Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-194748 | |
Entity Registrant Name | Hapi Metaverse Inc. | |
Entity Central Index Key | 0001600347 | |
Entity Tax Identification Number | 45-4742558 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4800 Montgomery Lane | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 971-3940 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 507,610,326 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 410,134 | $ 514,260 |
Prepaid expenses and other current assets | 104,721 | 118,933 |
Prepaid expenses and other current assets – related party | 27,871 | 2,802 |
Investment in Securities – related party | 1,308,735 | 2,341,948 |
TOTAL CURRENT ASSETS | 1,851,461 | 2,977,943 |
Property and Equipment, net | 4,958 | 10,305 |
Convertible promissory note receivable - related party | 1,400,000 | |
Goodwill | 59,954 | 60,343 |
Operating lease right-of-use assets, net | 264,817 | 129,478 |
TOTAL ASSETS | 3,581,190 | 3,178,069 |
CURRENT LIABILITIES: | ||
Accrued taxes | 1,109 | 3,816 |
Amount due to related parties | 4,955,031 | 4,886,507 |
Convertible promissory note payable - related party | 1,400,000 | |
Operating lease liabilities-Current | 108,398 | 71,899 |
TOTAL CURRENT LIABILITIES | 6,557,976 | 4,994,661 |
NON- CURRENT LIABILITIES: | ||
Operating lease liabilities - Non-current | 159,233 | 59,196 |
TOTAL NON-CURRENT LIABILITIES | 159,233 | 59,196 |
TOTAL LIABILITIES | 6,717,209 | 5,053,857 |
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, 0 issued and outstanding as of March 31, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 506,898,576 shares issued and outstanding, as of March 31, 2023 and December 31, 2022 | 50,690 | 50,690 |
Additional paid-in capital | 4,679,498 | 4,679,498 |
Accumulated other comprehensive loss | (333,323) | (315,241) |
Accumulated deficit | (7,530,845) | (6,288,884) |
TOTAL HAPI METAVERSE INC STOCKHOLDERS’ DEFICIT | (3,133,980) | (1,873,937) |
NON-CONTROLLING INTERESTS | (2,039) | (1,851) |
TOTAL STOCKHOLDERS’ DEFICIT | (3,136,019) | (1,875,788) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 3,581,190 | $ 3,178,069 |
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Notes Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Nonrelated Party [Member] | ||
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses – related party | $ 85,759 | $ 24,601 |
Related Party [Member] | ||
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses – related party | $ 7,679 | $ 7,838 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 506,898,576 | 506,898,576 |
Common stock, shares outstanding | 506,898,576 | 506,898,576 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total of Revenue | $ 62,563 | |
Cost of revenues | ||
Total Cost of Revenue | (23,548) | |
Gross profit | 39,015 | |
Operating expenses: | ||
Depreciation | 471 | 165 |
General and administrative | 253,853 | 103,505 |
Total operating expenses | 254,324 | 103,670 |
Loss from operations | (215,309) | (103,670) |
Other income (loss): | ||
Interest income | 11,056 | 1 |
Other Income | 1 | |
Interest expense | (11,047) | |
Foreign exchange gain (loss) | 6,347 | (9,941) |
Unrealized (loss) on Securities Investment | (1,033,212) | (455,000) |
Total other (loss) | (1,026,855) | (464,940) |
(Loss) before taxes | (1,242,164) | (568,610) |
Income tax provision | ||
Net (loss) | (1,242,164) | (568,610) |
Loss from discontinued operations, net of tax | (651) | |
Net (loss) attributable to Non-controlling interests | (203) | (11) |
Net (loss) applicable to common shareholders | (1,241,961) | (569,250) |
Comprehensive Income (Loss): | ||
Net (loss) | (1,242,164) | (569,261) |
Foreign currency translation gain | (18,067) | 16,930 |
Total comprehensive (loss) | $ (1,260,231) | $ (552,331) |
Net (loss) per share – basic and diluted | $ 0 | $ 0 |
Weighted number of shares outstanding - | ||
Basic and diluted | 506,898,576 | 506,898,576 |
Food and Beverage [Member] | ||
Revenues: | ||
Total of Revenue | $ 48,523 | |
Cost of revenues | ||
Total Cost of Revenue | (14,167) | |
Service [Member] | ||
Revenues: | ||
Total of Revenue | 14,040 | |
Cost of revenues | ||
Total Cost of Revenue | (4,568) | |
Food and Beverage Depreciation [Member] | ||
Cost of revenues | ||
Total Cost of Revenue | $ (4,813) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total GigWorld Inc Stockholders' Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 50,690 | $ 4,604,191 | $ (299,398) | $ (4,560,449) | $ (204,966) | $ (1,618) | $ (206,584) |
Balance, shares at Dec. 31, 2021 | 506,898,576 | ||||||
Net loss for the period | (569,250) | (569,250) | (11) | (569,261) | |||
Foreign currency translation adjustment | 16,924 | 16,924 | 6 | 16,930 | |||
Balance at Mar. 31, 2022 | $ 50,690 | 4,604,191 | (282,474) | (5,129,699) | (757,292) | (1,623) | (758,915) |
Balance, shares at Mar. 31, 2022 | 506,898,576 | ||||||
Balance at Dec. 31, 2022 | $ 50,690 | 4,679,498 | (315,241) | (6,288,884) | (1,873,937) | (1,851) | (1,875,788) |
Balance, shares at Dec. 31, 2022 | 506,898,576 | ||||||
Net loss for the period | (1,241,961) | (1,241,961) | (203) | (1,242,164) | |||
Foreign currency translation adjustment | (18,082) | (18,082) | 15 | (18,067) | |||
Balance at Mar. 31, 2023 | $ 50,690 | $ 4,679,498 | $ (333,323) | $ (7,530,845) | $ (3,133,980) | $ (2,039) | $ (3,136,019) |
Balance, shares at Mar. 31, 2023 | 506,898,576 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (Loss) from operation including non-controlling interests | $ (1,242,164) | $ (569,261) |
Adjustments to reconcile net (loss) to cash used in operations: | ||
Depreciation | 5,284 | 165 |
Amortization of operating lease right-of-use assets | 21,493 | |
