GigWorld (GIGW) 10-K 14 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 14, 2017
Document And Entity Information
Entity Registrant Name	HotApp International, Inc.
Entity Central Index Key	1,600,347
Document Type	10-K
Document Period End Date	Dec. 31, 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 Public Float		$ 0
Entity Common Stock, Shares Outstanding		5,909,687
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash or cash equivalents	$ 102,776	$ 495,136
Costs in excess of billings	30,332	0
Prepaid expenses	4,650	26,492
Deposits	19,745	4,154
TOTAL CURRENT ASSETS	157,503	525,782
Fixed assets, net	46,096	192,308
Deposits	0	24,631
TOTAL ASSETS	203,599	742,721
CURRENT LIABILITIES:
Accounts payable and accrued expenses	238,315	379,379
Accrued taxes and franchise fees	7,742	250
Amount due to related parties	455,857	0
TOTAL CURRENT LIABILITIES	701,914	379,629
TOTAL LIABILITIES	701,914	379,629
STOCKHOLDERS' EQUITY (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 December 31, 2016 and 2015, respectively	591	591
Accumulated other comprehensive income (loss)	(73,330)	(152,719)
Additional paid-in capital	4,202,020	4,202,020
Accumulated deficit	(4,628,976)	(3,688,180)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY	(498,315)	363,092
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 203,599	$ 742,721

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 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

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenues:
Project fee	$ 151,443	$ 0
Total Revenues	151,443	0
Cost of revenues	55,213	0
Gross Profit	96,230	0
Operating expenses:
Research and product development	364,900	1,322,159
Sales and marketing	(64,666)	442,122
Depreciation	37,327	37,633
Impairment of intangible asset	0	60,068
Impairment on amount due from a related company	2,072	0
Loss on disposal of fixed assets	8,093	0
General and administrative	629,138	1,175,164
Total operating expenses	976,864	3,037,146
Loss from operations	(880,634)	(3,037,146)
Other income (expenses):
Interest income	2	6
Foreign exchange gain (loss)	(60,164)	21,043
Total other income	(60,162)	21,049
Loss before taxes	(940,796)	(3,016,097)
Income tax provision	0	0
Net loss applicable to common shareholders	$ (940,796)	$ (3,016,097)
Net loss per share - basic and diluted	$ (0.16)	$ (0.55)
Weighted number of shares outstanding - Basic and diluted	5,909,687	5,496,341
Comprehensive Income (Loss):
Net loss	$ (940,796)	$ (3,016,097)
Foregin currency translation gain (loss)	79,389	(156,741)
Total comprehensive loss	$ (861,407)	$ (3,172,838)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Paid-In Capital	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit	Total
Beginning Balances, Shares at Dec. 31, 2014	13,800,000	5,132,000
Beginning Balance, Amount at Dec. 31, 2014	$ 1,380	$ 513	$ 213,267	$ 4,022	$ (672,083)	$ (452,901)
Issuance of common stock, Shares		777,687
Issuance of common stock, Amount		$ 78	3,988,753			3,988,831
Net loss for period					(3,016,097)	(3,016,097)
Foreign currency translation adjustment				(156,741)		(156,741)
Ending Balance, Shares at Dec. 31, 2015	13,800,000	5,909,687
Ending Balance, Amount at Dec. 31, 2015	$ 1,380	$ 591	4,202,020	(152,719)	(3,688,180)	363,092
Net loss for period					(940,796)	(940,796)
Foreign currency translation adjustment				79,389		79,389
Ending Balance, Shares at Dec. 31, 2016	13,800,000	5,909,687
Ending Balance, Amount at Dec. 31, 2016	$ 1,380	$ 591	$ 4,202,020	$ (73,330)	$ (4,628,976)	$ (498,315)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (940,796)	$ (3,016,097)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation	37,327	37,633
Provision for impairment of amount due from related party	2,072	0
Impairment of intangible asset	0	60,068
Loss on disposal of fixed asset	8,093	0
Foreign exchange loss	60,164	0
Change in operating assets and liabilities:
Costs in excess of billings	(30,332)	0
Prepaid expenses	21,842	(20,831)
Accounts payable and accrued expenses	(141,064)	187,660
Amount due to related parties	453,785	0
Accrued taxes payable and franchise fees	7,492	(3,563)
Security deposits and other assets	9,040	(12,729)
Net cash used in operating activities	(512,377)	(2,767,859)
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of fixed assets	(12,795)	(150,541)
Proceeds from disposal of fixed assets	113,587	0
Net cash provided by (used in) investing activities	100,792	(150,541)
CASH FLOW FROM FINANCING ACTIVITIES:
Net repayments to shareholder loan	0	(432,083)
Net cash used in financing activities	0	(432,083)
NET DECREASE IN CASH	(411,585)	(3,350,483)
Effects of exchange rates on cash	19,225	(164,265)
CASH AND CASH EQUIVALENTS at beginning of period	495,136	4,009,884
CASH AND CASH EQUIVALENTS at end of period	102,776	495,136
Supplemental disclosure of cash flow information
Cash paid for: Interest	0	0
Cash paid for: Income Taxes	$ 0	3,564
Supplemental schedule of non-cash investing and financing activities
Shareholder loan converted into common stock		$ 3,988,831

