company’s CFO, and a major shareholder. Related party G is under common control of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder. Related party H represents a company in which we currently have an approximate 48 % equity-method investment. On September 30, 2021, and December 31, 2020, amounts due from Related party H are unsecured, bear no interest, and are payable upon demand. During 2018, the Company acquired 49 % of Related party H for total consideration of $ 368,265 . On December 31, 2018, the Company determined that its investments in Related party H was impaired and recorded an impairment of other investments of $ 368,265 . Related party I is controlled by a family member of Mr. Lee Chong Kung, the Company’s CEO, and a major shareholder. Related party J represents the noncontrolling interest in the Company’s subsidiary that owns its real estate held for sale. The amounts due to Related party J are unsecured, bear no interest, are payable on demand, and related to the initial acquisition of the real estate held for sale. Related party K represents shareholders and directors of the Company. Due to Related party K represents expenses paid by the shareholders or directors to third parties on behalf of the Company, are non-interest bearing, and are due on demand. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 10 - SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: service business and real estate business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. The Company operates two reportable business segments: ● Service business – provision of corporate advisory and business solution services ● Real estate business – leasing and trading of commercial real estate properties in Hong Kong and Malaysia The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories SCHEDULE OF SEGMENT INFORMATION For the nine months ended September 30, 2021 (Unaudited) Real estate Service Corporate Total Revenues $ 478,854 $ 1,715,555 $ - $ 2,194,409 Cost of revenues 289,088 256,905 - 545,993 Depreciation and amortization 116,107 3,371 7,111 126,589 Net income (loss) 106,543 (6,211,216 ) (6,868,716 ) (12,973,389 ) Total assets 2,449,546 9,069,452 11,360,460 22,879,458 Capital expenditures for long-lived assets $ - $ 35,638 $ - $ 35,638 For the nine months ended September 30, 2020 (Unaudited) Real estate Service Corporate Total Revenues $ 344,815 $ 1,551,783 $ - $ 1,896,598 Cost of revenues 250,800 252,687 - 503,487 Depreciation and amortization 113,553 72,366 7,591 193,510 Net income (loss) 71,060 (853,822 ) (452,717 ) (1,235,479 ) Total assets 2,407,537 4,938,386 4,100,892 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 (b) By Geography* For the nine months ended September 30, 2021 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,571,894 $ 455,387 $ 167,128 $ 2,194,409 Cost of revenues 352,688 177,644 15,661 545,993 Depreciation and amortization 10,217 25,094 91,278 126,589 Net income (loss) (12,652,570 ) 98,495 (419,314 ) (12,973,389 ) Total assets 18,752,763 1,210,013 2,916,682 22,879,458 Capital expenditures for long-lived assets $ 30,700 $ 2,062 $ 2,876 $ 35,638 For the nine months ended September 30, 2020 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,418,172 $ 364,361 $ 114,065 $ 1,896,598 Cost of revenues 364,171 138,316 1,000 503,487 Depreciation and amortization 78,947 25,412 89,151 193,510 Net loss (783,123 ) (68,705 ) (383,651 ) (1,235,479 ) Total assets 7,518,850 931,238 2,996,727 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 * Revenues and costs are attributed to countries based on the location where the entities operate. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2021, and 2020, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The Condensed Consolidated Balance Sheet information as of December 31, 2020, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K/A filed with the SEC on April 12, 2021. These financial statements should be read in conjunction with that report. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100% , the outside shareholders’ interests are shown as noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2021, the Company incurred a net loss of $12,973,389 and used cash in operations of $2,246,984 . These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2020, financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. |
COVID-19 outbreak | COVID-19 outbreak In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, and created significant volatility and disruption of financial markets |
Use of estimates | Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may differ from these estimates. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds. Restricted cash represents cash restricted for the loan collateral requirements as defined in a loan agreement and the minimum paid-up share capital requirement for insurance brokers specified under the Insurance Ordinance of Hong Kong. On September 30, 2021, and December 31, 2020, cash included funds held by employees of $33,630 and $10,911 , respectively, and was held to facilitate payment of expenses in local currencies and to facilitate third-party online payment platforms in which the Company had not set up corporate accounts (WeChat Pay and Alipay). SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH As of As of (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 5,298,233 $ 147,371 Denominated in Hong Kong Dollars 477,026 623,652 Denominated in Chinese Renminbi 86,648 270,014 Denominated in Malaysian Ringgit 148,592 45,716 Cash, cash equivalents, and restricted cash $ 6,010,499 $ 1,086,753 |
Revenue recognition | Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts |
Investments | Investments Investments in equity securities The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities On September 30, 2021, the Company had twenty-seven investments in equity securities without readily determinable fair values of related parties valued at $9,631,235 , from which ten investments in equity securities without readily determinable fair values of related parties had been fully impaired with carrying value of $nil (see Note 4). On December 31, 2020, the Company had nineteen investments in equity securities without readily determinable fair values of related parties valued at $6,829,660 , from which ten investments in equity securities without readily determinable fair values of related parties had been fully impaired with carrying value of $nil (see Note 4). |
Debt discount | Debt discount During the nine months ended September 30, 2021, the Company incurred $570,000 of debt discount related to the issuance of convertible promissory notes, as described in Note 6. The discount was amortized over the life of the convertible promissory notes and the Company recognized $206,342 of related amortization expense for the nine months ended September 30, 2021. |
Debt issuance costs | Debt issuance costs During the nine months ended September 30, 2021, the Company incurred direct costs associated with the issuance of convertible promissory notes, as described in Note 6, and recorded $290,000 of debt issuance costs as a discount to the convertible promissory notes and amortized over the life of the convertible promissory notes. The Company recognized $76,380 of related amortization expense for the nine months ended September 30, 2021. |
Derivative financial instruments | Derivative financial instruments Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging for derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate. |
Income (loss) per share | Income (loss) per share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of shares from stock warrants. For the three and nine months ended September 30, 2021, and 2020, the only outstanding Common Stock equivalents were warrants for 53,556 potentially dilutive shares outstanding. These warrants have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive and therefore, basic, and diluted net loss per share were the same. |
Foreign currency translation | Foreign currency translation The consolidated financial statements are presented in United States Dollars (“US$”), which is the functional and reporting currency of the Company. In addition, the Company’s operating subsidiaries maintain their books and records in their respective functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), Hong Kong Dollars (“HK$”) and Australian Dollars (“AU$”). In general, for consolidation purposes, assets, and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION As of and for the nine months ended 2021 2020 Period-end MYR: US$1 exchange rate 4.18 4.16 Period-average MYR: US$1 exchange rate 4.13 4.24 Period-end RMB: US$1 exchange rate 6.47 6.79 Period-average RMB: US$1 exchange rate 6.46 7.00 Period-end HK$: US$1 exchange rate 7.79 7.75 Period-average HK$: US$1 exchange rate 7.77 7.76 Period-end AU$: US$1 exchange rate 1.39 1.40 Period-average AU$: US$1 exchange rate 1.33 1.48 |