Interest expenses - Lease | 2,014 | |
Unrealized loss on securities investment | 1,033,213 | 455,000 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 14,213 | 327 |
Prepaid expenses and other current assets – related party | (25,069) | |
Accounts payable, other payable and accrued expenses | 58,451 | 13,595 |
Accounts payable, other payable and accrued expenses-related parties | (159) | |
Change in Operating Lease Liability | (22,310) | |
Net cash used in operating activities | (155,034) | (100,174) |
Net cash used in Discontinued Operating Activities | (651) | |
Net cash used in operating activities | (155,034) | (100,825) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Advance from related parties | 122,719 | 55,946 |
Net cash provided by financing activities | 122,719 | 55,946 |
NET (DECREASE) IN CASH | (32,315) | (44,879) |
Effects of exchange rates on cash | (71,811) | 9,675 |
CASH AND CASH EQUIVALENTS at beginning of period | 514,260 | 245,780 |
CASH AND CASH EQUIVALENTS at end of period | $ 410,134 | $ 210,576 |
Supplemental schedule of non-cash investing and financing activities | ||
Convertible promissory note - related party, issued in exchange with convertible promissory note payable - related party | 1,400,000 | |
Initial Recognition of Operating Lease Right-Of-Use Asset and Lease Liability | 157,647 |
THE COMPANY HISTORY AND NATURE
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | Note 1. THE COMPANY HISTORY AND NATURE OF THE BUSINESS Hapi Metaverse Inc., formerly GigWorld 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 business is focused on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. Going Concern These 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 $ 7,530,845 4,706,619 Our majority shareholder has advised us not to depend solely on them for financing. The Company has increased its efforts to raise additional capital through equity or debt financings from other sources. However, the Company cannot be certain that such capital (from its shareholders or third parties) will be available to us or whether such capital will be available on terms that are acceptable to the Company. 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. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These condensed consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 29, 2023. Results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2023. The consolidated balance sheet at December 31, 2022 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. Basis of consolidation The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50 The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of March 31, 2023 and December 31, 2022, as follows: SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS Attributable interest as of, Name of subsidiary consolidated under Hapi Metaverse Inc. State or other jurisdiction of incorporation or organization March 31, 2023 December 31, 2022 % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) Nevada 100.0 100.0 HWH World Inc. Delaware 100.0 100.0 Smart Reward Express Limited Hong Kong 50.0 * 50.0 * Hapi Café Limited Hong Kong 100.0 ** 100.0 ** MOC HK Limited Hong Kong 100.0 *** 100.0 *** Shenzhen Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 **** 100.0 **** Hapi Metaverse Inc. Texas 100.0 ***** 100.0 ***** Dongguan Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 ****** - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50 50 HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 38.1 Accordingly, the Company in total holds more than 50 ** Hapi Cafe Limited (“HCHK”) was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of HK$ 2 2 HotApp BlockChain Pte. Ltd. is the owner of 100 *** MOC HK Limited (“MOC”) was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital of HK$ 10 10 100 60,343 **** Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner of HCCN. This business was acquired on October 10, 2022. ***** Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $ 0.1 100 ****** Dongguan Leyouyou Catering Management Co., Ltd. (“HCDG”) was incorporated in People’s Republic of China on March 1, 2023. HCDG plans to be principally engaged in the food and beverage business in Mainland China. HCCN is the owner of HCDG. This business was acquired on March 1, 2023. Use of estimates The preparation of condensed 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 condensed consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no Leases The Company follows Accounting Standards Update (“ASU”) 2016-02 (FASB ASC Topic 842) in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. Right-of-use of assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly fixed lease payments. Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of March 31, 2023, cash and cash equivalents of the Group includes, on an as converted basis to US dollars, $ 255,503 10,724 6,079 359,266 10,719 Investment Securities Investments represent equity investments with readily determinable fair values. The Company account for investments in equity securities that have readily determinable fair values are measured at fair value, with unrealized gains and losses from fair value changes recognized in net income in the condensed consolidated statements of comprehensive income. Equipment Property and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized (such as removal, and restoration costs). When property and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Computer equipment 3 years Leasehold improvement 3 years Concentrations Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular bank in the United States is insured up to $ 250,000 Fair value Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1 - quoted prices