GigWorld (GIGW) 10-K 13 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 13, 2016
Document And Entity Information
Entity Registrant Name	HotApp International, Inc.
Entity Central Index Key	1,600,347
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding		5,909,687
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash or cash equivalents	$ 495,136	$ 4,009,884
Prepaid expenses	26,492	5,661
Deposits	4,154	16,056
TOTAL CURRENT ASSETS	525,782	4,031,601
Fixed assets, net	192,308	79,400
Excess purchase price over net assets	0	60,068
Deposits	24,631	0
TOTAL ASSETS	742,721	4,171,069
CURRENT LIABILITIES:
Accounts payable and accrued expenses	379,379	191,719
Accrued taxes	250	3,813
Loan from shareholder	0	4,428,438
TOTAL CURRENT LIABILITIES	379,629	4,623,970
TOTAL LIABILITIES	379,629	4,623,970
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, 13,800,000 issued and outstanding	1,380	1,380
CCommon stock, $.0001 par value, 500,000,000 shares authorized, 5,909,687 and 5,132,000 shares issued and outstanding, as of December 31, 2015 and 2014, respectively	591	513
Accumulated other comprehensive income (loss)	(152,719)	4,022
Additional paid-in capital	4,202,020	213,267
Accumulated deficit	(3,688,180)	(672,083)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	363,092	(452,901)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 742,721	$ 4,171,069

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, Par Value	$ 0.0001	$ 0.0001
Preferred stock, Share Authorized	15,000,000	15,000,000
Preferred stock, Issued	13,800,000	13,800,000
Preferred stock, Outstanding	13,800,000	13,800,000
Common stock, Par Value	$ 0.0001	$ 0.0001
Common stock, Shares Authorized	500,000,000	500,000,000
Common stock, Issued	5,909,687	5,132,000
Common stock, Outstanding	5,909,687	5,132,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Operating expenses:
Research and product development	$ 1,322,159	$ 220,215
Stock based compensation	0	8,250
Sales and marketing	442,122	37,660
Depreciation	37,633	4,182
Impairment of intangible asset	60,068	0
General and administrative	1,175,164	252,301
General and administrative costs from a related party	0	62,438
Total operating expenses	3,037,146	585,046
Loss from operations	(3,037,146)	(585,046)
Other income (expenses):
Interest expense - related party	0	(4,067)
Interest income	6	5
Foreign exchange gain	21,043	0
Total other income (expenses)	21,049	(4,062)
Loss before taxes	(3,016,097)	(589,108)
Income tax provision	0	0
Net loss applicable to common shareholders	$ (3,016,097)	$ (589,108)
Net loss per share - basic and diluted	$ (0.55)	$ (0.14)
Weighted number of shares outstanding - Basic and diluted	5,496,341	4,318,096
Comprehensive Income(Loss):
Net loss	$ (3,016,097)	$ (589,108)
Foregin currency translation gain(loss)	(156,741)	4,022
Total comprehensive loss	$ (3,172,838)	$ (585,086)

CONDENSED STATEMENTS OF STOCKHO

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Paid-In Capital	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit	Total
Beginning Balances, Shares at Dec. 31, 2013	0	3,967,000
Beginning Balance, Amount at Dec. 31, 2013	$ 0	$ 397	$ 57,953	$ 0	$ (82,975)	$ (24,625)
Issuance of common stock, Shares		165,000
Issuance of common stock, Amount		$ 16	8,234			8,250
Acquisition and fair value allocation, Shares	13,800,000	1,000,000
Acquisition and fair value allocation, Amount	$ 1,380	$ 100	58,588			60,068
Loan forgiveness shareholder			88,492			88,492
Net loss for period					(589,108)	(589,108)
Foreign currency translation adjustment				4,022		4,022
Ending Balance, Shares at Dec. 31, 2014	13,800,000	5,132,000
Ending Balance, Amount at Dec. 31, 2014	$ 1,380	$ 513	213,267	4,022	(672,083)	(452,901)
Issuance of common stock, Shares		777,687
Issuance of common stock, Amount		$ 78	3,988,753			3,988,831
Net loss for period					(3,016,097)	(3,016,097)
Foreign currency translation adjustment				(156,741)		(156,741)
Ending Balance, Shares at Dec. 31, 2015	13,800,000	5,909,687
Ending Balance, Amount at Dec. 31, 2015	$ 1,380	$ 591	$ 4,202,020	$ (152,719)	$ (3,688,180)	$ 363,092