1. Organization and Principal B

1. Organization and Principal Business Activities	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Principal Business Activities	Hotapp International Inc, formerly Fragmented Industry Exchange Inc, (the “Company” or “Group”) was incorporated in the State of Delaware on March 7, 2012 and established a fiscal year end of December 31. The Company’s initial business plan was to be a financial acquisition intermediary which would serve buyers and sellers for companies that are in highly fragmented industries. The Company determined it was in the best interest of the shareholders to expand its business plan. On October 15, 2014, through a sale and purchase agreement (the “Purchase Agreement”) the Company acquired all the issued and outstanding stock of HotApps International Pte Ltd (the “HIP”) from Singapore eDevelopment Limited (“SeD”). HIP owned certain intellectual property relating to instant messaging for portable devices (the “HotApp”). HotApp is a cross-platform mobile application that incorporates instant messaging and ecommerce. It provides a messaging and calling services for HotApp users (text, photo, audio). HotApp can be used on any mobile platform (i.e. IOS Online or Android). Pursuant to the Purchase Agreement, the Company issued SeD 1,000,000 shares of common stock and 13,800,000 shares of newly created convertible preferred stock. See Note 6 for further description. As of December 31, 2016, details of the Company’s subsidiaries are as follows: Subsidiaries Date of Incorporation Place of Incorporation Percentage of Ownership 1st Tier Subsidiary: HotApps International Pte Ltd (“HIP”) May 23, 2014 Republic of Singapore 100% by Company 2nd Tier Subsidiaries: HotApps Call Pte Ltd September 15, 2014 Republic of Singapore 100% owned by HIP HotApps Information Technology Co Ltd November 10, 2014 People’s Republic of China 100% owned by HIP HotApp International Limited* July 8, 2014 Hong Kong (Special Administrative Region) 100% owned by HIP * On March 25, 2015, HotApps International Pte Ltd acquired 100% of issued share capital in HotApp International Limited. The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has incurred net losses of $4,628,976 and has net working capital deficit of $544,411 at December 31, 2016. Management has concluded that due to the conditions described above, there is substantial doubt about the entities ability to continue as a going concern through April 14, 2018. We have evaluated the significance of the conditions in relation to our ability to meet our obligations and believe that our current cash balance along with our current operations will not provide sufficient capital to continue operation through 2017. 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. 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.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of presentation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of consolidation The consolidated financial statements of the Group include the financial statements of Hotapp International Inc and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues, cost and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets and share-based compensation. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased. Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of December 31, 2016, cash and cash equivalents of the Group includes, on an as converted basis to US dollars, $23,568, $63,678 and $13,588, in Hong Kong Dollars (“HK$”), Reminbi (“RMB”) and Singapore Dollars (“S$”), respectively. The Renminbi (“RMB”) is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Concentration of credit risk Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and cash equivalents. The Group places their cash with financial institutions with high-credit ratings and quality. Fixed assets, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Office equipment 3 years Computer equipment 3 years Furniture and fixtures 3 years Motor vehicles 10 years Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Revenue recognition The Group recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Company currently has $151,443 revenue from its services rendered on projects, and plans to derive its