in active markets for identical assets and liabilities; ● Level 2 - observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3 - significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Revenue recognition Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services or catering service to customers. The Company adopted this new standard on January 1, 2018 under the modified retrospective method. The adoption did not have a material effect on our financial statements. Revenue is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering service to its customers. Costs to obtain or fulfill a contract are expensed as incurred. The Company began generating revenue from f&b business by providing quality catering service and a project providing services to Value Exchange Int’l (Hong Kong) Limited, a subsidiary of Value Exchange International, Inc. (“VEII”) located in Hong Kong, on a monthly basis in 2022. VEII is a related party of the Company. Upon receipt of purchase order from this customer, we issue the corresponding invoice and provide the service accordingly. Any payment received from this customer in advance is presented within other payables on the Company’s condensed consolidated balance sheets. 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 condensed 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 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 Foreign currency translation Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). 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 Mainland China are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Chinese Yuan (CN ¥), 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 Singapore Dollar, Hong Kong Dollar and Chinese Yuan, 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 three months ended March 31, 2023, the Company recorded other comprehensive loss from translation loss of $ 18,067 16,930 Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the condensed consolidated statements of operations and comprehensive loss. Earnings (Loss) per share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares outstanding during the year. As of March 31, 2023, there are no potentially dilutive securities that were excluded from the computation of diluted EPS. Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On March 31, 2023 and December 31, 2022, the aggregate non-controlling interests in the Company were $ (2,039) (1,851) Recent accounting pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Note 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, December 31, 2023 2022 Accrued payroll $ 2,491 $ 3,309 Accrued professional fees 61,726 18,905 Other account payable and accrued expenses 21,542 2,387 Receipt in advance from customer – related party 7,679 7,838 Total $ 93,438 $ 32,439 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 4. PROPERTY AND EQUIPMENT, NET Property and Equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, 2023 2022 Cost Leasehold improvement $ 11,266 $ 11,266 Computer equipment 5,685 5,685 Total cost $ 16,951 $ 16,951 Less: accumulated depreciation # Leasehold improvement # $ 9,691 $ 4,840 Computer equipment # 2,302 1,806 Total accumulated depreciation # $ 11,993 $ 6,646 NBV at the end of year Leasehold improvement $ 1,575 $ 6,426 Computer equipment 3,383 3,879 Total NBV $ 4,958 $ 10,305 # –Total of depreciation expenses charged for the three months ended March 31, 2023 and 2022 were $ 5,284 165 |
INVESTMENT IN RELATED PARTY
INVESTMENT IN RELATED PARTY | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN RELATED PARTY | Note 5. INVESTMENT IN RELATED PARTY In April of 2021, the Company acquired 6,500,000 650,000 7,276,163 1,743,734.12 SCHEDULE OF INVESTMENT Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value March 31, 2023 Asset Investment Securities – Fair Value $ 1,308,735 $ - $ - $ 1,308,735 Total Investment in securities at Fair Value $ 1,308,735 $ - $ - $ 1,308,735 Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2022 Asset Investment Securities – Fair Value $ 2,341,948 $ - $ - $ 2,341,948 Total Investment in securities at Fair Value $ 2,341,948 $ - $ - $ 2,341,948 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | Note 6. RELATED PARTY BALANCES AND TRANSACTIONS Effective as of September 1, 2020, Chan Heng Fai resigned as the Acting Chief Executive Officer of the Company, and the Company’s Board of Directors appointed Lee Wang Kei (“Nathan”) as the Company’s Chief Executive Officer. Alset International Limited is the Company’s former majority stockholder. On August 30, 2022, Alset International Limited entered into a stock purchase with its controlling stockholder, Alset Inc. (formerly known as Alset EHome International Inc.) in relation to the disposal of 505,341,376 99.69 2,000 The Company sold one of its subsidiaries, HWH World Pte. Limited, to Health Wealth Happiness Pte. Ltd (a subsidiary of former majority stockholder Alset International Limited) for consideration of S$ 2.00 2.00 The Company has a project with an affiliate (a subsidiary of Value Exchange International, Inc.) that commenced in 2022. Value Exchange International, Inc. provides IT services and solutions for customers in Asia, covering Helpdesk, Managed Operations, Systems Integration, and Consulting Services. The project has generated unpaid revenue under account receivable of $ 14,040 11,047 2,784 7,679 1,755,710 2,506,676 688,411 4,131 102 1,743,734 2,506,676 631,838 4,158 102 On January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the “Lenders”) entered into a Convertible Credit Agreement (the “Credit Agreement”) with Value Exchange International, Inc. (“Value Exchange”), a Nevada corporation. The Credit Agreement provides