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,016,097)	$ (589,108)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation	0	8,250
Depreciation	37,633	4,182
Impairment of excess purchase price over net assets	60,068	0
Change in operating assets and liabilities:
Prepaid expenses	(20,831)	(5,661)
Accrued interest	0	(1,831)
Accounts payable and accrued expenses	187,660	183,719
Accrued taxes payable	(3,563)	3,564
Security deposits and other assets	(12,729)	(16,056)
Net cash used in operating activities	(2,767,859)	(412,941)
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of fixed assets	(150,541)	(81,713)
Net cash (used in) investing activities	(150,541)	(81,713)
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds (repayments) from / to shareholder loan	(432,083)	4,423,164
Proceeds from revolving credit facility	0	67,500
Net cash (used in) provided by financing activities	(432,083)	4,490,664
NET INCREASE (DECREASE) IN CASH	(3,350,483)	3,996,010
Effects of exchange rates on cash	(164,265)	13,318
CASH AND CASH EQUIVALENTS at beginning of period	4,009,884	556
CASH AND CASH EQUIVALENTS at end of period	495,136	4,009,884
Supplemental disclosure of cash flow information
Interest	0	0
Income Taxes	3,564	0
Supplemental schedule of non-cash investing and financing activities
Shareholder loan forgiveness	0	88,492
Shareholder loan converted into common stock	$ 3,988,831	$ 0

1. Organization and Principal B

1. Organization and Principal Business Activities	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Principal Business Activities	Hotapp International Inc, formerly Fragmented Industry Exchange Inc, (the “Company” or “Group”) was incorporated in the State of Delaware on March 7, 2012 and established a fiscal year end of December 31. The Company’s initial business plan was to be a financial acquisition intermediary which would serve buyers and sellers for companies that are in highly fragmented industries. The Company determined it was in the best interest of the shareholders to expand its business plan. On October 15, 2014, through a sale and purchase agreement (the “Purchase Agreement”) the Company acquired all the issued and outstanding stock of HotApps International Pte Ltd (the “HIP”) from Singapore eDevelopment Limited (“SeD”). HIP owned certain intellectual property relating to instant messaging for portable devices (the “HotApp”). HotApp is a cross-platform mobile application that incorporates instant messaging and ecommerce. It provides a messaging and calling services for HotApp users (text, photo, audio). HotApp can be used on any mobile platform (i.e. IOS Online or Android). Pursuant to the Purchase Agreement, the Company issued SED 1,000,000 shares of common stock and 13,800,000 shares of newly created convertible preferred stock. See Note 8 for further description. As of December 31, 2015, details of the Company’s subsidiaries are as follows: Subsidiaries Date of Incorporation Place of Incorporation Percentage of Ownership 1st Tier Subsidiary: HotApps International Pte Ltd (“HIP”) May 23, 2014 Republic of Singapore 100% by Company 2nd Tier Subsidiaries: HotApps Call Pte Ltd September 15, 2014 Republic of Singapore 100% owned by HIP HotApps Information Technology Co Ltd November 10, 2014 People’s Republic of China 100% owned by HIP HotApp International Limited* July 8, 2014 Hong Kong (Special Administrative Region) 100% owned by HIP * On March 25, 2015, HotApps International Pte Ltd acquired 100% of issued share capital in HotApp International Limited. The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has incurred net losses of $3,688,180 and has net working capital of $146,153 at December 31, 2015. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. Our ability to continue as a going concern is dependent upon achieving sales growth, management of operating expenses and ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. Our majority shareholder has advised us not to depend solely on it, for financing. We have increased our efforts to raise additional capital through equity or debt financings from other sources. However, we cannot be certain that such capital (from our shareholders or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of presentation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of consolidation The consolidated financial statements of the Group include the financial statements of Hotapp International Inc and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues, cost and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets and share-based compensation. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased. Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of December 31, 2015, cash and cash equivalents of the Group includes, on an as converted basis to US dollars, $818,526, $653,305 and $385,975, in Hong Kong Dollars (“HK$”), Reminbi (“RMB”) and Singapore Dollars (“S$”), respectively. The Renminbi (“RMB”) is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Concentration of credit risk Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and cash equivalents. The Group places their cash with financial institutions with high-credit ratings and quality. Fixed assets, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Office equipment 3 years Computer equipment 3 years Furniture and fixtures 3 years Motor vehicles 10 years Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Revenue recognition The Group recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Group currently has no revenue but plans to derive its revenue from membership subscription services, offering the platform for mobile games developed by third parties and other services, including the use of the paid emoticons and mobile marketing services. Research and development expenses Research and development expenses primarily consist of (i) salaries and benefits for research and development personnel, and (ii) office rental, general expenses and depreciation expenses associated with the research and development activities. The Company’s research and development activities primarily consist of the research and development of new features for its mobile platform and its self-developed mobile games. Expenditures incurred during the research phase are expensed as incurred. Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2015 or 2014, respectively. Uncertainties exist with respect to the application of the New EIT Law to our operations, specifically with respect to our tax residency. The New EIT Law specifies that legal entities organized outside of the PRC will be considered residents for PRC income tax purposes if their “de facto management bodies” as “establishments that carry on substantial and overall management and control over the operations, personnel, accounting, properties, etc. of the Company.” Because of the uncertainties that have resulted from limited PRC guidance on the issue, it is uncertain whether our legal entities outside the PRC constitute residents under the New EIT Law. If one or more of our legal entities organized outside the PRC were characterized as PRC residents, the impact would adversely affect our results of operations. Foreign currency translation The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong and the PRC are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Renminbi ("RMB"), which are also the functional currencies of these entities. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations. The Company’s entities with functional currency of Renminbi, Hong Kong Dollar and Singapore Dollar, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). For the year ended December 31, 2015, the Company recorded other comprehensive loss from translation loss of $156,741 in the consolidated financial statements. Operating leases Leases where the rewards and risks of ownership of assets primarily remain with the lessor are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods. Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive loss. Loss per share Basic loss per share is computed by dividing net loss attributable to shareholders by the weighted average number of shares outstanding during the period. The Company's convertible preferred shares are not participating securities and have no voting rights until converted to common stock. As of December 31, 2015, no shares of preferred stock are eligible for conversion into voting common stock.

