Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | HotApp International, Inc. | |
Entity Central Index Key | 1,600,347 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
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 Common Stock, Shares Outstanding | 5,909,687 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash or cash equivalents | $ 62,952 | $ 495,136 |
Prepaid expenses | 2,580 | 26,492 |
Deposit | 19,293 | 4,154 |
TOTAL CURRENT ASSETS | 84,825 | 525,782 |
Fixed assets, net | 76,133 | 192,308 |
Deposits | 6,333 | 24,631 |
TOTAL ASSETS | 167,291 | 742,721 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 323,360 | 379,379 |
Amount due to related parties | 16,016 | 0 |
Accrued taxes | 7,286 | 250 |
TOTAL CURRENT LIABILITIES | 346,662 | 379,629 |
TOTAL LIABILITIES | 346,662 | 379,629 |
STOCKHOLDERS' (DEFICIT): | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, 13,800,000 issued and outstanding | 1,380 | 1,380 |
Common stock, $.0001 par value, 500,000,000 shares authorized, 5,909,687 shares issued and outstanding, as of June 30, 2016 and December 31, 2015, respectively | 591 | 591 |
Accumlated other comprehensive loss | (267,040) | (152,719) |
Additional paid-in capital | 4,202,020 | 4,202,020 |
Accumulated deficit | (4,116,322) | (3,688,180) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (179,371) | 363,092 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 167,291 | $ 742,721 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 5,909,687 |
Common stock, Outstanding | 5,909,687 | 5,909,687 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating expenses: | ||||
Research and product development | $ 65,440 | $ 285,527 | $ 203,887 | $ 554,216 |
Sales and marketing | (59) | 119,636 | (64,635) | 176,965 |
Depreciation | 9,866 | 9,179 | 24,075 | 15,817 |
General and administrative | 124,578 | 233,771 | 370,283 | 367,073 |
Total operating expenses | 199,825 | 648,113 | 533,610 | 1,114,071 |
(Loss) from operations | (199,825) | (648,113) | (533,610) | (1,114,071) |
Interest income / expense | 1 | 0 | 1 | 0 |
Foreign exchange (loss) / gain | 111,750 | 424 | 112,504 | 426 |
Total other income (expenses) | 111,751 | (647,689) | 112,505 | (1,113,645) |
Loss before taxes | (88,074) | (647,689) | (421,105) | (1,113,645) |
Income tax provision | 0 | 0 | (7,037) | 0 |
Net loss applicable to common shareholders | $ (88,074) | $ (647,689) | $ (428,142) | $ (1,113,645) |
Net loss per share - basic and diluted | $ (0.01) | $ (0.13) | $ (0.07) | $ (0.22) |
Weighted number of shares outstanding - Basic and diluted | 5,909,687 | 5,132,000 | 5,909,687 | 5,132,000 |
Comprehensive Income (Loss): | ||||
Net loss | $ (88,074) | $ (647,689) | $ (428,142) | $ (1,113,645) |
Foreign currency translation gain (loss) | (111,078) | (35,779) | (114,321) | 6,765 |
Total comprehensive loss | $ (199,152) | $ (683,468) | $ (542,463) | $ (1,106,880) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (428,142) | $ (1,113,645) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Depreciation | 24,075 | 15,817 |
Foreign exchange gain | (112,504) | 0 |
Change in operating assets and liabilities: | ||
Prepaid expenses | 27,071 | (3,648) |
Accounts payable and accrued expenses | (40,003) | (97,098) |
Accrued taxes payable | 7,036 | (3,564) |
Security deposit and other assets | 0 | (13,943) |
Net cash used in operating activities | (522,467) | (1,216,081) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Acquisition of fixed assets | (1,668) | (38,803) |
Proceeds from sale of fixed assets | 93,768 | 0 |
Net cash used in investing activities | 92,100 | (38,803) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Repayment of shareholder loan | 0 | (437,610) |
Net cash provided by financing activities | 0 | (437,610) |
NET DECREASE IN CASH | (430,367) | (1,692,494) |
Effects of exchange rates on cash | (1,817) | (85,818) |
CASH AND CASH EQUIVALENTS at beginning of period | 495,136 | 4,009,884 |
CASH AND CASH EQUIVALENTS at end of period | 62,952 | 2,231,572 |
Supplemental disclosure of cash flow information | ||
Interest | 0 | 0 |
Income Taxes | $ 0 | $ 0 |
1. The Company History and Natu
1. The Company History and Nature of the Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company History and Nature of the Business | 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 Companys 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 June 30, 2016, details of the Companys 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 Peoples 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 $4,116,322 and has net working capital deficit of $261,837 at June 30, 2016. Accordingly, these factors raise substantial doubt as to the Companys 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 | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of presentation The condensed consolidated balance sheet at December 31, 2015 was derived from audited financial statement but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed 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. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed 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, 2015. 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 Groups 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 June 30, 2016, cash and cash equivalents of the Group includes, on an as converted basis to US dollars $11,044, $4,591 and $37,296 in Hong Kong Dollars (HK$), 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 Peoples 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 Enterprise Collaboration with integration and consulting services revenue on project basis. 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 Companys 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 Companys 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 Companys 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 Companys 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 six months ended June 30, 2016, the Company recorded other comprehensive loss from translation loss of $114,321 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 June 30, 2016, no shares of preferred stock are eligible for conversion into voting common stock. Recent accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. We do not expect the adoption of this guidance to have a significant effect on our consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for us beginning on January 1, 2017. We do not expect the adoption of this guidance to have a significant effect on our consolidated financial statements. |
3. Fixed Assets, Net
3. Fixed Assets, Net | 6 Months Ended |
Jun. 30, 2016 | |
Fixed Assets Net | |
Fixed assets, net | Fixed assets, net consisted of the following: June 30, December 31, 2016 2015 Computer equipment $ 69,471 $ 69,002 Office equipment 20,308 20,787 Furniture and fixtures 47,379 46,916 Motor vehicle - 97,418 $ 137,158 $ 234,123 Less: accumulated depreciation (61,026 ) (41,815 ) Fixed assets, net $ 76,132 $ 192,308 Depreciation expenses charged to the consolidated statements of operations for the six months ended June 30, 2016 and 2015 were $24,075 and $15,817, respectively. A motor vehicle has been sold to an affiliate of Singapore eDevelopment Limited (SeD) for a consideration of $93,678. |
4. Accounts Payable and Accrued
4. Accounts Payable and Accrued Expense | 6 Months Ended |
Jun. 30, 2016 | |
Accounts Payable And Accrued Expense | |
Accounts Payable and Accrued Expenses | Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2016 2015 Accrued payroll $ 167,538 $ 196,401 Accrued professional fees 142,703 111,215 Due to related parties 16,016 - Other 13,119 71,763 Total $ 339,376 $ 379,379 |
5. Income Taxes
5. Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The provision for income taxes for the three months ended June 30, 2016 and 2015, was as follows (assuming a 15% effective tax rate): Six months ended June 30, 2016 2015 Current Tax Provision: Federal-State $ 7,037 $ - Local - - Total current tax provision $ 7,037 $ - Deferred Tax Provision: Loss carry-forwards $ (63,166 ) $ (66,160 ) Change in valuation allowance 63,166 66,160 Total deferred tax provision $ - $ - The Company had deferred income tax assets as of June 30, 2016 and 2015 as follows: Loss carry-forwards $ (617,448 ) $ (166,973 ) Less - valuation allowance 617,448 166,973 Total net deferred tax assets $ - $ - The Company provided a valuation allowance equal to the deferred income tax assets for period ended June 30, 2016 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards. As of June 30, 2016, the Company had approximately $4,116,322 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. |
6. Share Capitalization
6. Share Capitalization | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and 2015, the Company had issued and outstanding, 5,909,687 of common stock, respectively and 13,800,000 shares of preferred stock, respectively. Common Shares: 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. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 $2,325. The Company was required to put up a security deposit of $6,519. 