Value Exchange with a maximum credit line of $ 1,500,000 (“Maximum Credit Line”) with simple interest accrued on any advances of the money under the Credit Agreement at 8 %. The principal amount of any advance of money under the Credit Agreement (each being referred to as an “Advance”) is due in a lump sum, balloon payment on the third annual anniversary of the date of the Advance (“Advance Maturity Date”). Accrued and unpaid interest on any Advance is due and payable on a semi-annual basis with interest payments due on the last business day of June and last business day of December of each year. A Lender may demand that any portion or all of the unpaid principal amount of any Advance as well as accrued and unpaid interest thereon may be paid by shares of Value Exchange Common Stock in lieu of cash payment. As of March 31, 2023, $ 1,400,000.00 credit was advanced, and interest income of $ 11,047 is included in interest income for the three months ended March 31, 2023. On February 23, 2023, the Company and Alset Inc., a Texas corporation (NASDAQ: AEI) (“Alset”) entered into a Subscription Agreement (the “Subscription Agreement”). Pursuant to the Subscription Agreement, the Company has borrowed $ 1,400,000.00 8 As of March 31, 2023, $ 1,400,000.00 11,047 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | Note 7. DISCONTINUED OPERATIONS Director’s resolutions of HotApp Blockchain Pte Limited passed on April 18, 2022 for the disposal of its investments of 100,000 100 2.00 There were no The aggregate financial results of discontinued operations were as follows: SCHEDULE OF AGGREGATE FINANCIAL RESULT DISCONTINUED OPERATION Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Operating expenses: General and administrative $ - $ 651 Total operating expenses - 651 Income (Loss) from operations (651 ) Income (Loss) from discontinued operations $ - $ (651 ) |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | Note 8. GOODWILL The Company continually evaluates potential acquisitions that align with the Company’s plans, namely, starting the f&b business in Asia. Starting an f&b business in Hong Kong, China, and Taiwan can be an excellent opportunity due to the large consumer market, diverse food culture, high demand for international cuisine, favorable business environment, skilled labor force, and opportunities for growth. On October 4, 2022, The Company has completed its first f&b business acquisition of MOC HK Limited, a f&b business started in Hong Kong. The accompanying consolidated financial statements include the operations of the acquired entity from its acquisition date. The acquisition has been accounted for as a business combination. Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. As a result of the acquisition of MOC, goodwill of $ 60,343 70,523 The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company’s evaluation of goodwill completed during the period resulted in no impairment losses. The table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed for the 2022 acquisition SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED MOC Purchase Price Cash $ 70,523 Total purchase consideration 70,523 Purchase Price Allocation Assets acquired Current assets 32,700 Property and Equipment, net 11,266 Operating lease right-of-use assets, net 114,232 Total assets acquired 158,198 Liabilities assumed: Current liabilities (33,437 ) Operating lease liability (114,232 ) Accrued taxes (349 ) Total liabilities assumed (148,018 ) Net assets acquired 10,180 Goodwill 60,343 Total purchase consideration $ 70,523 The following table summarizes changes in the carrying amount of goodwill at March 31, 2023 and December 31, 2022 SCHEDULE OF GOODWILL March 31, 2023 December 31, 2022 Balance as beginning of the period/year $ 60,343 $ - Acquisitions - 60,343 Foreign currency exchange adjustment (389 ) - Balance as of end of the period/year $ 59,954 $ 60,343 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
LEASES | Note 9. LEASES The Company has operating leases for its f&b stores and warehouse in Hong Kong. The related lease agreements do not contain any material residual value guarantees or material restrictive covenants. Since the Company’s leases do not provide an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing rate. The Company’s weighted-average remaining lease term relating to its operating leases are 1.72 2.9 The current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance sheets. Total lease expenses amounted to $ 2,014 0 18,918 0 SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES March 31, 2023 December 31, 2022 Right-of-use assets $ 264,817 $ 129,478 Lease liabilities - current 108,398 71,899 Lease liabilities - non-current 159,233 59,196 Total lease liabilities $ 267,631 $ 131,095 As of March 31, 2023, the aggregate future minimum rental payments under non-cancelable agreement are as follows (in $): SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT Maturity of Lease Liabilities Total 12 months ended March 31, 2024 $ 117,118 12 months ended March 31, 2025 165,983 Total undiscounted lease payments 283,101 Less: Imputed interest (15,470 ) Present value of lease liabilities $ 267,631 Operating lease liabilities - Current 108,398 Operating lease liabilities - Non-current $ 159,233 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 10. SUBSEQUENT EVENTS On April 24, 2023, the Company completed the issuance of 711,750 shares of the Company’s common stock to certain individuals for services rendered to the Company. The share-based compensation related to this share issuance is approximately $ 712 . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These condensed consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 29, 2023. Results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2023. The consolidated balance sheet at December 31, 2022 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. |