3. Acquisition Accounting

3. Acquisition Accounting	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Acquisition Accounting	On October 15, 2014, HotApp International Inc (formerly, Fragmented Industry Exchange Inc)(the “Company”) entered into a Sale & Purchase Agreement (“Purchase Agreement”) with Singapore eDevelopment Limited, a Singapore company (“SED”), pursuant to which the Company acquired all of the issued and outstanding capital stock of HotApps International Pte. Ltd., a Singapore company (the “Subsidiary”) in exchange for the issuance of 1,000,000 shares of common stock and 13,800,000 shares of a newly created class of preferred stock. The acquisition was accounted for under the acquisition method of accounting in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under the acquisition method of accounting, the total purchase price is allocated to the net tangible and intangible assets acquired and liabilities assumed of the Subsidiary based on their estimated fair values. Based upon the consideration that the Subsidiary was purchased by SED on August 27, 2014 for S$98,000 (in Singapore dollars), the Company has reflected the fair value of the purchase price to be S$98,000 or $78,244 based on the May 23, 2014 exchange rate. The excess purchase price over the net assets as of October 15, 2014 was $60,068. During 2015, the excess purchase price over the net assets of $60,068 was written off. Based on management’s review, the software will require continuous significant development expenditure to sustain its activities and value. Consequently, the Company decided to write-off the asset as it will not provide the expenditures necessary to sustain its activities and value. On March 25, 2015, HotApps International Pte Ltd acquired 100% of issued share capital in HotApp International Limited, a Hong Kong company, for a cash consideration of HK$1.00 from Mr. Chan Heng Fai, a substantial shareholder and the Company’s Executive Director and CEO. HotApp International Pte Ltd is a corporation incorporated in Hong Kong Special Administrative Region of the People’s Republic of China with a total issued share capital of HK$1.00 represented by one (1) issued share at HK$1.00 each. The consideration of the acquisition was based on the issued share capital of HotApp International Limited which is principally engaged in the sales and marketing of mobile application. HotApp International Limited was dormant and has a net equity deficiency of HK$5,456 due to incorporation expenses as at the date of acquisition.