revenue from membership subscription services, offering the platform for Enterprise Collaboration with integration. Revenue is currently recognized under contract accounting due to the significant software production required, and the percentage-of-completion method is used in accordance with ASC 605-35. The Company is recognizing the percentage-of-completion based on input measures that measured directly from expenses incurred, and management reviews the progress to completion. Research and development expenses Research and development expenses primarily consist of (i) salaries and benefits for research and development personnel, and (ii) office rental, general expenses and depreciation expenses associated with the research and development activities. The Company’s research and development activities primarily consist of the research and development of new features for its mobile platform and its self-developed mobile games. Expenditures incurred during the research phase are expensed as incurred. Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2016 or 2015, respectively. Uncertainties exist with respect to the application of the New EIT Law to our operations, specifically with respect to our tax residency. The New EIT Law specifies that legal entities organized outside of the PRC will be considered residents for PRC income tax purposes if their “de facto management bodies” as “establishments that carry on substantial and overall management and control over the operations, personnel, accounting, properties, etc. of the Company.” Because of the uncertainties that have resulted from limited PRC guidance on the issue, it is uncertain whether our legal entities outside the PRC constitute residents under the New EIT Law. If one or more of our legal entities organized outside the PRC were characterized as PRC residents, the impact would adversely affect our results of operations. Foreign currency translation The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong and the PRC are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Renminbi ("RMB"), which are also the functional currencies of these entities. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations. The Company’s entities with functional currency of Renminbi, Hong Kong Dollar and Singapore Dollar, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). For the year ended December 31, 2016, the Company recorded other comprehensive income from translation gain of $79,389 in the consolidated financial statements. Operating leases Leases where the rewards and risks of ownership of assets primarily remain with the lessor are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods. Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive loss. Loss per share Basic loss per share is computed by dividing net loss attributable to shareholders by the weighted average number of shares outstanding during the period. The Company's convertible preferred shares are not participating securities and have no voting rights until converted to common stock. As of December 31, 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. On Feb. 25, 2016, the Financial Accounting Standards Board (FASB) released Accounting Standards Update No. 2016-02, Leases (Topic 842) (the Update). The new leasing standard presents dramatic changes to the balance sheets of lessees. Lessor accounting is updated to align with certain changes in the lessee model and the new revenue recognition standard. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on its financial statements.

3. Fixed Assets, Net

3. Fixed Assets, Net	12 Months Ended
	Dec. 31, 2016
Fixed Assets Net
Fixed Assets, Net	Fixed assets, net consisted of the following: As of December 31, 2016 2015 Computer equipment $ 69,442 $ 69,002 Office equipment 19,671 20,787 Furniture and fixtures 7,156 46,916 Motor vehicle — 97,418 $ 96,269 $ 234,123 Less: accumulated depreciation (50,173 ) (41,815 ) Fixed assets, net $ 46,096 $ 192,308 Depreciation expense for the years ended December 31, 2016 and 2015 was $37,327 and $37,633, respectively. A motor vehicle has been sold to an affiliate of Singapore eDevelopment Limited (“SeD”) for a consideration of $93,678 and furniture and fixture of $10,040 has been sold to SeD.