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 $3,750. The Company was required to put up a security deposit of $11,249. As part of the restructuring of the Company, SED has agreed to take-over the lease commitment for the office space in Singapore with effect from January 1, 2016. Under this arrangement the Company will recover the rent expense for the three months ended June 30, 2016 from SED. The lease agreement with Allbest Property Management Pte Ltd was novated to SED with effect from April 1, 2016. For the six months ended June 30, 2016, the Company recorded rent expense of $0 for the Singapore offices. On September 1, 2014 the Company entered into a lease agreement for 3,470 square feet of office space in Guangzhou, China. The lease commenced on November 1, 2014 and ran through August 2015. On August 31, 2015, the lease was renewed for another year and will expire on August 31, 2016 with monthly payments of $4,611. The Company was required to put up a security deposit of $3,832. On May 9, 2016, the Company entered into a lease agreement for 1,231 square feet of office space in Guangzhou, China. The lease commenced on May 9, 2016 and runs through May 8, 2018 with monthly payments of $2,325. The Company was required to put up a security deposit of $4,649. For the six months ended June 30, 2016 and 2015, the Company recorded rent expense of $21,795 and $14,230 for Guangzhou offices, respectively. On April 10, 2015 the Company entered into a lease agreement for 347 square feet of office space in Kowloon, Hong Kong. These lease commenced on April 20, 2015 and runs through April 19, 2017 with monthly payments of $2,581. The Company was required to put up a security deposit of $5,162. For the six months ended June 30, 2016, the Company recorded rent expense of $16,266 for this office. The following is a schedule by years of future minimum lease payments: 2016 $ 72,781 2017 45,827 Total $ 118,608 |
8. Related Party Balances and T
8. Related Party Balances and Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Balances and Transactions | The Companys Chief Executive Officer (CEO) and Director is the Chief Executive Officer of SED. SED is the majority shareholder of the Company. The Companys other two directors, one being the Chief Technology Officer who has entered into an employment arrangement with the Companys wholly owned subsidiary, HotApp International Limited. As of the date of this report, the Company has not entered into any employment arrangement with any director or officer. As described in Note 7, SED has agreed to take-over the lease commitment for the office space in Singapore with effect from January 1, 2016. Under this arrangement the Company will recover the rent expense and related utilities expenses for the six months ended June 30, 2016 from SED. The lease agreement with Allbest Property Management Pte Ltd was novated to SED with effect from April 1, 2016. For the six months ended June 30, 2016, the Company recovered $19,970 of rental and utilities expenses from SED. |
9. Subsequent Events
9. Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | The Company has evaluated subsequent events through the date that the financials were issued. |
2. Summary of Significant Acc15
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The condensed consolidated balance sheet at December 31, 2015 was derived from audited financial statement but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed 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. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed 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, 2015. |
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 Groups 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 June 30, 2016, cash and cash equivalents of the Group includes, on an as converted basis to US dollars $11,044, $4,591 and $37,296 in Hong Kong Dollars (HK$), 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 Peoples 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 Enterprise Collaboration with integration and consulting services revenue on project basis. |
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 Companys 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 Companys 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 Companys 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 Companys 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 six months ended June 30, 2016, the Company recorded other comprehensive loss from translation loss of $114,321 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 June 30, 2016, no shares of preferred stock are eligible for conversion into voting common stock. |
Recent Accounting Pronouncements Not Yet Adopted | In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. We do not expect the adoption of this guidance to have a significant effect on our consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for us beginning on January 1, 2017. We do not expect the adoption of this guidance to have a significant effect on our consolidated financial statements. |
1. The Company History and Na16
1. The Company History and Nature of the Business (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Company History And Nature Of Business Tables | |
Summary of subsidiaries | 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 Peoples 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. |
2. Summary of Significant Acc17
2. Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Fixed Assets estimated useful life | Office equipment 3 years Computer equipment 3 years Furniture and fixtures 3 years Motor vehicles 10 years |