4. Fixed Assets, Net

4. Fixed Assets, Net	12 Months Ended
	Dec. 31, 2015
Fixed Assets Net
Fixed assets, net	Fixed assets, net consisted of the following: As of December 31, 2015 2014 Computer equipment $ 69,002 $ 21,613 Office equipment 20,787 13,455 Furniture and fixtures 46,916 48,514 Motor vehicle 97,418 - $ 234,123 $ 83,582 Less: accumulated depreciation (41,815 ) (4,182 ) Fixed assets, net $ 192,308 $ 79,400 Depreciation expense for the years ended December 31, 2015 and 2014 was $37,633 and $4,182, respectively.

5. Accounts Payable and Accrued

5. Accounts Payable and Accrued Expense	12 Months Ended
	Dec. 31, 2015
Accounts Payable And Accrued Expense
Accounts Payable and Accrued Expenses	Accrued expenses and other current liabilities consisted of the following: As of December 31, 2015 2014 Accrued payroll $ 196,401 $ 77,513 Accrued professional fees 112,215 27,000 Due to affiliates - 86,465 Other 71,763 741 Total $ 379,379 $ 191,719

6. Income Taxes

6. Income Taxes	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income Taxes	The provision for income taxes for the years ended December 31, 2015 and 2014, was as follows (assuming a 15% effective tax rate): Year Ended December 31, 2015 2014 Current Tax Provision: Federal-State $ - $ - Local - - Total current tax provision $ - $ - Deferred Tax Provision: Loss carry-forwards $ (452,415 ) $ (88,366 ) Change in valuation allowance 452,415 88,366 Total deferred tax provision $ - $ - The Company had deferred income tax assets as of December 31, 2015 and 2014 as follows: 2015 2014 Loss carry-forwards $ 553,227 $ 100,812 Less - valuation allowance (553,227 ) (100,812 ) Total net deferred tax assets $ - $ - The Company provided a valuation allowance equal to the deferred income tax assets for period ended December 31, 2015 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards. As of December 31, 2015, the Company had approximately $3,688,180 in tax loss carry-forwards that can be utilized in future periods to reduce taxable income, and expire by the year 2035. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. The tax returns for the years ended December 31, 2015, 2014 and 2013 are still subject to examination by the taxing authorities.

7. Shareholder Loans

7. Shareholder Loans	12 Months Ended
	Dec. 31, 2015
Shareholder Loans
Shareholder Loans	On December 31, 2014, the Company owed Singapore eDevelopment Limited (SED), its majority shareholder, $4,428,438. This amount reflects a loan of $50,000 and the US equivalent of S$5,702,500. It also includes $32,574 in payments made by SED on behalf of the Company. On December 28, 2014, SED loaned the Company under a promissory note (the “Note”) that covered $3,988,831 (S$5,250,534). The Note is non-interest bearing and matured on June 25, 2015. The Note has no prepayment penalty. The other loans and expenses covered by SED for the benefit of the Company are not covered under a loan document. On July 13, 2015, the Company entered into a Loan Conversion Agreement with SeD, pursuant to which SeD converted outstanding loans made to the Company into common stock of the Company at a rate of $5.00 per share (rounded to the nearest full share). The total amount converted consists of outstanding principal in the amount of $5,250,554 Singapore Dollars or $3,888,437 USD as of exchange rate on July 10, 2015) which amount was evidenced by a promissory note in favor of SeD effective December 28, 2014 (“SeD Promissory Note”). The principal amount of $3,888,437 was converted to common stock of the Company, and in exchange, SeD received 777,687 shares of common stock of the Company. Pursuant to the Loan Conversion agreement, the SeD Promissory Note was cancelled and satisfied in full. Additional value of $100,394 was included as Additional Paid in Capital (APIC) in the Stockholder’s Equity. The gain is being treated as APIC due to the related party nature of the conversion. During 2015 the Company repaid $432,083 of the balance owed pertaining to the payments on behalf by its majority shareholder. As at December 31, 2015, the Company has an outstanding balance of $0.