Basis of consolidation | Basis of consolidation The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50 The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of March 31, 2023 and December 31, 2022, as follows: SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS Attributable interest as of, Name of subsidiary consolidated under Hapi Metaverse Inc. State or other jurisdiction of incorporation or organization March 31, 2023 December 31, 2022 % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) Nevada 100.0 100.0 HWH World Inc. Delaware 100.0 100.0 Smart Reward Express Limited Hong Kong 50.0 * 50.0 * Hapi Café Limited Hong Kong 100.0 ** 100.0 ** MOC HK Limited Hong Kong 100.0 *** 100.0 *** Shenzhen Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 **** 100.0 **** Hapi Metaverse Inc. Texas 100.0 ***** 100.0 ***** Dongguan Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 ****** - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50 50 HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 38.1 Accordingly, the Company in total holds more than 50 ** Hapi Cafe Limited (“HCHK”) was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of HK$ 2 2 HotApp BlockChain Pte. Ltd. is the owner of 100 *** MOC HK Limited (“MOC”) was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital of HK$ 10 10 100 60,343 **** Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner of HCCN. This business was acquired on October 10, 2022. ***** Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $ 0.1 100 ****** Dongguan Leyouyou Catering Management Co., Ltd. (“HCDG”) was incorporated in People’s Republic of China on March 1, 2023. HCDG plans to be principally engaged in the food and beverage business in Mainland China. HCCN is the owner of HCDG. This business was acquired on March 1, 2023. |
Use of estimates | Use of estimates The preparation of condensed 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 condensed consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no |
Leases | Leases The Company follows Accounting Standards Update (“ASU”) 2016-02 (FASB ASC Topic 842) in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. Right-of-use of assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly fixed lease payments. |
Foreign currency risk | Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of March 31, 2023, cash and cash equivalents of the Group includes, on an as converted basis to US dollars, $ 255,503 10,724 6,079 359,266 10,719 |
Investment Securities | Investment Securities Investments represent equity investments with readily determinable fair values. The Company account for investments in equity securities that have readily determinable fair values are measured at fair value, with unrealized gains and losses from fair value changes recognized in net income in the condensed consolidated statements of comprehensive income. |
Equipment | Equipment Property and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized (such as removal, and restoration costs). When property and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Computer equipment 3 years Leasehold improvement 3 years |
Concentrations | Concentrations Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular bank in the United States is insured up to $ 250,000 |
Fair value | Fair value Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1 - quoted prices in active markets for identical assets and liabilities; ● Level 2 - observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3 - significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Revenue recognition | Revenue recognition Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services or catering service to customers. The Company adopted this new standard on January 1, 2018 under the modified retrospective method. The adoption did not have a material effect on our financial statements. Revenue is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering service to its customers. Costs to obtain or fulfill a contract are expensed as incurred. The Company began generating revenue from f&b business by providing quality catering service and a project providing services to Value Exchange Int’l (Hong Kong) Limited, a subsidiary of Value Exchange International, Inc. (“VEII”) located in Hong Kong, on a monthly basis in 2022. VEII is a related party of the Company. Upon receipt of purchase order from this customer, we issue the corresponding invoice and provide the service accordingly. Any payment received from this customer in advance is presented within other payables on the Company’s condensed consolidated balance sheets. |
Income taxes | 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 condensed 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 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 |
Foreign currency translation | Foreign currency translation Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). 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 Mainland China are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Chinese Yuan (CN ¥), 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 Singapore Dollar, Hong Kong Dollar and Chinese Yuan, 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 three months ended March 31, 2023, the Company recorded other comprehensive loss from translation loss of $ 18,067 16,930 |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the condensed consolidated statements of operations and comprehensive loss. |