Fair value of financial instruments | Fair value of financial instruments The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities, income tax payable, deferred costs of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments. As of September 30, 2021, and December 31, 2020, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $12,564 and $1,189,786 , respectively (see Note 7). The following table sets forth a summary of the changes in the estimated fair value of our derivative during the nine-month period ended September 30, 2021: SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES Derivative liability Fair value as of December 31, 2020 $ 1,189,786 Net change in the fair value of derivative liability associated with warrants (67,422 ) Derecognition of derivative liability resulting from convertible note redemptions (1,109,800 ) Fair value as of September 30, 2021 (Unaudited) $ 12,564 |
Concentrations of risks | Concentrations of risks For the three months ended September 30, 2021, no customer accounted for 10% or more of the Company’s revenues. For the nine months ended September 30, 2021, two customers accounted for 32% ( 17% and 15% ) of revenues. For the three months ended September 30, 2020, one customer accounted for 37% of revenues. For the nine months ended September 30, 2020, two customers accounted for 31% ( 18% and 13% ) of revenues. For the period ended September 30, 2021, three customers accounted for 36% ( 13% , 13% and 10% ) of accounts receivable. For the period ended September 30, 2020, three customers accounted for 38% ( 16% , 11% and 11% ) of accounts receivable. For the three and nine months ended September 30, 2021, and 2020, no vendor accounted for 10% or more of the Company’s cost of revenues. For the period ended September 30, 2021, three vendors accounted for 67% ( 28% , 20% and 19% ) of accounts payable. For the period ended September 30, 2020, three vendors accounted for 59% ( 24% , 19% and 16% ) of accounts payable. |
Economic and political risks | Economic and political risks Substantially all the Company’s services are conducted in the Asian region, primarily in Hong Kong, Malaysia, and the People’s Republic of China (“PRC”). Among other risks, the Company’s operations in Malaysia are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
Recent accounting pronouncements | Recent accounting pronouncements The FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH As of As of (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 5,298,233 $ 147,371 Denominated in Hong Kong Dollars 477,026 623,652 Denominated in Chinese Renminbi 86,648 270,014 Denominated in Malaysian Ringgit 148,592 45,716 Cash, cash equivalents, and restricted cash $ 6,010,499 $ 1,086,753 |
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION | Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION As of and for the nine months ended 2021 2020 Period-end MYR: US$1 exchange rate 4.18 4.16 Period-average MYR: US$1 exchange rate 4.13 4.24 Period-end RMB: US$1 exchange rate 6.47 6.79 Period-average RMB: US$1 exchange rate 6.46 7.00 Period-end HK$: US$1 exchange rate 7.79 7.75 Period-average HK$: US$1 exchange rate 7.77 7.76 Period-end AU$: US$1 exchange rate 1.39 1.40 Period-average AU$: US$1 exchange rate 1.33 1.48 |
SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES | SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES Derivative liability Fair value as of December 31, 2020 $ 1,189,786 Net change in the fair value of derivative liability associated with warrants (67,422 ) Derecognition of derivative liability resulting from convertible note redemptions (1,109,800 ) Fair value as of September 30, 2021 (Unaudited) $ 12,564 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE BASED ON REVENUE BY SERVICE LINES AND REVENUE BY GEOGRAPHIC AREA | The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: SCHEDULE OF DISAGGREGATED REVENUE BASED ON REVENUE BY SERVICE LINES AND REVENUE BY GEOGRAPHIC AREA Three Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non listing services $ 378,856 $ 389,509 Corporate advisory – Listing services 20,000 101 Rental of real estate properties 30,510 35,630 Sale of real estate properties - 253,677 Total revenue $ 429,366 $ 678,917 Three Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 231,407 $ 506,699 Malaysia 172,546 133,107 China 25,413 39,111 Total revenue $ 429,366 $ 678,917 Nine Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non listing services $ 1,195,555 $ 1,196,297 Corporate advisory – Listing services 520,000 355,486 Rental of real estate properties 95,409 91,138 Sale of real estate properties 383,445 253,677 Total revenue $ 2,194,409 $ 1,896,598 Nine Months Ended 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 1,571,894 $ 1,418,172 Malaysia 455,387 364,361 China 167,128 114,065 Total revenue $ 2,194,409 $ 1,896,598 |
SCHEDULE OF CHANGES IN DEFERRED REVENUE | For service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation. Changes in deferred revenue were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Nine Months (Unaudited) Deferred revenue, January 1, 2021 $ 1,634,075 New contract liabilities 749,070 Performance obligations satisfied (520,000 ) Deferred revenue, September 30, 2021 $ 1,863,145 |
SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE | Deferred costs of revenue and deferred revenue as of September 30, 2021, and December 31, 2020, are classified as current assets and current liabilities, respectively as follows: SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE As of As of (Unaudited) Deferred costs of revenue $ 118,528 $ 81,246 Deferred revenue $ 1,863,145 $ 1,634,075 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSET ACQUIRED | SCHEDULE OF FAIR VALUE OF ASSET ACQUIRED 2021 Cash and cash equivalents $ 81,649 Goodwill 26,082 Total 107,731 Fair value of current liabilities (38,500 ) Purchase price $ 69,231 |
BUSINESS ACQUISITION PRO FORMA INFORMATION | BUSINESS ACQUISITION PRO FORMA INFORMATION For the nine For the nine (unaudited) (unaudited) Revenue $ 2,194,409 $ 1,896,598 Loss from operations (1,877,043 ) (1,240,618 ) Net loss (12,973,389 ) (1,235,479 ) Net loss per share $ (0.20 ) $ (0.02 ) |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF OTHER INVESTMENTS | SCHEDULE OF OTHER INVESTMENTS As of As of September 30, 2021 December 31, 2020 (Unaudited) (A) Investment in equity securities without readily determinable fair values of affiliates: (1) Greenpro Trust Limited (a related party) $ 51,613 $ 51,613 (2) Other related parties 9,579,622 6,413,547 (B) Stock option (a related party) - 364,500 Total $ 9,631,235 $ 6,829,660 (A) Investment in equity securities without readily determinable fair values of affiliates (related parties): |
SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES | On September 30, 2021, and December 31, 2020, the carrying values of equity securities without readily determinable fair values are as follows: SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES As of As of September 30, 2021 December 31, 2020 (Unaudited) Original cost $ 15,545,764 $ 7,039,389 Unrealized gains (losses) - - Provision for impairment or decline in value (5,914,529 ) (574,229 ) Equity securities without readily determinable fair values, net $ 9,631,235 $ 6,465,160 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Nine Months (Unaudited) Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations) $ 133,002 Other Information Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2021 $ 126,146 Weighted average remaining lease term – operating leases (in years) 1.46 Average discount rate – operating leases 4.0 % |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES | The supplemental balance sheet information related to leases for the period is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES As of (Unaudited) Operating leases Long-term right-of-use assets $ 121,778 Short-term operating lease liabilities $ 88,884 Long-term operating lease liabilities 41,571 Total operating lease liabilities $ 130,455 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of the Company’s lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Year Ending Operating Leases (Unaudited) 2021 (remaining 3 months) $ 23,121 2022 92,484 2023 18,895 Total lease payments 134,500 Total lease payments 134,500 Less: Imputed interest/present value discount (4,045 ) Present value of lease liabilities $ 130,455 |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | On September 30, 2021, and December 31, 2020, carrying values of the short-term convertible notes are as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES September 30, 2021 December 31, 2020 (Unaudited) Face value of convertible notes $ 7,860,000 $ 1,790,000 Additional 25 % to Outstanding Balance due to non-fulfillment of use of proceeds requirements 1,106,488 - Initial discount (286,756 ) (174,878 ) Discount related to debt issuance costs (200,410 ) (123,220 ) Discount related to beneficial conversion feature (1,896,160 ) (943,584 ) Discount related to put options (327,631 ) (405,845 ) Discount related to conversion option (177,157 ) - Redemptions (5,907,638 ) - Net convertible notes payable 170,736 142,473 Accrued interest during the period / year 119,375 38,742 Carrying value of convertible notes payable $ 290,111 $ 181,215 |
SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE | Summary of convertible debt’s interest expense is as follows: SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE (Unaudited) (Unaudited) Three Months Nine Months (Unaudited) (Unaudited) Coupon interest $ 130,493 $ 459,004 Amortization of discount on convertible notes 46,265 206,342 Amortization of debt issuance costs 19,421 76,380 Interest expense associated with conversion of notes 553,571 2,254,480 Interest expense associated with accretion of convertible notes payable - 8,561,440 Interest expense due to non-fulfillment of use of proceeds requirements 1,232 1,106,488 Additional charge for early redemption - 235,536 Total $ 750,982 $ 12,899,670 |
SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT | Contractual maturity and carry value of the convertible debt are as follows: SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT Period ending September 30, 2022 $ 1,261,481 Less: Interest (971,370 ) Carrying value $ 290,111 |
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES | Components and costs of two convertible promissory notes issued during the period ended September 30, 2021, are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES Nine Months (Unaudited) Original Principal Amount $ 6,070,000 Less: Original issue discount (OID) (550,000 ) Less: Transaction Expense Amount (20,000 ) Purchase Price 5,500,000 Less: Broker Fee (290,000 ) Net proceeds $ 5,210,000 |
At Issuance October 13, 2020 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At issuance date of October 13, 2020, net carrying value of three short-term convertible notes is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance October 13, 2020 Face value of convertible notes $ 1,790,000 Initial discount (190,000 ) Discount related to debt issuance costs (130,000 ) Discount related to beneficial conversion feature (995,500 ) Discount related to put options (474,500 ) Net carrying value of convertible notes payable $ - |
At Issuance January 8, 2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At issuance date of January 8, 2021, net carrying value of a short-term convertible note is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance January 8, 2021 (Unaudited) Face value of convertible note $ 1,660,000 Initial discount (160,000 ) Discount related to debt issuance costs (90,000 ) Discount related to beneficial conversion feature (1,410,000 ) Net carrying value of convertible note payable $ - |
At Issuance February 11, 2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At issuance date of February 11, 2021, net carrying value of a short-term convertible note is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance February 11, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Initial discount (410,000 ) Discount related to debt issuance costs (200,000 ) Discount related to conversion option (3,800,000 ) Net carrying value of convertible notes payable $ - |
At Repayment Date February 26, 2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | On February 26, 2021 (the Repayment Date), net carrying value of a short-term convertible note issued on February 11, 2021, is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Repayment Date February 26, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Accrued interest from February 11 to February 25, 2021 15,952 Outstanding Balance (before additional 25 %) 4,425,952 Face value of convertible note $ 4,410,000 Additional 25 % to Outstanding Balance due to non-fulfillment of use of proceeds requirements 1,106,488 Outstanding Balance (after additional 25 %) 5,516,488 Initial discount (403,736 ) Discount related to debt issuance costs (197,680 ) Discount related to conversion option (3,737,248 ) Discount related to beneficial conversion feature (1,065,380 ) Net carrying value of convertible notes payable $ 112,444 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES As of As of September 30, 2021 December 31, 2020 (Unaudited) Fair value of warrants $ 12,564 $ 79,986 Fair value of options associated with convertible promissory notes - 1,109,800 Total $ 12,564 $ 1,189,786 |
Black-Scholes-Merton [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS | The derivative liabilities related to warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of September 30, 2021 December 31, 2020 (Unaudited) Risk-free interest rate $ 2.1 % $ 1.7 % Expected volatility 176 % 181 % Contractual life (in years) 1.7 years 2.4 years Expected dividend yield - % - % Fair value of warrants $ 12,564 $ 79,986 |
Trinomial Options Pricing Model [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS | The Company estimated the fair value of derivative liabilities using the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of September 30, 2021 December 31, 2020 (Unaudited) Risk free rate - % 0.11 % Fair value of underlying stock $ - $ 2.05 Expected term (in years) - 1.28 Stock price volatility - % 206.17 % Expected dividend yield - % - % Fair value of options $ - $ 1,109,800 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
SUMMARY OF WARRANTS ACTIVITY | SUMMARY OF WARRANTS ACTIVITY Remaining Number Contractual of Exercise Life Shares Price (in Years) Warrants outstanding on December 31, 2020 53,556 $ 7.20 Granted - - Exercised - - Expired - - Warrants outstanding on September 30, 2021 53,556 $ 7.20 1.7 Warrants exercisable on September 30, 2021 53,556 $ 7.20 1.7 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DUE FROM RELATED PARTIES | SCHEDULE OF DUE FROM RELATED PARTIES Due from related parties: September 30, 2021 December 31, 2020 (Unaudited) Accounts receivable, net Due from related party B (net of allowance of $ 41 and $ 8,025 as of September 30, 2021, and December 31, 2020, respectively) $ 41 $ 152,475 Due from related parties Due from related party B 4,223 - Due from related party D 406,298 - Due from related party G 1,256 2,320 Due from related party H 60,000 60,000 Total $ 471,818 $ 214,795 |
SCHEDULE OF DUE TO RELATED PARTIES | SCHEDULE OF DUE TO RELATED PARTIES Due to related parties: September 30, 2021 December 31, 2020 (Unaudited) Due to related party A $ 16,861 $ 586 Due to related party B 1,516 9,580 Due to related party I 2,534 - Due to related party J 702,881 744,428 Due to related party K 36,711 354,047 Total $ 760,503 $ 1,108,641 |
SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES | SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES For the nine months ended Related party revenue and expense transactions: 2021 2020 (Unaudited) (Unaudited) Service revenue from related parties - Related party A $ 85,112 $ 43,229 - Related party B 625,469 108,297 - Related party C 115 1,162 - Related party D 21,534 14,366 - Related party E 5,422 14,251 - Related party G 1,426 112 - Related party I 871 - Total $ 739,949 $ 181,417 Cost of service revenue to related parties - Related party B $ - $ 2,514 Total $ - $ 2,514 General and administrative expenses to related parties - Related party A $ 6,333 $ 4,234 - Related party B 2,896 2,900 - Related party D 644 - - Related party G - 1,186 Total $ 9,873 $ 8,320 Impairment of other investments with related parties: - Related party B $ 5,340,300 $ - Total $ 5,340,300 $ - |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT INFORMATION | The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories SCHEDULE OF SEGMENT INFORMATION For the nine months ended September 30, 2021 (Unaudited) Real estate Service Corporate Total Revenues $ 478,854 $ 1,715,555 $ - $ 2,194,409 Cost of revenues 289,088 256,905 - 545,993 Depreciation and amortization 116,107 3,371 7,111 126,589 Net income (loss) 106,543 (6,211,216 ) (6,868,716 ) (12,973,389 ) Total assets 2,449,546 9,069,452 11,360,460 22,879,458 Capital expenditures for long-lived assets $ - $ 35,638 $ - $ 35,638 For the nine months ended September 30, 2020 (Unaudited) Real estate Service Corporate Total Revenues $ 344,815 $ 1,551,783 $ - $ 1,896,598 Cost of revenues 250,800 252,687 - 503,487 Depreciation and amortization 113,553 72,366 7,591 193,510 Net income (loss) 71,060 (853,822 ) (452,717 ) (1,235,479 ) Total assets 2,407,537 4,938,386 4,100,892 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 (b) By Geography* For the nine months ended September 30, 2021 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,571,894 $ 455,387 $ 167,128 $ 2,194,409 Cost of revenues 352,688 177,644 15,661 545,993 Depreciation and amortization 10,217 25,094 91,278 126,589 Net income (loss) (12,652,570 ) 98,495 (419,314 ) (12,973,389 ) Total assets 18,752,763 1,210,013 2,916,682 22,879,458 Capital expenditures for long-lived assets $ 30,700 $ 2,062 $ 2,876 $ 35,638 For the nine months ended September 30, 2020 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,418,172 $ 364,361 $ 114,065 $ 1,896,598 Cost of revenues 364,171 138,316 1,000 503,487 Depreciation and amortization 78,947 25,412 89,151 193,510 Net loss (783,123 ) (68,705 ) (383,651 ) (1,235,479 ) Total assets 7,518,850 931,238 2,996,727 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 * Revenues and costs are attributed to countries based on the location where the entities operate. |
SCHEDULE OF CASH, CASH EQUIVALE
SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 6,010,499 | $ 1,086,753 |
United States Dollars [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 5,298,233 | 147,371 |
Hong Kong Dollars [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 477,026 | 623,652 |
Chinese Renminbi [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 86,648 | 270,014 |
Malaysian Ringgit [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 148,592 | $ 45,716 |
SCHEDULE OF FOREIGN CURRENCIES
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION (Details) | Sep. 30, 2021 | Sep. 30, 2020 |
Period-End MYR : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 4.18 | 4.16 |
Period-Average MYR : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 4.13 | 4.24 |
Period-End RMB : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 6.47 | 6.79 |
Period-Average RMB : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 6.46 | 7 |
Period-End /Average HK$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 7.79 | 7.75 |
Period-Average HK$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 7.77 | 7.76 |
Period-End AU$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 1.39 | 1.40 |
Period-Average AU$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 1.33 | 1.48 |
SCHEDULE OF FAIR VALUE OF EMBED
SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair value at beginning of period | $ 1,189,786 |
Net change in the fair value of derivative liability associated with warrants | (67,422) |
Derecognition of derivative liability resulting from convertible note redemptions | (1,109,800) |
Fair value at end of period | $ 12,564 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)Integer | Sep. 30, 2020USD ($)Integer | Jun. 30, 2020Integer | Sep. 30, 2021USD ($)Integer | Sep. 30, 2020USD ($)Integershares | Dec. 31, 2020USD ($) | |
Product Information [Line Items] | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 6,044,982 | $ 429,749 | $ 12,973,389 | $ 1,235,479 | ||
Net Cash Provided by (Used in) Operating Activities | 2,246,984 | 845,125 | ||||
Funds held by employees | $ 33,630 | $ 33,630 | $ 10,911 | |||
Ownership percentage in investments | 20.00% | 20.00% | ||||
Other Investments | $ 9,631,235 | $ 9,631,235 | 6,829,660 | |||
Amortization expense debt discount | 570,000 | |||||
Amortization of Debt Discount (Premium) | 46,265 | 206,342 | ||||
Amortization expense debt issuance costs | 290,000 | |||||
Amortization of Debt Issuance Costs | 19,421 | 76,380 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 53,556 | |||||
Derivative Assets (Liabilities), at Fair Value, Net | $ 12,564 | $ 12,564 | $ 1,189,786 | |||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Number of customer | Integer | 0 | |||||
Concentration Risk, Percentage | 10.00% | |||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Number of customer | Integer | 2 | 2 | ||||
Concentration Risk, Percentage | 32.00% | 31.00% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 17.00% | 18.00% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 15.00% | 13.00% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Number of customer | Integer | 1 | |||||
Concentration Risk, Percentage | 37.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 13.00% | 16.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 13.00% | 11.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Number of customer | Integer | 3 | 3 | ||||
Concentration Risk, Percentage | 36.00% | 38.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 11.00% | ||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Three Vendors [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 67.00% | 59.00% | ||||
Number of vendor | Integer | 3 | 3 | ||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 28.00% | 24.00% | ||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 20.00% | 19.00% | ||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 19.00% | 16.00% | ||||
Maximum [Member] | ||||||
Product Information [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE BASED ON REVENUE BY SERVICE LINES AND REVENUE BY GEOGRAPHIC AREA (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 429,366 | $ 678,917 | $ 2,194,409 | $ 1,896,598 | ||
HONG KONG | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 231,407 | 506,699 | 1,571,894 | [1] | 1,418,172 | [1] |
MALAYSIA | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 172,546 | 133,107 | 455,387 | [1] | 364,361 | [1] |
CHINA | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 25,413 | 39,111 | 167,128 | [1] | 114,065 | [1] |
Corporate Advisory - Non-IPO Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 378,856 | 389,509 | 1,195,555 | 1,196,297 | ||
Corporate Advisory - Listing Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 20,000 | 101 | 520,000 | 355,486 | ||
Rental of Real Estate Properties [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 30,510 | 35,630 | 95,409 | 91,138 | ||
Sales of Real Estate Held For Sale [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 253,677 | $ 383,445 | $ 253,677 | |||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
SCHEDULE OF CHANGES IN DEFERRED
SCHEDULE OF CHANGES IN DEFERRED REVENUE (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue, beginning of period | $ 1,634,075 |
New contract liabilities | 749,070 |
Performance obligations satisfied | (520,000) |
Deferred revenue, end of period | $ 1,863,145 |
SCHEDULE OF DEFERRED REVENUE AN
SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred costs of revenue | $ 118,528 | $ 81,246 |
Deferred revenue | $ 1,863,145 | $ 1,634,075 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSET ACQUIRED (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 345,808 | $ 319,726 |
G C V S B [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 81,649 | |
Goodwill | 26,082 | |
Total | 107,731 | |
Fair value of current liabilities | (38,500) | |
Purchase price | $ 69,231 |
BUSINESS ACQUISITION PRO FORMA
BUSINESS ACQUISITION PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ (2,194,409) | $ (1,896,598) |
Loss from operations | (1,877,043) | (1,240,618) |
Net loss | $ (12,973,389) | $ (1,235,479) |
Net loss per share | $ (0.20) | $ (0.02) |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) | Jun. 22, 2020MYR (RM)shares | Jun. 26, 2019shares | Jul. 31, 2021USD ($) | Jul. 31, 2021MYR (RM) | Jun. 26, 2021USD ($) | Jun. 26, 2021MYR (RM) |
Director One [Member] | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||
Sale of Stock, Consideration Received on Transaction | RM | RM 51,000 | |||||
Director Two [Member] | ||||||
Equity Method Investment, Ownership Percentage | 49.00% | |||||
Sale of Stock, Consideration Received on Transaction | RM | RM 49,000 | |||||
Director [Member] | ||||||
Business Combination, Consideration Transferred | $ 40 | RM 167 | ||||