8. Share Capitalization

8. Share Capitalization	12 Months Ended
	Dec. 31, 2015
Share Capitalization
Share Capitalization	The Company is authorized to issue 500 million shares of common stock and 15 million shares of preferred stock. Both share types have a $0.0001 par value. As of December 31, 2015 and 2014, the Company had issued and outstanding, 5,909,687 and 5,132,000 of common stock, respectively and 13,800,000 shares of preferred stock, respectively. Common Shares: On February 25, 2014, the Company issued 165,000 shares of common stock to its legal counsel in consideration of services rendered in connection with the preparation of the Company’s registration statement on Form S-1 and counsel’s agreement to defer fees in connection therewith. On December 31, 2014, SED acquired a total of 4,024,000 shares of the Company common stock from certain shareholders, including the 3,500,000 shares owned by Global Bridge Partners, Inc. (“GBP”). After such transactions SED owned 97.9% of the Company. On July 13, 2015, SED acquired 777,687 shares of the Company common stock by converting outstanding loans made to the Company into common stock of the Company at a rate of $5.00 per share (rounded to the nearest full share). After such transactions SED owned 98.17% of the Company. Preferred Shares: Pursuant to the Purchase Agreement, dated October 15, 2014, the Company issued 1,000,000 shares of common stock to SED. Such amount represented 19% ownership in the Company. Pursuant to the Purchase Agreement, dated October 15, 2014, the Company issued 13,800,000 shares of a class of preferred stock called Perpetual Preferred Stock (“Preferred Stock”) to SED. The Preferred Stock has no dividend or voting rights. The Preferred Stock is convertible to common stock of the Company dependent upon the number of commercial users of the Software. For each 1,000,000 commercial users of the Software (without duplication), SED shall have the right to convert 1,464,000 shares of Perpetual Preferred Stock into 7,320,000 shares of Common Stock, so that there must be a minimum of 9,426,230 commercial users in order for all of the shares of the Perpetual Preferred Stock to be converted into common stock of the Company (13,800,000 shares of Preferred Stock convertible into 69,000,000 shares of common stock). Other than the conversion rights described above, the Preferred Stock has no voting, dividend, redemption or other rights.

9. Commitments and Contingencie

9. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Commitments And Contingencies
Commitments and Contingencies	On September 17, 2014, the Company entered into a lease agreement with Allbest Property Management Pte Ltd for 586 square feet of office space in Singapore. The lease commenced on September 22, 2014 and runs through June 30, 2017 with monthly payments of $2,341. The Company was required to put up a security deposit of $6,894. On October 20, 2014, the Company paid the prior tenant $12,099 in rent for the space through the commencement date of the new lease. On March 1, 2015, the Company entered into a lease agreement with Allbest Property Management Pte Ltd for additional 954 square feet of office space in Singapore. The lease commenced on March 1, 2015 and runs through June 30, 2017 with monthly payments of $3,572. The Company was required to put up a security deposit of $10,717. For the year ended December 31, 2015, the Company recorded rent expense of $62,811 for the Singapore offices. Under the lease arrangements the Company will be billed a month electricity charge equal to that amount consumed according to a separate meter reading. The following is a schedule by years of future minimum lease payments: 2016 $ 130,446 2017 68,208 Total $ 198,654