Earnings (Loss) per share | Earnings (Loss) per share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares outstanding during the year. As of March 31, 2023, there are no potentially dilutive securities that were excluded from the computation of diluted EPS. |
Non-controlling interests | Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On March 31, 2023 and December 31, 2022, the aggregate non-controlling interests in the Company were $ (2,039) (1,851) |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS | The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of March 31, 2023 and December 31, 2022, as follows: SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS Attributable interest as of, Name of subsidiary consolidated under Hapi Metaverse Inc. State or other jurisdiction of incorporation or organization March 31, 2023 December 31, 2022 % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) Nevada 100.0 100.0 HWH World Inc. Delaware 100.0 100.0 Smart Reward Express Limited Hong Kong 50.0 * 50.0 * Hapi Café Limited Hong Kong 100.0 ** 100.0 ** MOC HK Limited Hong Kong 100.0 *** 100.0 *** Shenzhen Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 **** 100.0 **** Hapi Metaverse Inc. Texas 100.0 ***** 100.0 ***** Dongguan Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 ****** - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50 50 HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 38.1 Accordingly, the Company in total holds more than 50 ** Hapi Cafe Limited (“HCHK”) was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of HK$ 2 2 HotApp BlockChain Pte. Ltd. is the owner of 100 *** MOC HK Limited (“MOC”) was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital of HK$ 10 10 100 60,343 **** Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner of HCCN. This business was acquired on October 10, 2022. ***** Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $ 0.1 100 ****** Dongguan Leyouyou Catering Management Co., Ltd. (“HCDG”) was incorporated in People’s Republic of China on March 1, 2023. HCDG plans to be principally engaged in the food and beverage business in Mainland China. |
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS | SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Computer equipment 3 years Leasehold improvement 3 years |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, December 31, 2023 2022 Accrued payroll $ 2,491 $ 3,309 Accrued professional fees 61,726 18,905 Other account payable and accrued expenses 21,542 2,387 Receipt in advance from customer – related party 7,679 7,838 Total $ 93,438 $ 32,439 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and Equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, 2023 2022 Cost Leasehold improvement $ 11,266 $ 11,266 Computer equipment 5,685 5,685 Total cost $ 16,951 $ 16,951 Less: accumulated depreciation # Leasehold improvement # $ 9,691 $ 4,840 Computer equipment # 2,302 1,806 Total accumulated depreciation # $ 11,993 $ 6,646 NBV at the end of year Leasehold improvement $ 1,575 $ 6,426 Computer equipment 3,383 3,879 Total NBV $ 4,958 $ 10,305 # –Total of depreciation expenses charged for the three months ended March 31, 2023 and 2022 were $ 5,284 165 |
INVESTMENT IN RELATED PARTY (Ta
INVESTMENT IN RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF INVESTMENT | SCHEDULE OF INVESTMENT Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value March 31, 2023 Asset Investment Securities – Fair Value $ 1,308,735 $ - $ - $ 1,308,735 Total Investment in securities at Fair Value $ 1,308,735 $ - $ - $ 1,308,735 Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2022 Asset Investment Securities – Fair Value $ 2,341,948 $ - $ - $ 2,341,948 Total Investment in securities at Fair Value $ 2,341,948 $ - $ - $ 2,341,948 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF AGGREGATE FINANCIAL RESULT DISCONTINUED OPERATION | The aggregate financial results of discontinued operations were as follows: SCHEDULE OF AGGREGATE FINANCIAL RESULT DISCONTINUED OPERATION Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Operating expenses: General and administrative $ - $ 651 Total operating expenses - 651 Income (Loss) from operations (651 ) Income (Loss) from discontinued operations $ - $ (651 ) |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed for the 2022 acquisition SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED MOC Purchase Price Cash $ 70,523 Total purchase consideration 70,523 Purchase Price Allocation Assets acquired Current assets 32,700 Property and Equipment, net 11,266 Operating lease right-of-use assets, net 114,232 Total assets acquired 158,198 Liabilities assumed: Current liabilities (33,437 ) Operating lease liability (114,232 ) Accrued taxes (349 ) Total liabilities assumed (148,018 ) Net assets acquired 10,180 Goodwill 60,343 Total purchase consideration $ 70,523 |
SCHEDULE OF GOODWILL | The following table summarizes changes in the carrying amount of goodwill at March 31, 2023 and December 31, 2022 SCHEDULE OF GOODWILL March 31, 2023 December 31, 2022 Balance as beginning of the period/year $ 60,343 $ - Acquisitions - 60,343 Foreign currency exchange adjustment (389 ) - Balance as of end of the period/year $ 59,954 $ 60,343 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES | SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES March 31, 2023 December 31, 2022 Right-of-use assets $ 264,817 $ 129,478 Lease liabilities - current 108,398 71,899 Lease liabilities - non-current 159,233 59,196 Total lease liabilities $ 267,631 $ 131,095 |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT | As of March 31, 2023, the aggregate future minimum rental payments under non-cancelable agreement are as follows (in $): SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT Maturity of Lease Liabilities Total 12 months ended March 31, 2024 $ 117,118 12 months ended March 31, 2025 165,983 Total undiscounted lease payments 283,101 Less: Imputed interest (15,470 ) Present value of lease liabilities $ 267,631 Operating lease liabilities - Current 108,398 Operating lease liabilities - Non-current $ 159,233 |