4. Accounts Payable and Accrued

4. Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2016
Accounts Payable And Accrued Expenses
Accounts Payable and Accrued Expenses	Accrued expenses and other current liabilities consisted of the following: As of December 31, 2016 2015 Accrued payroll $ 180,464 $ 196,401 Accrued professional fees 45,612 112,215 Other 12,239 71,763 Total $ 238,315 $ 379,379

5. Income Taxes

5. Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	The provision for income taxes for the years ended December 31, 2016 and 2015, was as follows: Year Ended December 31, 2016 2015 Domestic Foreign Total Domestic Foreign Total Loss from continuing operations, before income taxes $ (195,199 ) $ (745,597 ) $ (940,796 ) $ (329,715 ) $ (2,686,382 ) $ (3,016,097) Income tax at statutory rate (68,320 ) (161,083 ) (229,403 ) (115,400 ) (557,608 ) (673,008) Items not taxable for tax purposes — — — (7,365 ) — (7,365) Items not deductible for tax purposes 29,400 — 29,400 20,128 207,830 227,958 Change in valuation allowance 38,920 161,083 200,003 102,637 349,778 452,415 Income tax expense $ — $ — $ — $ — $ — $ — Deferred income tax assets Loss carry-forwards $ 223,907 $ 529,323 $ 753,230 $ 184,987 $ 368,240 $ 553,227 Less: valuation allowance (223,907 ) (529,323 ) (753,230 ) (184,987 ) (368,240 ) (553,227) Total net deferred tax assets $ — $ — $ — $ — $ — $ — The Company provided a valuation allowance equal to the deferred income tax assets for period ended December 31, 2016 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards. As of December 31, 2016, the Company had approximately $3,753,400 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, 2016, 2015 and 2014 are still subject to examination by the taxing authorities.

6. Share Capitalization

6. Share Capitalization	12 Months Ended
	Dec. 31, 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 December 31, 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	12 Months Ended
	Dec. 31, 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 2016 from SED. The lease agreement with Allbest Property Management Pte Ltd was novated to SED with effect from April 1, 2016. For the year ended December 31, 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 was expired on August 31, 2016 with monthly payments of $4,611. 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 $2,224. The Company was required to put up a security deposit of $4,448. For the year ended December 31, 2016 and 2015, the Company recorded rent expense of $41,326 and $55,407 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. This lease commenced on April 20, 2015 and runs through April 19, 2017 with monthly payments of $2,579. The Company was required to put up a security deposit of $5,158. For the year ended December 31, 2016, the Company recorded rent expense of $34,734 for this office. The following is a schedule by years of future minimum lease payments: 2017 $ 20,491 2018 — Total $ 20,491

8. Related Party Balances and T

8. Related Party Balances and Transactions	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Balances and Transactions	The Company’s Chief Executive Officer (CEO) and Director is the Chief Executive Officer of SED. SED is the majority shareholder of the Company. The Company’s other two directors, one being the Chief Technology Officer who has entered into an employment arrangement with the Company’s 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 year ended December 31, 2016, the Company recovered $19,970 of rental and utilities expenses from SED, and transferred furniture & fixtures amounting $10,040 to SeD. As of December 31, 2016, the Company has made impairment provision for the receivable from a related party amounting $2,072 and the Company has $455,857 amount due to related parties