10. Related Party Balances and

10. Related Party Balances and Transactions	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	The Company’s Chief Executive Officer (CEO) and Director is the Chief Executive Officer of SED. SED is the majority shareholder of the Company. The Company’s other two directors, one being the Chief Financial Officer, are affiliated to the CEO through other corporate organization where the CEO holds either a management or ownership position. As of the date of this report, the Company has not entered into any employment arrangement with any director or officer. During the current financial year, HotApps International Pte Ltd, a wholly owned subsidiary of the Company, acquired 100% of issued share capital in HotApp International Limited, a Hong Kong company, for a cash consideration of HK$1.00 from one of the directors, Mr. Chan Heng Fai. HotApp International Pte Ltd is a corporation incorporated in Hong Kong Special Administrative Region of the People’s Republic of China with a total issued share capital of HK$1.00 represented by one (1) issued share at HK$1.00 each. The consideration of the acquisition was based on the issued share capital of HotApp International Limited which is principally engaged in the sales and marketing of mobile application. HotApp International Limited was dormant and has a net equity deficiency of HK$5,456 due to incorporation expenses as at the date of acquisition. As described in Note 8, the Company owes SED, its major shareholder $0 and $4,428,438 for the years ended December 31, 2015 and 2014 respectively. This amount was not interest bearing. On July 1, 2013, the Company had engaged the services (the “Agreement”) of Ocean Cross Business Solutions Group LLC (“OCBSG”), to provide assistance with filing of the SEC Form S1, general accounting, finance, general management and product development. OCBSG is owned by William Schloth, who also owns Global Bridge Partners, Inc. (“GBP”), a majority shareholder until December 31, 2014. For the year ended December 31, 2014, the Company had paid $62,438 under the Agreement. The Agreement was terminated by mutual agreement. During 2014, the Company amended a credit line agreement with GBP entered into in 2013 (“Credit Line”). The amendment extended the maturity date of the Credit Line to December 31, 2014 and increased the amount of the Credit Line to $100,000. Interest was payable at a rate of twelve percent (12%). Unless otherwise paid by the Company, the entire principal and accrued interest shall be payable on maturity. As of December 31, 2014, GBP had waived all amounts due under the Credit Line for the Company and hence $88,492 had been included as component of equity in the consolidated balance sheet as of December 31, 2014.

11. Subsequent Events

11. Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	On January 19, 2016, SeD advised the Group not to depend solely on financing from SeD for its continuous development and marketing activities. The Group has since increased its efforts to raise additional funds from other sources. Without certainty of new funding and in the face of intense competition in the mobile messaging and social media market in China and the rest of Asia, the Group has streamlined and restructured its operations by significantly reducing its development and marketing personnel as well as marketing activities. Only critical and essential development and maintenance works are carried out with a minimal crew. It will maintain its manning level and operating costs at a minimum level and has begun exploring options to seek new funding before growing its business.

2. Summary of Significant Acc18

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis of consolidation	The consolidated financial statements of the Group include the financial statements of Hotapp International Inc and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.
Use of estimates	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues, cost and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets and share-based compensation.
Cash and Cash Equivalents	Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased.
Foreign currency risk	Because of its foreign operations, the Company holds cash in non-US dollars. As of December 31, 2015, cash and cash equivalents of the Group includes, on an as converted basis to US dollars, $818,526, $653,305 and $385,975, in Hong Kong Dollars (“HK$”), Reminbi (“RMB”) and Singapore Dollars (“S$”), respectively. The Renminbi (“RMB”) is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.
Concentration of credit risk	Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and cash equivalents. The Group places their cash with financial institutions with high-credit ratings and quality.
Fixed assets, net	Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Office equipment 3 years Computer equipment 3 years Furniture and fixtures 3 years Motor vehicles 10 years
Fair Value	Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Revenue Recognition	The Group recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Group currently has no revenue but plans to derive its revenue from membership subscription services, offering the platform for mobile games developed by third parties and other services, including the use of the paid emoticons and mobile marketing services.
Research and development expenses	Research and development expenses primarily consist of (i) salaries and benefits for research and development personnel, and (ii) office rental, general expenses and depreciation expenses associated with the research and development activities. The Company’s research and development activities primarily consist of the research and development of new features for its mobile platform and its self-developed mobile games. Expenditures incurred during the research phase are expensed as incurred.
Income Taxes	Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2015 or 2014, respectively. Uncertainties exist with respect to the application of the New EIT Law to our operations, specifically with respect to our tax residency. The New EIT Law specifies that legal entities organized outside of the PRC will be considered residents for PRC income tax purposes if their “de facto management bodies” as “establishments that carry on substantial and overall management and control over the operations, personnel, accounting, properties, etc. of the Company.” Because of the uncertainties that have resulted from limited PRC guidance on the issue, it is uncertain whether our legal entities outside the PRC constitute residents under the New EIT Law. If one or more of our legal entities organized outside the PRC were characterized as PRC residents, the impact would adversely affect our results of operations.
Foreign currency translation	The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong and the PRC are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Renminbi ("RMB"), which are also the functional currencies of these entities. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations. The Company’s entities with functional currency of Renminbi, Hong Kong Dollar and Singapore Dollar, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). For the year ended December 31, 2015, the Company recorded other comprehensive loss from translation loss of $156,741 in the consolidated financial statements.
Operating leases	Leases where the rewards and risks of ownership of assets primarily remain with the lessor are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods.
Comprehensive income (loss)	Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive loss.
Loss per share	Basic loss per share is computed by dividing net loss attributable to shareholders by the weighted average number of shares outstanding during the period. The Company's convertible preferred shares are not participating securities and have no voting rights until converted to common stock. As of December 31, 2015, no shares of preferred stock are eligible for conversion into voting common stock.