THE COMPANY HISTORY AND NATUR_2
THE COMPANY HISTORY AND NATURE OF THE BUSINESS (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 7,530,845 | $ 6,288,884 |
Net working capital deficit | $ 4,706,619 |
SCHEDULE FOR SUBSIDIARY_S CONSO
SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | |||
SINGAPORE | HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) [Member] | ||||
Variable interest rates | 100% | 100% | ||
HONG KONG | HotApp International Limited [Member] | ||||
Variable interest rates | 100% | 100% | ||
HONG KONG | Smart Reward Express Limited [Member] | ||||
Variable interest rates | [1] | 50% | 50% | |
HONG KONG | Hapi Cafe Limited [Member] | ||||
Variable interest rates | [2] | 100% | 100% | |
HONG KONG | MOC HK Limited [Member] | ||||
Variable interest rates | [3] | 100% | 100% | |
NEVADA | Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) [Member] | ||||
Variable interest rates | 100% | 100% | ||
DELAWARE | HWH World Inc Member [Member] | ||||
Variable interest rates | 100% | 100% | ||
CHINA | Shenzhen Leyouyou Catering Management Co., Ltd. [Member] | ||||
Variable interest rates | [4] | 100% | 100% | |
CHINA | Dongguan Leyouyou Catering Management CoLimited [Member] | ||||
Variable interest rates | 100% | [5] | ||
TEXAS | Hapi Metaverse Inc. [Member] | ||||
Variable interest rates | [5] | 100% | 100% | |
[1]Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 2 2 10 10 100 60,343 0.1 100 |
SCHEDULE FOR SUBSIDIARY_S CON_2
SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS (Details) (Parenthethical) | 3 Months Ended | 12 Months Ended | |||||
Oct. 05, 2022 USD ($) | Mar. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Nov. 28, 2022 USD ($) shares | Oct. 05, 2022 HKD ($) shares | Jul. 05, 2022 HKD ($) shares | Jul. 13, 2021 HKD ($) shares | |
Accounting Policies [Abstract] | |||||||
Paid up share capital | $ 100,000 | $ 10 | $ 2 | $ 10,000 | |||
Ordinary shares issued | shares | 506,898,576 | 506,898,576 | 100 | 10 | 2 | 10,000 | |
Ownership percentage | 100% | 50% | |||||
Goodwill during acquisition | $ | $ 60,343 | $ 60,343 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS (Details) | Mar. 31, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | ||||||||
Oct. 05, 2022 | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 HKD ($) | Mar. 31, 2023 SGD ($) | Mar. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2022 SGD ($) | |
Ownership percentage | 100% | 50% | |||||||
Cash equivalents | $ 0 | $ 255,503 | $ 10,724 | ¥ 6,079 | $ 0 | $ 359,266 | $ 10,719 | ||
Cash FDIC insured | $ 250,000 | ||||||||
Income tax likelihood | less than a 50% likelihood | ||||||||
Foreign currency translation gain | $ 18,067 | $ 16,930 | |||||||
Non-controlling interest | $ (2,039) | $ (1,851) | |||||||
Smart Reward Express Limited [Member] | |||||||||
Ownership percentage | 50% | ||||||||
Investment, ownership percentage | 50% | 50% | 50% | 50% | |||||
Value Exchange International Inc [Member] | |||||||||
Ownership percentage | 38.10% | ||||||||
Description of rewards | 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward | ||||||||
HotApp International Limited [Member] | |||||||||
Ownership percentage | 50% | ||||||||
Description of rewards | 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward | ||||||||
Hot App Block Chain Pte. Ltd., [Member] | |||||||||
Ownership percentage | 100% |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 2,491 | $ 3,309 |
Accrued professional fees | 61,726 | 18,905 |
Other account payable and accrued expenses | 21,542 | 2,387 |
Receipt in advance from customer – related party | $ 7,679 | $ 7,838 |
Accounts Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total | $ 93,438 | $ 32,439 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 16,951 | $ 16,951 | |
Total accumulated depreciation | [1] | 11,993 | 6,646 |
Total NBV | 4,958 | 10,305 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 11,266 | 11,266 | |
Total accumulated depreciation | [1] | 9,691 | 4,840 |
Total NBV | 1,575 | 6,426 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 5,685 | 5,685 | |
Total accumulated depreciation | [1] | 2,302 | 1,806 |
Total NBV | $ 3,383 | $ 3,879 | |
[1]–Total of depreciation expenses charged for the three months ended March 31, 2023 and 2022 were $ 5,284 165 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 5,284 | $ 165 |
SCHEDULE OF INVESTMENT (Details
SCHEDULE OF INVESTMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Investment Securities – Fair Value | $ 1,308,735 | $ 2,341,948 |
Total Investment in securities at Fair Value | 1,308,735 | 2,341,948 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment Securities – Fair Value | 1,308,735 | 2,341,948 |
Total Investment in securities at Fair Value | 1,308,735 | 2,341,948 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment Securities – Fair Value | ||
Total Investment in securities at Fair Value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment Securities – Fair Value | ||
Total Investment in securities at Fair Value |
INVESTMENT IN RELATED PARTY (De
INVESTMENT IN RELATED PARTY (Details Narrative) - Value Exchange International Inc [Member] - USD ($) | 1 Months Ended | |
Oct. 17, 2022 | Apr. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Common stock shares acquired | 6,500,000 | |
Common stock subscription price | $ 650,000 | |