9. Subsequent Event

9. Subsequent Event	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Subsequent Event	HotApp International Inc (“HotApp”) announced in February 2017 that it has entered into an Agreement for Services (“Agreement”) with iGalen International Inc (“iGalen”), a company specializing in dietary supplements, to provide iGalen with a mobile enterprise resource planning platform (“Mobile App”) for iGalen’s members. Under the terms of the agreement, iGalen, a U.S.-based network marketing company, 53% owned subsidiary of Singapore Exchange-listed Singapore eDevelopment Limited (“SeD”), and affiliate of HotApp, will share 3% of its entire annual global revenue with HotApp for the financial year ending December 31, 2017. In turn, HotApp will be responsible for maintaining and upgrading the Mobile App platform, as well as providing the required cloud infrastructure. HotApp will absorb the cost of development of the Mobile App, and will not charge individual members for use of the Mobile App’s standard functions. On March 27, 2017, the Company entered into a Loan Conversion Agreement with Singapore eDevelopment Limited (“SeD”), a Singapore company, pursuant to which SeD agreed to convert $450,890 of debt owed by Company to SeD into 500,988,889 common shares at a conversion price of $0.0009. On March 27, 2017, SeD and the Company also entered into a Preferred Stock Cancellation Agreement, by which SeD agreed to cancel its 13,800,000 shares Perpetual Preferred Stock issued by the Company. The Board of Directors and Majority Stockholder of the Company have approved an increase in the number of the Company’s authorized shares of common stock from 500,000,000 to 1,000,000,000 by means of an amendment to the Company’s Articles of Incorporation. On March 27, 2017, SeD and the Company also entered into a Preferred Stock Cancellation Agreement, by which SeD agreed to cancel its 13,800,000 shares Perpetual Preferred Stock issued by the Company. The terms of the additional shares of common stock will be identical to those of the currently outstanding shares of Common Stock. However, because the holders of common stock do not have preemptive rights to purchase or subscribe for any new issuances of common stock, the authorization and subsequent issuance of additional shares of common stock will reduce the current stockholders’ percentage ownership interest in the total outstanding shares of common stock. This amendment and the creation of additional shares of authorized common stock will not alter current stockholders’ relative rights and limitations.

2. Summary of Significant Acc16

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis of Consolidation	The consolidated financial statements of the Group include the financial statements of Hotapp International Inc and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.
Use of Estimates	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues, cost and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets and share-based compensation.
Cash and Cash Equivalents	Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased.
Foreign Currency Risk	Because of its foreign operations, the Company holds cash in non-US dollars. As of December 31, 2016, cash and cash equivalents of the Group includes, on an as converted basis to US dollars, $23,568, $63,678 and $13,588, in Hong Kong Dollars (“HK$”), Reminbi (“RMB”) and Singapore Dollars (“S$”), respectively. The Renminbi (“RMB”) is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.
Concentration of Credit Risk	Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and cash equivalents. The Group places their cash with financial institutions with high-credit ratings and quality.
Fixed Assets, Net	Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Office equipment 3 years Computer equipment 3 years Furniture and fixtures 3 years Motor vehicles 10 years
Fair Value	Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Revenue Recognition	The Group recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Company currently has $151,443 revenue from its services rendered on projects, and plans to derive its revenue from membership subscription services, offering the platform for Enterprise Collaboration with integration. Revenue is currently recognized under contract accounting due to the significant software production required, and the percentage-of-completion method is used in accordance with ASC 605-35. The Company is recognizing the percentage-of-completion based on input measures that measured directly from expenses incurred, and management reviews the progress to completion.
Research and Development Expenses	Research and development expenses primarily consist of (i) salaries and benefits for research and development personnel, and (ii) office rental, general expenses and depreciation expenses associated with the research and development activities. The Company’s research and development activities primarily consist of the research and development of new features for its mobile platform and its self-developed mobile games. Expenditures incurred during the research phase are expensed as incurred.
Income Taxes	Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2016 or 2015, respectively. Uncertainties exist with respect to the application of the New EIT Law to our operations, specifically with respect to our tax residency. The New EIT Law specifies that legal entities organized outside of the PRC will be considered residents for PRC income tax purposes if their “de facto management bodies” as “establishments that carry on substantial and overall management and control over the operations, personnel, accounting, properties, etc. of the Company.” Because of the uncertainties that have resulted from limited PRC guidance on the issue, it is uncertain whether our legal entities outside the PRC constitute residents under the New EIT Law. If one or more of our legal entities organized outside the PRC were characterized as PRC residents, the impact would adversely affect our results of operations.
Foreign Currency Translation	The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong and the PRC are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Renminbi ("RMB"), which are also the functional currencies of these entities. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations. The Company’s entities with functional currency of Renminbi, Hong Kong Dollar and Singapore Dollar, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). For the year ended December 31, 2016, the Company recorded other comprehensive income from translation gain of $79,389 in the consolidated financial statements.
Operating Leases	Leases where the rewards and risks of ownership of assets primarily remain with the lessor are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods.
Comprehensive Income (Loss)	Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive loss.
Loss Per Share	Basic loss per share is computed by dividing net loss attributable to shareholders by the weighted average number of shares outstanding during the period. The Company's convertible preferred shares are not participating securities and have no voting rights until converted to common stock. As of December 31, 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. On Feb. 25, 2016, the Financial Accounting Standards Board (FASB) released Accounting Standards Update No. 2016-02, Leases (Topic 842) (the Update). The new leasing standard presents dramatic changes to the balance sheets of lessees. Lessor accounting is updated to align with certain changes in the lessee model and the new revenue recognition standard. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on its financial statements.