Business Combination, Acquired Receivables, Description | redeemed 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of GCVSB by issuance of 79,530 shares of the Company’s Common Stock valued at $69,191 or $0.87 per share. Total consideration of the acquisition was $69,231. The Company acquired GCVSB to expand its business consulting services. | redeemed 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of GCVSB by issuance of 79,530 shares of the Company’s Common Stock valued at $69,191 or $0.87 per share. Total consideration of the acquisition was $69,231. The Company acquired GCVSB to expand its business consulting services. | ||||
Common Stock [Member] | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||
Sale of Stock, Number of Shares Issued in Transaction | 51,000 | |||||
Sale of Stock, Consideration Received on Transaction | $ 12 | RM 51 | ||||
Common Stock [Member] | Director One [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 51,000 | |||||
Common Stock [Member] | Director Two [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 49,000 |
SCHEDULE OF OTHER INVESTMENTS (
SCHEDULE OF OTHER INVESTMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
[custom:StockOptionRelatedParty-0] | $ 364,500 | |
Other Investments | 9,631,235 | 6,829,660 |
Other Related Parties [Member] | ||
Other-related party | 9,579,622 | 6,413,547 |
Greenpro Trust Limited (a related party) [Member] | ||
Investments | $ 51,613 | $ 51,613 |
SCHEDULE OF CARRYING VALUES OF
SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Original cost | $ 15,545,764 | $ 7,039,389 |
Unrealized gains (losses) | ||
Provision for impairment or decline in value | (5,914,529) | (574,229) |
Equity securities without readily determinable fair values, net | $ 9,631,235 | $ 6,465,160 |
OTHER INVESTMENTS (Details Narr
OTHER INVESTMENTS (Details Narrative) - USD ($) | Sep. 30, 2021 | Sep. 27, 2021 | Aug. 27, 2021 | Jul. 30, 2021 | Jul. 13, 2021 | Jun. 02, 2021 | Apr. 07, 2021 | Feb. 26, 2021 | Feb. 19, 2021 | Feb. 17, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Dec. 11, 2020 | Oct. 19, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 26, 2019 |
Related party investments | $ 2,094,300 | $ 0 | $ 5,340,300 | $ 0 | ||||||||||||||||
[custom:CostMethodInvestment-0] | $ 9,631,235 | 9,631,235 | 9,631,235 | $ 6,465,160 | ||||||||||||||||
Other Investments | 9,631,235 | 9,631,235 | 9,631,235 | 6,829,660 | ||||||||||||||||
Imapired and revalued investments | $ 1,865,700 | 1,865,700 | 1,865,700 | |||||||||||||||||
Impairment loss | 5,340,300 | |||||||||||||||||||
Other than Temporary Impairment Losses, Investments | $ 2,094,300 | $ 5,340,300 | $ 0 | |||||||||||||||||
Innovest Energy Fund [Member] | ||||||||||||||||||||
Share Price | $ 2.402 | |||||||||||||||||||
Subscription fee | $ 144,120 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||||||||||||||||
Common Stock [Member] | Innovest Energy Fund [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 60,000 | |||||||||||||||||||
First Bullion Holdings Inc [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 200,000 | |||||||||||||||||||
Share Price | $ 1.458 | $ 1.458 | $ 1.458 | |||||||||||||||||
Other Investments | $ 2,289,500 | $ 2,289,500 | $ 2,289,500 | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 10.00% | 10.00% | 10.00% | |||||||||||||||||
Business Combination, Consideration Transferred | $ 1,000,000 | |||||||||||||||||||
Investment Owned, Balance, Shares | 360,000 | 360,000 | 360,000 | |||||||||||||||||
First Bullion Holdings Inc [Member] | Common Stock [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 685,871 | |||||||||||||||||||
First Bullion Holdings Inc [Member] | Common Stock [Member] | Two Designees Mr Tang [Member] | ||||||||||||||||||||
Share Price | $ 2.70 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 342,592 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 925,000 | |||||||||||||||||||
Simson Wellness Tech, Corp [Member] | Common Stock [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 5,000,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 500 | |||||||||||||||||||
Share Price | $ 0.0001 | |||||||||||||||||||
Other Investments | $ 500 | |||||||||||||||||||
Jocom Holdings Corp [Member] | Common Stock [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 1,500,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 150 | |||||||||||||||||||
Share Price | $ 0.0001 | |||||||||||||||||||
Other Investments | $ 150 | |||||||||||||||||||
72 Technology Group Limited [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 600,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 6,000 | |||||||||||||||||||
Other Investments | $ 6,000 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.01 | |||||||||||||||||||
Ata Global Inc [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 2,250,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 225 | |||||||||||||||||||
Other Investments | $ 225 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.0001 | |||||||||||||||||||
Cat This Holdings Corp [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 2,000,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 200 | |||||||||||||||||||
Other Investments | $ 200 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.0001 | |||||||||||||||||||
Fruita Bio Limited [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 10,000,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 1,000 | |||||||||||||||||||
Other Investments | $ 1,000 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.0001 | |||||||||||||||||||
Subscription Agreement [Member] | Innovest Energy Fund [Member] | ||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 7,206,000 | |||||||||||||||||||
Subscription Agreement [Member] | Innovest Energy Fund [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 3,000,000 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 7,206,000 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.0001 | |||||||||||||||||||
Subscription Agreement [Member] | Common Stock [Member] | Innovest Energy Fund [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 3,000,000 | |||||||||||||||||||
Subscription Agreement [Member] | Angkasa-X Holdings Corp [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 28,000,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ 2,800 | |||||||||||||||||||
Share Price | $ 0.0001 | |||||||||||||||||||
Other Investments | $ 2,800 | |||||||||||||||||||
Stock Purchase and Option Agreement [Member] | First Bullion Holdings Inc [Member] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 160,000 | |||||||||||||||||||
Shares Purchase Agreement [Member] | First Bullion Holdings Inc [Member] | ||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 8.00% | |||||||||||||||||||
Shares Purchase Agreement [Member] | First Bullion Holdings Inc [Member] | ||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 20,000,000 | |||||||||||||||||||
Stock Purchase and Option Agreement [Member] | First Bullion Holdings Inc [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 250,000 | |||||||||||||||||||
Stock Purchase and Option Agreement [Member] | First Bullion Holdings Inc [Member] | Common Stock [Member] | ||||||||||||||||||||
Share Price | $ 1.458 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 342,592 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 364,500 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Operating Leases | |
Operating lease cost (included in general and administrative expenses in the Company's unaudited condensed statement of operations) | $ 133,002 |
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2021 | $ 126,146 |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 5 months 15 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.00% |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Long-term right-of-use assets | $ 121,778 | $ 85,133 |
Short-term operating lease liabilities | 88,884 | 86,975 |
Long-term operating lease liabilities | 41,571 | |
Total operating lease liabilities | $ 130,455 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | Sep. 30, 2021USD ($) |
Operating Leases | |
2021 (remaining 6 months) | $ 23,121 |
2022 | 92,484 |
2023 | 18,895 |
Total lease payments | 134,500 |
Less: Imputed interest/present value discount | (4,045) |
Present value of lease liabilities | $ 130,455 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease term description | The Company does not have any other leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. | |||
Operating Lease, Expense | $ 25,580 | $ 73,652 | $ 153,148 | $ 245,682 |
HONG KONG | ||||
Lessee, Operating Lease, Term of Contract | 17 months 15 days | 17 months 15 days | ||
MALAYSIA | ||||
Lessee, Operating Lease, Term of Contract | 6 months | 6 months |
SCHEDULE OF CARRYING VALUE OF S