3. Fixed Assets, Net (Tables)
3. Fixed Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fixed Assets Net Tables | |
Fixed Assets, Net | June 30, December 31, 2016 2015 Computer equipment $ 69,471 $ 69,002 Office equipment 20,308 20,787 Furniture and fixtures 47,379 46,916 Motor vehicle - 97,418 $ 137,158 $ 234,123 Less: accumulated depreciation (61,026 ) (41,815 ) Fixed assets, net $ 76,132 $ 192,308 |
4. Accounts Payable and Accru19
4. Accounts Payable and Accrued Expense (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounts Payable And Accrued Expense Tables | |
Schedule of accounts payable and accrued expenses | June 30, December 31, 2016 2015 Accrued payroll $ 167,538 $ 196,401 Accrued professional fees 142,703 111,215 Due to related parties 16,016 - Other 13,119 71,763 Total $ 339,376 $ 379,379 |
5. Income Taxes (Tables)
5. Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes Tables | |
Schedule of provision for income taxes | Six months ended June 30, 2016 2015 Current Tax Provision: Federal-State $ 7,037 $ - Local - - Total current tax provision $ 7,037 $ - Deferred Tax Provision: Loss carry-forwards $ (63,166 ) $ (66,160 ) Change in valuation allowance 63,166 66,160 Total deferred tax provision $ - $ - |
Schedule of deferred income tax asset | The Company had deferred income tax assets as of June 30, 2016 and 2015 as follows: Loss carry-forwards $ (617,448 ) $ (166,973 ) Less - valuation allowance 617,448 166,973 Total net deferred tax assets $ - $ - |
7. Commitments and Contingenc21
7. Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Tables | |
Schedule by years of future minimum lease payments | 2016 $ 72,781 2017 45,827 Total $ 118,608 |
1. The Company History and Na22
1. The Company History and Nature of the Business (Details) | 6 Months Ended | |
Jun. 30, 2016 | ||
HotApps International Pte Ltd ("HIP") | ||
Date of Incorporation | May 23, 2014 | |
Place of Incorporation | Republic of Singapore | |
Percentage of Ownership | 100.00% | |
HotApps Call Pte Ltd | ||
Date of Incorporation | Sep. 15, 2014 | |
Place of Incorporation | Republic of Singapore | |
Percentage of Ownership | 100.00% | |
HotApps Information Technology Co Ltd | ||
Date of Incorporation | Nov. 10, 2014 | |
Place of Incorporation | Peoples Republic of China | |
Percentage of Ownership | 100.00% | |
HotApp International Limited | ||
Date of Incorporation | Jul. 8, 2014 | |
Place of Incorporation | Hong Kong (Special Administrative Region) | |
Percentage of Ownership | 100.00% | [1] |
[1] | On March 25, 2015, HotApps International Pte Ltd acquired 100% of issued share capital in HotApp International Limited. |
2. Summary of Significant Acc23
2. Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Office Equipment | |
Estimated useful life | 3 years |
Computer Equipment | |
Estimated useful life | 3 years |
Furniture and Fixtures | |
Estimated useful life | 3 years |
Motor Vehicles | |
Estimated useful life | 10 years |
3. Fixed Assets, Net (Details)
3. Fixed Assets, Net (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Fixed Assets Net Details | ||
Computer equipment | $ 69,471 | $ 69,002 |
Office equipment | 20,308 | 20,787 |
Furniture and fixtures | 47,379 | 46,916 |
Motor vehicle | 0 | 97,418 |
Fixed assets, gross | 137,158 | 234,123 |
Less: accumulated depreciation | (61,026) | (41,815) |
Fixed assets, net | $ 76,133 | $ 192,308 |
4. Accounts Payable and Accru25
4. Accounts Payable and Accrued Expense (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts Payable And Accrued Expense Details | ||
Accrued payroll | $ 167,538 | $ 196,401 |
Accrued professional fees | 142,703 | 111,215 |
Due to related parties | 16,016 | 0 |
Other | 13,119 | 71,763 |
Total | $ 339,376 | $ 379,379 |
5. Income Taxes (Details)
5. Income Taxes (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Current Tax Provision: | ||
Federal-State | $ 7,037 | $ 0 |
Local | 0 | 0 |
Total current tax provision | 7,037 | 0 |
Deferred Tax Provision: | ||
Loss carry-forwards | (63,166) | (66,160) |
Change in valuation allowance | 63,166 | 66,160 |
Total deferred tax provision | $ 0 | $ 0 |
5. Income Taxes (Details 1)
5. Income Taxes (Details 1) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Income Taxes Details 1 | ||
Loss carry-forwards | $ (617,448) | $ (166,973) |
Less - valuation allowance | 617,448 | 166,973 |
Total net deferred tax assets | $ 0 | $ 0 |
5. Income Taxes (Details Narrat
5. Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Income Taxes Details Narrative | |
Tax loss carryforward | $ 4,116,322 |
Expiration of carryforward | Tax loss carry-forwards expire by the year 2035. |
7. Commitments and Contingenc29
7. Commitments and Contingencies (Details) | Jun. 30, 2016USD ($) |
Commitments And Contingencies Details | |
2,016 | $ 72,781 |
2,017 | 45,827 |
Total | $ 118,608 |