4. Fixed Assets, Net (Tables)

4. Fixed Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2015
Fixed Assets Net Tables
Fixed Assets, Net	As of December 31, 2015 2014 Computer equipment $ 69,002 $ 21,613 Office equipment 20,787 13,455 Furniture and fixtures 46,916 48,514 Motor vehicle 97,418 - $ 234,123 $ 83,582 Less: accumulated depreciation (41,815 ) (4,182 ) Fixed assets, net $ 192,308 $ 79,400

5. Accounts Payable and Accru20

5. Accounts Payable and Accrued Expense (Tables)	12 Months Ended
	Dec. 31, 2015
Accounts Payable And Accrued Expense Tables
Schedule of accounts payable and accrued expenses	As of December 31, 2015 2014 Accrued payroll $ 196,401 $ 77,513 Accrued professional fees 112,215 27,000 Due to affiliates - 86,465 Other 71,763 741 Total $ 379,379 $ 191,719

6. Income Taxes (Tables)

6. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes Tables
Schedule of provision for income taxes	Year Ended December 31, 2015 2014 Current Tax Provision: Federal-State $ - $ - Local - - Total current tax provision $ - $ - Deferred Tax Provision: Loss carry-forwards $ (452,415 ) $ (88,366 ) Change in valuation allowance 452,415 88,366 Total deferred tax provision $ - $ -
Schedule of deferred income tax asset	The Company had deferred income tax assets as of December 31, 2015 and 2014 as follows: 2015 2014 Loss carry-forwards $ 553,227 $ 100,812 Less - valuation allowance (553,227 ) (100,812 ) Total net deferred tax assets $ - $ -

9. Commitments and Contingenc22

9. Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2015
Commitments And Contingencies Tables
Schedule of future minimum lease payments	2016 $ 130,446 2017 68,208 Total $ 198,654

4. Fixed Assets, Net (Details)

4. Fixed Assets, Net (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Fixed Assets Net Details
Computer equipment	$ 69,002	$ 21,613
Office equipment	20,787	13,455
Furniture and fixtures	46,916	48,514
Motor vehicle	97,418	0
Fixed assets, gross	234,123	83,582
Less: accumulated depreciation	(41,815)	(4,182)
Fixed assets, net	$ 192,308	$ 79,400

5. Accounts Payable and Accru24

5. Accounts Payable and Accrued Expense (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Accounts Payable And Accrued Expense Details
Accrued payroll	$ 196,401	$ 77,513
Accrued professional fees	112,215	27,000
Due to affiliates	0	86,465
Other	71,763	741
Total	$ 379,379	$ 191,719

6. Income Taxes (Details)

6. Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Current Tax Provision:
Federal-State	$ 0	$ 0
Local	0	0
Total current tax provision	0	0
Deferred Tax Provision:
Loss carry-forwards	(452,415)	(88,366)
Change in valuation allowance	452,415	88,366
Total deferred tax provision	$ 0	$ 0

6. Income Taxes (Details 1)

6. Income Taxes (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details 1
Loss carry-forwards	$ 553,227	$ 100,812
Less - valuation allowance	(553,227)	(100,812)
Total net deferred tax assets	$ 0	$ 0

6. Income Taxes (Details Narrat

6. Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2015USD ($)
Income Taxes Details Narrative
Tax loss carryforward	$ 3,688,180
Expiration of carryforward	Tax loss carry-forwards expire by the year 2035.

9. Commitments and Contingenc28

9. Commitments and Contingencies (Details)	Dec. 31, 2015USD ($)
Commitments And Contingencies Tables
2,016	$ 130,446
2,017	68,208
Total	$ 198,654