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES (Details) - USD ($) | Sep. 30, 2021 | Feb. 26, 2021 | Feb. 11, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Oct. 13, 2020 |
Short-term Debt [Line Items] | ||||||
Face value of convertible notes | $ 6,070,000 | $ 4,410,000 | ||||
Initial discount | (550,000) | (400,000) | ||||
Face value of convertible note | $ 4,410,000 | |||||
Net convertible notes payable | 170,736 | $ 142,473 | ||||
Short-Term Convertible Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Face value of convertible notes | 7,860,000 | 4,410,000 | 4,410,000 | $ 1,660,000 | 1,790,000 | $ 1,790,000 |
Initial discount | (286,756) | (403,736) | (410,000) | (160,000) | (174,878) | (190,000) |
Discount related to debt issuance costs | (200,410) | (197,680) | (200,000) | (90,000) | (123,220) | (130,000) |
Discount related to beneficial conversion feature | (1,896,160) | (1,065,380) | (1,410,000) | (943,584) | (995,500) | |
Discount related to put options | (327,631) | (405,845) | (474,500) | |||
Net carrying value of convertible notes payable | 290,111 | 112,444 | 181,215 | |||
Discount related to conversion option | (177,157) | (3,737,248) | $ (3,800,000) | |||
Accrued interest | 119,375 | 15,952 | 38,742 | |||
Outstanding Balance (before additional 25%) | 4,425,952 | |||||
Additional 25% to Outstanding Balance due to non-fulfillment of use of proceeds requirements | 1,106,488 | 1,106,488 | ||||
Outstanding Balance (after additional 25%) | $ 5,516,488 | |||||
Redemptions | (5,907,638) | |||||
Net convertible notes payable | $ 170,736 | $ 142,473 |
SCHEDULE OF CARRYING VALUE OF_2
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES (Details) (Parenthetical) | Feb. 26, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
[custom:DebtInstrumentOutstandingPercentage-0] | 0.25 | |
[custom:DebtInstrumentAdditionalOutstandingPercentage-0] | 0.25 | 0.25 |
SUMMARY OF CONVERTIBLE DEBT'S I
SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |||
Coupon interest | $ 130,493 | $ 459,004 | |
Amortization of discount on convertible notes | 46,265 | 206,342 | |
Amortization of debt issuance costs | 19,421 | 76,380 | |
Interest expense associated with conversion of notes | 553,571 | 2,254,480 | |
Interest expense associated with accretion of convertible notes payable | 8,561,440 | ||
Interest expense due to non-fulfillment of use of proceeds requirements | 1,232 | 1,106,488 | |
Additional charge for early redemption | 235,536 | ||
Total | $ 750,982 | $ 12,899,670 |
SCHEDULE OF MATURITIES OF CONVE
SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT (Details) - Convertible Debt [Member] | Sep. 30, 2021USD ($) |
Short-term Debt [Line Items] | |
2022 | $ 1,261,481 |
Less: Interest | (971,370) |
Carrying value | $ 290,111 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Feb. 11, 2021 | |
Debt Disclosure [Abstract] | ||
Original Principal Amount | $ 6,070,000 | $ 4,410,000 |
Less: Original issue discount (OID) | (550,000) | (400,000) |
Less: Transaction Expense Amount | (20,000) | $ (10,000) |
Purchase Price | 5,500,000 | |
Less: Broker Fee | (290,000) | |
Net proceeds | $ 5,210,000 |
CONVERTIBLE NOTES PAYABLE, NE_2
CONVERTIBLE NOTES PAYABLE, NET (Details Narrative) - USD ($) | Apr. 19, 2021 | Apr. 16, 2021 | Apr. 14, 2021 | Feb. 17, 2021 | Feb. 11, 2021 | Jan. 14, 2021 | Jan. 08, 2021 | Oct. 13, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 08, 2021 | Aug. 31, 2021 | Aug. 20, 2021 | Jul. 14, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 4,410,000 | $ 6,070,000 | $ 6,070,000 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 400,000 | 550,000 | 550,000 | |||||||||||||
Payments for Brokerage Fees | 290,000 | |||||||||||||||
Amortization of Debt Discount (Premium) | 46,265 | 206,342 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | |||||||||||||||
Repayments of Convertible Debt | 1,120,000 | |||||||||||||||
Period-Average MYR : US$1 Exchange Rate [Member] | 5,500,000 | |||||||||||||||
Debt Issuance Costs, Net | $ 10,000 | 20,000 | 20,000 | |||||||||||||
Proceeds from Convertible Debt | 5,210,000 | |||||||||||||||
Redemption charge | $ 235,536 | |||||||||||||||
Securities Purchase Agreement [Member] | Streeterville [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | 4,410,000 | $ 1,660,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | 400,000 | $ 150,000 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | |||||||||||||||
Legal Fees | $ 10,000 | |||||||||||||||
Period-Average MYR : US$1 Exchange Rate [Member] | 1,500,000 | |||||||||||||||
Debt Issuance Costs, Net | $ 10,000 | $ 10,000 | ||||||||||||||
Proceeds from Convertible Debt | $ 1,410,000 | |||||||||||||||
Cumulative net operating losses | 120.00% | 120.00% | ||||||||||||||
Redemption description. | The note may be redeemed by Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $962,500, convertible into shares of Common Stock at a conversion price equal to the lesser of (i) $1.50 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the agreement, Streeterville was granted a “most favored nations” right | The note may be redeemed by Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $350,000, convertible into shares of Common Stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the agreement, Streeterville was granted a “most favored nations” right | ||||||||||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | Events of Default under the note include the same Events of Default listed above under the description of the Streeterville convertible note financing on January 8, 2021. In the case of an Event of Default, interest shall accrue under the note at the annual rate of | Events of default (“Events of Default”) under the note include but are not limited to: (a) failure to pay any principal, interest, fees, charges, or any other amount when due; (b) failure to deliver any conversion shares in accordance with the terms of the note; (c) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Company becomes insolvent; (e) Company makes a general assignment for the benefit of creditors; (f) Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Company in the note or in any other transaction document; (h) any representation, warranty or other statement made or furnished by or on behalf of Company is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction (as defined in the note) without Streeterville’s prior written consent; (j) Company fails to reserve a sufficient number of shares to issue upon conversion of the note; (k) Company effectuates a reverse split of its Common Stock without twenty trading days prior written notice to Streeterville; (l) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty calendar days unless otherwise consented to by Streeterville; (m) the Company fails to be DWAC eligible; (n) the Company fails to observe or perform any covenant set forth in Section 4 of the agreement; or (o) the Company, any affiliate of the Company, or any pledgor, trustor, or guarantor of the note breaches any covenant or other term or condition contained in any other financing or material agreements. In the case of an Event of Default, interest shall accrue under the note at the annual rate of | ||||||||||||||
Debt Instrument, Interest Rate During Period | 22.00% | 22.00% | ||||||||||||||
Streeterville [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount | 267,451 | $ 267,451 | $ 1,647,527 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.43995 | $ 0.621675 | $ 0.621675 | |||||||||||||
Convertible Debt [Member] | Streeterville Capital, LLC [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 670,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 704,738 | |||||||||||||||
Accrued interest | $ 34,738 | |||||||||||||||
Repayments of Convertible Debt | $ 704,738 | |||||||||||||||
Convertible Debt [Member] | Granite Global Value Investments Ltd [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 120.00% | |||||||||||||||
Redemption Charges | $ 235,536 | |||||||||||||||
Repayments of Convertible Debt | 707,515 | |||||||||||||||
Convertible Debt [Member] | First Fire Global Opportunities Fund LLC [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Repayments of Convertible Debt | $ 705,600 | |||||||||||||||
Convertible Debt [Member] | First Fire and Granite [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,120,000 | |||||||||||||||
Accrued interest | 57,579 | |||||||||||||||
Redemption Charges | 235,536 | |||||||||||||||
Three Unsecured Convertible Promissory Notes [Member] | Investors [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,790,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | 190,000 | |||||||||||||||