1. The Company History and Natu

1. The Company History and Nature of the Business (Tables)	12 Months Ended
	Dec. 31, 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 People’s Republic of China 100% owned by HIP HotApp International Limited* July 8, 2014 Hong Kong (Special Administrative Region) 100% owned by HIP * On March 25, 2015, HotApps International Pte Ltd acquired 100% of issued share capital in HotApp International Limited.

2. Summary of Significant Acc18

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 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)	12 Months Ended
	Dec. 31, 2016
Fixed Assets Net Tables
Fixed Assets, Net	As of December 31, 2016 2015 Computer equipment $ 69,442 $ 69,002 Office equipment 19,671 20,787 Furniture and fixtures 7,156 46,916 Motor vehicle — 97,418 $ 96,269 $ 234,123 Less: accumulated depreciation (50,173 ) (41,815 ) Fixed assets, net $ 46,096 $ 192,308

4. Accounts Payable and Accru20

4. Accounts Payable and Accrued Expense (Tables)	12 Months Ended
	Dec. 31, 2016
Accounts Payable And Accrued Expense Tables
Schedule of Accounts Payable and Accrued Expenses	As of December 31, 2016 2015 Accrued payroll $ 180,464 $ 196,401 Accrued professional fees 45,612 112,215 Other 12,239 71,763 Total $ 238,315 $ 379,379

5. Income Taxes (Tables)

5. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxes Tables
Schedule of Provision for Income Taxes and Deferred Income Tax Assets	Year Ended December 31, 2016 2015 Domestic Foreign Total Domestic Foreign Total Loss from continuing operations, before income taxes $ (195,199 ) $ (745,597 ) $ (940,796 ) $ (329,715 ) $ (2,686,382 ) $ (3,016,097) Income tax at statutory rate (68,320 ) (161,083 ) (229,403 ) (115,400 ) (557,608 ) (673,008) Items not taxable for tax purposes — — — (7,365 ) — (7,365) Items not deductible for tax purposes 29,400 — 29,400 20,128 207,830 227,958 Change in valuation allowance 38,920 161,083 200,003 102,637 349,778 452,415 Income tax expense $ — $ — $ — $ — $ — $ — Deferred income tax assets Loss carry-forwards $ 223,907 $ 529,323 $ 753,230 $ 184,987 $ 368,240 $ 553,227 Less: valuation allowance (223,907 ) (529,323 ) (753,230 ) (184,987 ) (368,240 ) (553,227) Total net deferred tax assets $ — $ — $ — $ — $ — $ —

9. Commitments and Contingencie

9. Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments And Contingencies Tables
Schedule of Future Minimum Lease Payments	2017 $ 20,491 2018 — Total $ 20,491

1. The Company History and Na23

1. The Company History and Nature of the Business (Details)	12 Months Ended
	Dec. 31, 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	People’s Republic of China
Percentage of Ownership	100.00%
HotApp International Limited
Date of Incorporation	Jul. 8, 2014	[1]
Place of Incorporation	Hong Kong (Special Administrative Region)
Percentage of Ownership	100.00%
[1]	On March 25, 2015, HotApps International Pte Ltd acquired 100% of issued share capital in HotApp International Limited.