Stock Purchase Agreement [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of shares purchased | 7,276,163 | |
Business combination, consideration transferred | $ 1,743,734.12 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||||||
Feb. 23, 2023 | Jan. 27, 2023 | Oct. 05, 2022 | Aug. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 05, 2022 | Apr. 18, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Sale of stock, percentage of ownership after transaction | 100% | 50% | ||||||
Receivable amount | $ 14,040 | |||||||
Amount due to related parties | 4,955,031 | $ 4,886,507 | ||||||
Convertible Credit Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,500,000 | |||||||
Line of Credit Facility, Interest Rate During Period | 8% | |||||||
Net Investment Income | 1,400,000 | |||||||
Gain (Loss) on Investments | 11,047 | |||||||
Subscription Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan amount | $ 1,400,000 | |||||||
Debt interest rate | 8% | |||||||
Debt amount remaining unpaid | 1,400,000 | |||||||
Interest expense | 11,047 | |||||||
Alset EHome International Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Disposal of shares | 505,341,376 | |||||||
Sale of stock, percentage of ownership after transaction | 99.69% | |||||||
Lee Wang Kei [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly payment | 2,000 | |||||||
HWH World Pte. Limited, to Health Wealth Happiness Pte. Ltd [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consideration price per share | $ 2 | |||||||
Chan Heng Fai [Member] | Hapi Cafe Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consideration price per share | $ 2 | |||||||
Value Exchange International Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivable amount | 2,784 | |||||||
Interest receivable | 11,047 | |||||||
Affiliated Entity [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due from related parties | 7,679 | |||||||
Alset Inc [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related parties | 1,755,710 | 1,743,734 | ||||||
Alset International Limited [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related parties | 2,506,676 | 2,506,676 | ||||||
Fellow Subsidiaries [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related parties | 688,411 | 631,838 | ||||||
Director [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due from related parties | 4,131 | 4,158 | ||||||
Associated Company of Alset International Limited [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related parties | $ 102 | $ 102 |
SCHEDULE OF AGGREGATE FINANCIAL
SCHEDULE OF AGGREGATE FINANCIAL RESULT DISCONTINUED OPERATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
General and administrative | $ 651 | |
Total operating expenses | 651 | |
Income (Loss) from operations | (651) | |
Income (Loss) from discontinued operations | $ (651) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 05, 2022 | Apr. 18, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Share capital percentage | 100% | 50% | ||
Disposal group, including discontinued operation, assets | $ 0 | $ 0 | ||
Disposal group, including discontinued operation, liabilities | $ 0 | $ 0 | ||
HWH World Pte. Ltd [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Transfer of shares | 100,000 | |||
Share capital percentage | 100% | |||
Consideration price per share | $ 2 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Goodwill | $ 59,954 | $ 60,343 | |
MOC HK Limited [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total purchase consideration | 70,523 | ||
Total purchase consideration | 70,523 | ||
Current assets | 32,700 | ||
Property and Equipment, net | 11,266 | ||
Operating lease right-of-use assets, net | 114,232 | ||
Total assets acquired | 158,198 | ||
Current liabilities | (33,437) | ||
Operating lease liability | (114,232) | ||
Accrued taxes | (349) | ||
Total liabilities assumed | (148,018) | ||
Net assets acquired | 10,180 | ||
Goodwill | $ 60,343 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 05, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Balance as beginning of the period/year | $ 60,343 | ||
Acquisitions | $ 60,343 | 60,343 | |
Foreign currency exchange adjustment | (389) | ||
Balance as of end of the period/year | $ 59,954 | $ 60,343 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 05, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Acquisition of goodwill | $ 60,343 | $ 60,343 | |
MOC HK Limited [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition of goodwill | 60,343 | ||
Purchase consideration | $ 70,523 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Right-of-use assets | $ 264,817 | $ 129,478 |
Lease liabilities - current | 108,398 | 71,899 |
Lease liabilities - non-current | 159,233 | 59,196 |
Total lease liabilities | $ 267,631 | $ 131,095 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
12 months ended March 31, 2024 | $ 117,118 | |
12 months ended March 31, 2025 | 165,983 | |
Total undiscounted lease payments | 283,101 | |
Less: Imputed interest | (15,470) | |
Present value of lease liabilities | 267,631 | $ 131,095 |
Operating lease liabilities - Current | 108,398 | 71,899 |
Operating lease liabilities - Non-current | $ 159,233 | $ 59,196 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases | ||
Weighted average remaining lease term, operating lease | 1 year 8 months 19 days | |
Weighted average discount rate, operating lease | 2.90% | |
Lease expenses | $ 2,014 | $ 0 |
Cash flow paid for operating leases | $ 18,918 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Apr. 24, 2023 USD ($) shares |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 711,750 |
Share-Based Payment Arrangement, Noncash Expense | $ | $ 712 |