Payments for Brokerage Fees | $ 130,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||
Debt Instrument, Maturity Date, Description | contractual maturity of 18 months since the issuance | |||||||||||||||
Debt Instrument, Periodic Payment | $ 108,000 | |||||||||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 0.75 | |||||||||||||||
[custom:PrincipalValueAndAccruedInterestPercentage] | 120.00% | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,790,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 995,500 | |||||||||||||||
Two Promissory Notes [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 408,800 | |||||||||||||||
Proceeds from Issuance of Debt | 148,000 | |||||||||||||||
Other Promissory Note [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 489,100 | |||||||||||||||
Proceeds from Issuance of Debt | 178,500 | |||||||||||||||
Promissory Notes [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 1,306,700 | |||||||||||||||
Proceeds from Issuance of Debt | 474,500 | |||||||||||||||
Amortization of Debt Discount (Premium) | $ 832,200 | |||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 729,300 | 729,300 | $ 3,669,500 | |||||||||||||
Convertible Promissory Notes [Member] | Streeterville [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | 1,660,000 | $ 4,000,000 | $ 5,078,301 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.621675 | $ 0.752175 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,786,819 | |||||||||||||||
Accrued interest | $ 102,857 | |||||||||||||||
Repayments of Notes Payable | $ 1,762,857 | |||||||||||||||
Convertible Promissory Notes [Member] | Streeterville [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | 1,660,000 | |||||||||||||||
Accrued interest | 102,857 | |||||||||||||||
Convertible Promissory Notes [Member] | Streeterville [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,078,301 | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 8,463,423 | |||||||||||||||
Accrued interest | $ 183,198 | |||||||||||||||
Repayments of Convertible Debt | 5,261,499 | |||||||||||||||
Convertible Promissory Notes [Member] | Streeterville [Member] | October 6 and October 8, 2021 [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 438,187 | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,270,024 | |||||||||||||||
Accrued interest | $ 120,560 | |||||||||||||||
Repayments of Convertible Debt | 558,747 | |||||||||||||||
Convertible Promissory Notes [Member] | Investors [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Note outstanding percentage | 25.00% | |||||||||||||||
Convertible Notes Financing [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Payments for Brokerage Fees | $ 200,000 | |||||||||||||||
Proceeds from Issuance of Debt | $ 3,800,000 | |||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | 1,120,000 | |||||||||||||||
Accrued interest | 57,579 | |||||||||||||||
Repayments of Convertible Debt | 1,413,115 | |||||||||||||||
Convertible Notes [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 7,408,301 | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 11,954,980 | |||||||||||||||
Accrued interest | $ 320,793 | |||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 7,729,094 | |||||||||||||||
Remaining Convertible Notes [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt Instrument, Periodic Payment | 438,187 | |||||||||||||||
Accrued interest | $ 119,375 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total | $ 12,564 | $ 1,189,786 |
Fair Value of Warrants [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total | 12,564 | 79,986 |
Fair Value of Options Associated with Convertible Promissory Notes [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total | $ 1,109,800 |
SCHEDULE OF ESTIMATED DERIVATIV
SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)Integer | |
Black-Scholes-Merton [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair Value of warrants | $ 12,564 | $ 79,986 |
Black-Scholes-Merton [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 2.1 | 1.7 |
Black-Scholes-Merton [Member] | Measurement Input, Price Volatility [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 176 | 181 |
Black-Scholes-Merton [Member] | Measurement Input, Expected Term [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
[custom:DerivativeLiabilityMeasurementInputTerm] | 1 year 8 months 12 days | 2 years 4 months 24 days |
Black-Scholes-Merton [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | ||
Trinomial Option Pricing Model [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value of options | $ 1,109,800 | |
Trinomial Option Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0.11 | |
Trinomial Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 206.17 | |
Trinomial Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
[custom:DerivativeLiabilityMeasurementInputTerm] | 0 years | 1 year 3 months 10 days |
Trinomial Option Pricing Model [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | ||
Trinomial Option Pricing Model [Member] | Fair Value of Underlying Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 2.05 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | Apr. 19, 2021 | Apr. 16, 2021 | Apr. 14, 2021 | Feb. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 08, 2021 | Aug. 31, 2021 | Aug. 20, 2021 | Jul. 14, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 53,556 | 53,556 | 53,556 | |||||||||||
[custom:DecreaseInFairValueOfDerivativeLiabilities] | $ 67,422 | |||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 27,678 | $ 11,804 | 67,422 | $ (28,149) | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | |||||||||||||
Repayments of Convertible Debt | 1,120,000 | |||||||||||||
Derivative, Fair Value, Net | 12,564 | 12,564 | $ 1,189,786 | |||||||||||
Fair Value, Inputs, Level 3 [Member] | Trinomial Option Pricing Model [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Derivative, Fair Value, Net | 0 | $ 0 | 1,109,800 | |||||||||||
Convertible Promissory Notes [Member] | Streeterville [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.621675 | $ 0.752175 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,786,819 | |||||||||||||
Debt Instrument, Periodic Payment | $ 1,660,000 | $ 4,000,000 | $ 5,078,301 | |||||||||||
Debt Instrument, Increase, Accrued Interest | 102,857 | |||||||||||||
Repayments of Notes Payable | 1,762,857 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Repayments of Convertible Debt | 1,413,115 | |||||||||||||
Debt Instrument, Periodic Payment | 1,120,000 | |||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 57,579 | |||||||||||||
Streeterville [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.43995 | $ 0.621675 | $ 0.621675 | |||||||||||
Streeterville [Member] | Convertible Promissory Notes [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 8,463,423 | |||||||||||||
Repayments of Convertible Debt | $ 5,261,499 | |||||||||||||
Debt Instrument, Periodic Payment | 5,078,301 | |||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 183,198 | |||||||||||||
Streeterville [Member] | Convertible Promissory Notes [Member] | October 6 and October 8, 2021 [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,270,024 | |||||||||||||
Repayments of Convertible Debt | $ 558,747 | |||||||||||||
Debt Instrument, Periodic Payment | 438,187 | |||||||||||||
Debt Instrument, Increase, Accrued Interest | 120,560 | |||||||||||||
Convertible Debt [Member] | Streeterville Capital, LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 704,738 | |||||||||||||
Repayments of Convertible Debt | $ 704,738 | |||||||||||||
Debt Instrument, Periodic Payment | 670,000 | |||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 34,738 | |||||||||||||
Convertible Debt [Member] | Granite Global Value Investments Ltd [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Repayments of Convertible Debt | $ 707,515 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 120.00% | |||||||||||||
Redemption Charges | $ 235,536 | |||||||||||||
Convertible Debt [Member] | First Fire Global Opportunities Fund LLC [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Repayments of Convertible Debt | $ 705,600 | |||||||||||||
Convertible Debt [Member] | First Fire and Granite [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Debt Instrument, Periodic Payment | 1,120,000 | |||||||||||||
Debt Instrument, Increase, Accrued Interest | 57,579 | |||||||||||||
Redemption Charges | $ 235,536 | |||||||||||||
Warrant [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Derivative Liability | $ 12,564 | 12,564 | $ 79,986 | |||||||||||