2. Summary of Significant Acc24

2. Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 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

2. Summary of Significant Acc25

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Summary Of Significant Accounting Policies Details Narrative
Project fee	$ 151,443	$ 0
Foregin currency translation gain (loss)	$ 79,389	$ (156,741)

3. Fixed Assets, Net (Details)

3. Fixed Assets, Net (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Fixed Assets Net Details
Computer equipment	$ 69,442	$ 69,002
Office equipment	19,671	20,787
Furniture and fixtures	7,156	46,916
Motor vehicle	0	97,418
Fixed assets, gross	96,269	234,123
Less: accumulated depreciation	(50,173)	(41,815)
Fixed assets, net	$ 46,096	$ 192,308

3. Fixed Assets, Net (Details N

3. Fixed Assets, Net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fixed Assets Net Details Narrative
Depreciation expense	$ 37,327	$ 37,633

4. Accounts Payable and Accru28

4. Accounts Payable and Accrued Expense (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Accounts Payable And Accrued Expense Details
Accrued payroll	$ 180,464	$ 196,401
Accrued professional fees	45,612	112,215
Other	12,239	71,763
Total	$ 238,315	$ 379,379

5. Income Taxes (Details)

5. Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Loss from continuing operations, before income taxes	$ (940,796)	$ (3,016,097)
Income tax at statutory rate	(229,403)	(673,008)
Items not taxable for tax purposes	0	(7,365)
Items not deductible for tax purposes	29,400	227,958
Change in valuation allowance	200,003	452,415
Income tax expense	0	0
Deferred Income Tax Assets
Loss carry-forwards	753,230	553,227
Less: valuation allowance	(753,230)	(553,227)
Total net deferred tax assets	0	0
Domestic
Loss from continuing operations, before income taxes	(195,199)	(329,715)
Income tax at statutory rate	(68,320)	(115,400)
Items not taxable for tax purposes	0	(7,365)
Items not deductible for tax purposes	29,400	20,128
Change in valuation allowance	38,920	102,637
Income tax expense	0	0
Deferred Income Tax Assets
Loss carry-forwards	223,907	184,987
Less: valuation allowance	(223,907)	(184,987)
Total net deferred tax assets	0	0
Foreign
Loss from continuing operations, before income taxes	(745,597)	(2,686,382)
Income tax at statutory rate	(161,083)	(557,608)
Items not taxable for tax purposes	0	0
Items not deductible for tax purposes	0	207,830
Change in valuation allowance	161,083	349,778
Income tax expense	0	0
Deferred Income Tax Assets
Loss carry-forwards	529,323	368,240
Less: valuation allowance	(529,323)	(368,240)
Total net deferred tax assets	$ 0	$ 0

5. Income Taxes (Details Narrat

5. Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Income Taxes Details Narrative
Tax loss carryforward	$ 3,753,400
Expiration of carryforward	Expire by the year 2035

6. Share Capitalization (Detail

6. Share Capitalization (Details Narrative) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Share Capitalization Details Narrative
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

7. Commitments and Contingenc32

7. Commitments and Contingencies (Details)	Dec. 31, 2016USD ($)
Commitments And Contingencies Tables
2,017	$ 20,491
2,018	0
Total	$ 20,491

7. Commitments and Contingenc33

7. Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Singapore Offices
Rent expense	$ 0
Guangzhou Offices
Rent expense	41,326	$ 55,407
Hong Kong Offices
Rent expense	$ 34,734

8. Related Party Balances and34

8. Related Party Balances and Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Related Party Balances And Transactions Details Narrative
Impairment on amount due from a related company	$ 2,072	$ 0
Amount due to related parties	$ 455,857	$ 0