Common Stock [Member] | Convertible Promissory Notes [Member] | Streeterville [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Debt Instrument, Periodic Payment | 1,660,000 | |||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 102,857 | |||||||||||||
Common Stock [Member] | Convertible Notes [Member] | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 11,954,980 | |||||||||||||
Debt Instrument, Periodic Payment | $ 7,408,301 | |||||||||||||
Debt Instrument, Increase, Accrued Interest | 320,793 | |||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 7,729,094 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Warrants | |
Number of Shares Warrants, Outstanding Beginning Balance | shares | 53,556 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 7.20 |
Number of Shares Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Shares Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Shares Warrants, Expired/Cancelled | shares | |
Weighted Average Exercise Price, Expired/Cancelled | $ / shares | |
Number of Shares Warrants, Outstanding Ending Balance | shares | 53,556 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 7.20 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionRemainingContractualLifeWarrantsOutstandingEndingBalance] | 1 year 8 months 12 days |
Number of Shares Warrants, Exercisable Ending Balance | shares | 53,556 |
Weighted Average Exercise Price,Exercisable, Ending Balance | $ / shares | $ 7.20 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionRemainingContractualLifeWarrantsExercisableEndingBalance] | 1 year 8 months 12 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2018 | |
Warrants | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 53,556 | 53,556 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.20 | ||
[custom:WarrantExpirationDate] | expire in 2023 | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsIntrinsicValue-0] | $ 0 |
SCHEDULE OF DUE FROM RELATED PA
SCHEDULE OF DUE FROM RELATED PARTIES (Details) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party B [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Related Parties | $ 41 | $ 8,025 |
SCHEDULE OF DUE FROM RELATED _2
SCHEDULE OF DUE FROM RELATED PARTIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Total | $ 471,818 | $ 214,795 |
Due from Related Party B [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 41 | 152,475 |
Due from Related Party B One [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 4,223 | |
Due from Related Party D [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 406,298 | |
Due from Related Party G [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 1,256 | 2,320 |
Due from Related Party H [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 60,000 | $ 60,000 |
SCHEDULE OF DUE TO RELATED PART
SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Total | $ 760,503 | $ 1,108,641 |
Due to Related Parties A [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 16,861 | 586 |
Due to Related Parties B [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 1,516 | 9,580 |
Due to Related Parties I [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 2,534 | |
Due to Related Parties J [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 702,881 | 744,428 |
Due to Related Parties K [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 36,711 | $ 354,047 |
SCHEDULE OF REVENUE AND EXPENSE
SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Cost of service revenue to related parties | $ 2,514 | ||||
General and administrative expenses to related parties | $ 2,900 | $ 5,274 | 9,873 | $ 8,320 | 8,320 |
Impairment of other investments with related parties | 2,094,300 | 5,340,300 | 0 | ||
Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 74,960 | $ 73,446 | 739,949 | $ 181,417 | 181,417 |
Related Party A [Member] | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses to related parties | 6,333 | 4,234 | |||
Related Party A [Member] | Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 85,112 | 43,229 | |||
Related Party B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of service revenue to related parties | 2,514 | ||||
General and administrative expenses to related parties | 2,896 | 2,900 | |||
Impairment of other investments with related parties | 5,340,300 | 0 | |||
Related Party B [Member] | Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 625,469 | 108,297 | |||
Related Party C [Member] | Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 115 | 1,162 | |||
Related Party D [Member] | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses to related parties | 644 | ||||
Related Party D [Member] | Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 21,534 | 14,366 | |||
Related Party E [Member] | Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 5,422 | 14,251 | |||
Related Party G [Member] | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses to related parties | 1,186 | ||||
Related Party G [Member] | Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 1,426 | 112 | |||
Related Party I [Member] | Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 871 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2021 | Sep. 30, 2021 | |
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 100.00% | ||
Related Party B [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 1.00% | ||
Related Party B [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 18.00% | ||
Related Party H [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 49.00% | 48.00% | |
Business Combination, Consideration Transferred | $ 368,265 | ||
Impairment of other investments with related parties | $ 368,265 |
SCHEDULE OF SEGMENT INFORMATION
SCHEDULE OF SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | $ 429,366 | $ 678,917 | $ 2,194,409 | $ 1,896,598 | ||||
Cost of revenues | 545,993 | 503,487 | ||||||
Depreciation and amortization | 126,589 | 193,510 | ||||||
Net income (loss) | (6,044,982) | (429,749) | (12,973,389) | (1,235,479) | ||||
Total assets | 22,879,458 | 11,446,815 | 22,879,458 | 11,446,815 | $ 14,795,886 | |||
Capital expenditures for long-lived assets | 35,638 | 2,106 | ||||||
HONG KONG | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 231,407 | 506,699 | 1,571,894 | [1] | 1,418,172 | [1] | ||
Cost of revenues | [1] | 352,688 | 364,171 | |||||
Depreciation and amortization | [1] | 10,217 | 78,947 | |||||
Net income (loss) | [1] | (12,652,570) | (783,123) | |||||
Total assets | [1] | 18,752,763 | 7,518,850 | 18,752,763 | 7,518,850 | |||
Capital expenditures for long-lived assets | [1] | 30,700 | ||||||
MALAYSIA | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 172,546 | 133,107 | 455,387 | [1] | 364,361 | [1] | ||
Cost of revenues | [1] | 177,644 | 138,316 | |||||
Depreciation and amortization | [1] | 25,094 | 25,412 | |||||
Net income (loss) | [1] | 98,495 | (68,705) | |||||
Total assets | [1] | 1,210,013 | 931,238 | 1,210,013 | 931,238 | |||
Capital expenditures for long-lived assets | [1] | 2,062 | 2,106 | |||||
CHINA | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 25,413 | 39,111 | 167,128 | [1] | 114,065 | [1] | ||
Cost of revenues | [1] | 15,661 | 1,000 | |||||
Depreciation and amortization | [1] | 91,278 | 89,151 | |||||
Net income (loss) | [1] | (419,314) | (383,651) | |||||
Total assets | [1] | 2,916,682 | 2,996,727 | 2,916,682 | 2,996,727 | |||
Capital expenditures for long-lived assets | [1] | 2,876 | ||||||
Real Estate Business [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 478,854 | 344,815 | ||||||
Cost of revenues | 289,088 | 250,800 | ||||||
Depreciation and amortization | 116,107 | 113,553 | ||||||
Net income (loss) | 106,543 | 71,060 | ||||||
Total assets | 2,449,546 | 2,407,537 | 2,449,546 | 2,407,537 | ||||
Capital expenditures for long-lived assets | ||||||||
Service business [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 1,715,555 | 1,551,783 | ||||||
Cost of revenues | 256,905 | 252,687 | ||||||
Depreciation and amortization | 3,371 | 72,366 | ||||||
Net income (loss) | (6,211,216) | (853,822) | ||||||
Total assets | 9,069,452 | 4,938,386 | 9,069,452 | 4,938,386 | ||||
Capital expenditures for long-lived assets | 35,638 | 2,106 | ||||||
Corporate Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | ||||||||
Cost of revenues | ||||||||
Depreciation and amortization | 7,111 | 7,591 | ||||||
Net income (loss) | (6,868,716) | (452,717) | ||||||
Total assets | $ 11,360,460 | $ 4,100,892 | 11,360,460 | 4,100,892 | ||||
Capital expenditures for long-lived assets | ||||||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 9 Months Ended |
Sep. 30, 2021Number | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |