Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | GigWorld Inc. | |
Entity Central Index Key | 0001600347 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 506,898,576 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-194748 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 45-4742558 | |
Entity Address Address Line 1 | 4800 Montgomery Lane | |
Entity Address Address Line 2 | Suite 210 | |
Entity Address City Or Town | Bethesda | |
Entity Address State Or Province | MD | |
Entity Address Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 971-3940 | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 228,626 | $ 158,057 |
Deposit, prepaid expenses and other receivable | 1,348 | 0 |
Investment in Securities | 1,020,500 | 0 |
TOTAL CURRENT ASSETS | 1,250,474 | 158,057 |
Property and Equipment, net | 1,880 | 0 |
Other non-current assets | 102 | 102 |
TOTAL ASSETS | 1,252,456 | 158,159 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 17,715 | 18,043 |
Accrued taxes | 7,742 | 7,742 |
Amount due to related parties | 2,285,799 | 1,522,104 |
TOTAL CURRENT LIABILITIES | 2,311,256 | 1,547,889 |
TOTAL LIABILITIES | 2,311,256 | 1,547,889 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, 0 issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 506,898,576 shares issued and outstanding, as of September 30, 2021 and December 31, 2020 | 50,690 | 50,690 |
Additional paid-in capital | 4,604,191 | 4,604,191 |
Accumulated other comprehensive loss | (277,482) | (378,361) |
Accumulated deficit | (5,436,511) | (5,666,250) |
TOTAL GIGWORLD INC STOCKHOLDERS' DEFICIT | (1,059,112) | (1,389,730) |
NON-CONTROLLING INTERESTS | 312 | 0 |
TOTAL STOCKHOLDERS' DEFICIT | (1,058,800) | (1,389,730) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,252,456 | $ 158,159 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 15,000,000 | 15,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 506,898,576 | 506,898,576 |
Common stock, outstanding | 506,898,576 | 506,898,576 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
General and administrative | $ 47,718 | $ 22,160 | $ 117,093 | $ 60,765 |
Total operating expenses | 47,718 | 22,160 | 117,093 | 60,765 |
Loss from operations | (47,718) | (22,160) | (117,093) | (60,765) |
Other income (loss): | ||||
Interest income | 0 | 0 | 1 | 3 |
Dividend income | 32,500 | 0 | 32,500 | 0 |
Witholding Federal Tax | (7,800) | 0 | (7,800) | 0 |
Foreign exchange (loss) gain | (16,263) | 34,969 | (48,701) | (21,687) |
Unrealized (loss) gain on Securities Investment | (279,500) | 0 | 370,500 | 0 |
Total other (loss) income | (271,063) | 34,969 | 346,500 | (21,684) |
(Loss) Income before taxes | (318,781) | 12,809 | 229,407 | (82,449) |
Income tax provision | 0 | 0 | 0 | 0 |
Net (loss) income | (318,781) | 12,809 | 229,407 | (82,449) |
Net (loss) attributable to Non-controlling interests | 332 | 0 | 332 | 0 |
Net (loss) income applicable to common shareholders | $ (318,449) | $ 12,809 | $ 229,739 | $ (82,449) |
Net (loss) income per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted number of shares outstanding | ||||
Basic and diluted | 506,898,576 | 506,898,576 | 506,898,576 | 506,898,576 |
Comprehensive Income (Loss): | ||||
Net Income (Loss) | $ (318,781) | $ 12,809 | $ 229,407 | $ (82,449) |
Foreign currency translation gain (loss) | 41,316 | (62,701) | 100,879 | 42,478 |
Total comprehensive (loss) income | $ (277,465) | $ (49,892) | $ 330,286 | $ (39,971) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) | Total GigWorld Inc Stockholders' Deficit [Member] | Noncontrolling Interest |
Balance, shares at Dec. 31, 2019 | 506,898,576 | ||||||
Balance, amount at Dec. 31, 2019 | $ (1,272,320) | $ 50,690 | $ 4,604,191 | $ (310,293) | $ (5,616,908) | $ (1,272,320) | $ 0 |
Net loss for the period | (110,706) | 0 | 0 | 0 | (110,706) | (110,706) | 0 |
Foreign currency translation adjustment | 169,540 | $ 0 | 0 | 169,540 | 0 | 169,540 | 0 |
Balance, shares at Mar. 31, 2020 | 506,898,576 | ||||||
Balance, amount at Mar. 31, 2020 | (1,213,486) | $ 50,690 | 4,604,191 | (140,753) | (5,727,614) | (1,213,486) | 0 |
Balance, shares at Dec. 31, 2019 | 506,898,576 | ||||||
Balance, amount at Dec. 31, 2019 | (1,272,320) | $ 50,690 | 4,604,191 | (310,293) | (5,616,908) | (1,272,320) | 0 |
Net loss for the period | (82,449) | ||||||
Foreign currency translation adjustment | 42,478 | ||||||
Balance, shares at Sep. 30, 2020 | 506,898,576 | ||||||
Balance, amount at Sep. 30, 2020 | (1,312,291) | $ 50,690 | 4,604,191 | (267,815) | (5,699,357) | (1,312,291) | 0 |
Balance, shares at Mar. 31, 2020 | 506,898,576 | ||||||
Balance, amount at Mar. 31, 2020 | (1,213,486) | $ 50,690 | 4,604,191 | (140,753) | (5,727,614) | (1,213,486) | 0 |
Net loss for the period | 15,448 | 0 | 0 | 0 | 15,448 | 15,448 | 0 |
Foreign currency translation adjustment | (64,361) | $ 0 | 0 | (64,361) | 0 | (64,361) | 0 |
Balance, shares at Jun. 30, 2020 | 506,898,576 | ||||||
Balance, amount at Jun. 30, 2020 | (1,262,399) | $ 50,690 | 4,604,191 | (205,114) | (5,712,166) | (1,262,399) | 0 |
Net loss for the period | 12,809 | 0 | 0 | 0 | 12,809 | 12,809 | 0 |
Foreign currency translation adjustment | (62,701) | $ 0 | 0 | (62,701) | 0 | (62,701) | 0 |
Balance, shares at Sep. 30, 2020 | 506,898,576 | ||||||
Balance, amount at Sep. 30, 2020 | (1,312,291) | $ 50,690 | 4,604,191 | (267,815) | (5,699,357) | (1,312,291) | 0 |
Balance, shares at Dec. 31, 2020 | 506,898,576 | ||||||
Balance, amount at Dec. 31, 2020 | (1,389,730) | $ 50,690 | 4,604,191 | (378,361) | (5,666,250) | (1,389,730) | 0 |
Net loss for the period | (66,599) | 0 | 0 | 0 | (66,599) | (66,599) | 0 |
Foreign currency translation adjustment | 63,278 | $ 0 | 0 | 63,278 | 0 | 63,278 | 0 |
Balance, shares at Mar. 31, 2021 | 506,898,576 | ||||||
Balance, amount at Mar. 31, 2021 | (1,393,051) | $ 50,690 | 4,604,191 | (315,083) | (5,732,849) | (1,393,051) | 0 |
Balance, shares at Dec. 31, 2020 | 506,898,576 | ||||||
Balance, amount at Dec. 31, 2020 | (1,389,730) | $ 50,690 | 4,604,191 | (378,361) | (5,666,250) | (1,389,730) | 0 |
Net loss for the period | 229,739 | ||||||
Foreign currency translation adjustment | 100,879 | ||||||
Balance, shares at Sep. 30, 2021 | 506,898,576 | ||||||
Balance, amount at Sep. 30, 2021 | (1,058,800) | $ 50,690 | 4,604,191 | (227,482) | (5,436,511) | (1,059,112) | 312 |
Balance, shares at Mar. 31, 2021 | 506,898,576 | ||||||
Balance, amount at Mar. 31, 2021 | (1,393,051) | $ 50,690 | 4,604,191 | (315,083) | (5,732,849) | (1,393,051) | 0 |
Net loss for the period | 614,787 | 0 | 0 | 0 | 614,787 | 614,787 | 0 |
Foreign currency translation adjustment | (3,715) | $ 0 | 0 | (3,715) | 0 | (3,715) | 0 |
Balance, shares at Jun. 30, 2021 | 506,898,576 | ||||||
Balance, amount at Jun. 30, 2021 | (781,979) | $ 50,690 | 4,604,191 | (318,798) | (5,118,062) | (781,979) | 0 |
Net loss for the period | (318,449) | 0 | 0 | 0 | (318,449) | (318,449) | (332) |
Foreign currency translation adjustment | 41,316 | $ 0 | 0 | 41,316 | 0 | 41,316 | 0 |
Subsidiary's issuance of stock | 644 | 644 | |||||
Balance, shares at Sep. 30, 2021 | 506,898,576 | ||||||
Balance, amount at Sep. 30, 2021 | $ (1,058,800) | $ 50,690 | $ 4,604,191 | $ (227,482) | $ (5,436,511) | $ (1,059,112) | $ 312 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 229,407 | $ (82,449) |
Adjustments to reconcile net loss to cash used in operations: | ||
Depreciation | 110 | 0 |
Unrealized (gain) on securities investment | (370,500) | 0 |
Foreign exchange transaction loss | 0 | 21,495 |
Change in operating assets and liabilities: | ||
Deposit, prepaid expenses and other receivable | (1,348) | 0 |
Accounts payable and accrued expenses | (328) | 48 |
Net cash used in operating activities | (142,659) | (60,906) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchase of securities investment | (650,000) | 0 |
Purchase of property and equipment | (1,990) | 0 |
Net cash used in investing activities | (651,990) | 0 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Subsidiary's issuance of stock | 644 | 0 |
Advance from related parties | 806,336 | 68,631 |
Net cash provided by financing activities | 806,980 | 68,631 |
NET INCREASE IN CASH | 12,331 | 7,725 |
Effects of exchange rates on cash | 58,238 | (1,056) |
CASH AND CASH EQUIVALENTS at beginning of period | 158,057 | 55,752 |
CASH AND CASH EQUIVALENTS at end of period | 228,626 | 62,421 |
Cash paid for: | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
THE COMPANY HISTORY AND NATURE
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | |
Note 1. THE COMPANY HISTORY AND NATURE OF THE BUSINESS | Note 1. THE COMPANY HISTORY AND NATURE OF THE BUSINESS GigWorld Inc., formerly HotApp Blockchain, Inc. (the “Company” or “Group”) was incorporated in the State of Delaware on March 7, 2012 and established a fiscal year end of December 31. The Company’s business is focused on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. We will help enterprises and community users to transform their business model with digital economy in a more effective manner. With our platform, users can discover and build their own communities and create valuable content. Enterprises can in turn enhance the user experience with premium content, all of which are facilitated by the transactions of every stakeholder via e-commerce. Our go-to-market model includes working closely with business entities, which are primarily on a membership based business, direct selling being one of them, to provide membership collaboration tools for communications, commerce and social media management. We work with backend systems providers that provide the order processing, commission management capability and enable them with mobile friendly interface and access to the relevant backend services. The pricing model will be based on a subscription model with a possible one-time integration support fee. GigWorld Inc. will work closely with business development consultants to promote our platform to enterprises. Going Concern These financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has incurred net losses of $5,436,511 and has net working capital deficit of $1,060,782 at September 30, 2021. 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 November 10, 2022. 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 2021. 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 them 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying Consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 22, 2021. Results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2021. The other information in these consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. Basis of consolidation The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. The Company’s consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of September 30, 2021 and December 31, 2020, as follows: Attributable interest as of, Name of subsidiary consolidated under GigWorld Inc. State or other jurisdiction of incorporation or organization September 30, December 31, 2020 % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) United States of America 100.0 100.0 HWH World Inc. United States of America 100.0 100.0 HWH World Pte. Ltd. Singapore 100.0 100.0 Smart Reward Express Limited Hong Kong 50.0* - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$10,000 comprising 10,000 ordinary shares. Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50% of the issued and outstanding shares of Smart Reward. The remaining 50% of the issued and outstanding shares of Smart Reward are held by Value Exchange Int’l (China) Limited, a wholly-owned subsidiary of VEII. HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward. HotApp International Limited is a wholly-owned subsidiary of HotApp BlockChain Pte. Ltd., which is a wholly-owned subsidiary of GigWorld Inc. The remaining 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward, are held by Value Exchange Int’l (China) Limited, a wholly-owned subsidiary of Value Exchange International Inc. GigWorld Inc. owns 18% of the total issued and outstanding shares of Value Exchange International Inc. Accordingly, the Company in total holds more than 50% of Smart Reward, and Swart Reward is consolidated in the Company’s financial statements. 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. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of September 30, 2021 and December 31, 2020. Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of September Investment Securities Investments represent equity investments with readily determinable fair values. The Company account for investments in equity securities that have readily determinable fair values are measured at fair value, with unrealized gains and losses from fair value changes recognized in net income in the consolidated statements of comprehensive income. Property and Equipment, net Property and equipment, net is reported at cost less accumulated depreciation, which is generally provided on the straight-line method over the estimated useful lives of the assets. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized. Concentrations Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular bank in the United States is insured up to $250,000 by Federal Deposit Insurance Corporation (FDIC), the Group exposes to risk due to its concentration of cash in foreign countries. The Group places its cash with financial institutions with high-credit ratings and quality. 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 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 period ended September Foreign currency translation Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore and Hong Kong are maintained in their local currencies, the Singapore Dollar (S$) and Hong Kong Dollar (HK$), 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 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 three and nine months ended September 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. Income (Loss) per share Basic income (loss) per share is computed by dividing net income (loss) attributable to shareholders by the weighted average number of shares outstanding during the period. As of September 30, 2021, there are no potentially dilutive securities that were excluded from the computation of diluted EPS. Fair Value Measurements ASC 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques. Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On September 30, 2021 and December 31, 2020, the aggregate non-controlling interests in the Company were $312 and $0, respectively. Recent accounting pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Note 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Note 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2021 2020 Accrued professional fees $ 15,635 $ 16,892 Other 2,080 1,151 Total $ 17,715 $ 18,043 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
Note 4. RELATED PARTY BALANCES AND TRANSACTIONS | Note 4. RELATED PARTY BALANCES AND TRANSACTIONS Effective as of September 1, 2020, Chan Heng Fai resigned as the Acting Chief Executive Officer of the Company, and the Company’s Board of Directors appointed Lee Wang Kei (“Nathan”) as the Company’s Chief Executive Officer. Alset International Limited (“AIL”) is the Company’s majority stockholder. Chan Heng Fai, the Executive Chairman of the Company’s Board of Directors, is also the Chief Executive Officer and a member of AIL’s Board of Directors, as well as the majority stockholder of AIL. Lui Wai Leung Alan, the Company’s Chief Financial Officer, is also the Executive Director and Chief Financial Officer of AIL. Both Chan Heng Fai and Lui Wai Leung Alan are compensated by AIL, the Company’s majority stockholder. Our Chief Executive Officer, Lee Wang Kei, is paid $2,000 per month by HotApp International Limited, a subsidiary of the Company. AIL has provided staff to our Company without charge since becoming our majority stockholder. As of September 30, 2021, the Company has an amount due to AIL of $2,285,697 plus an amount due to an associated company of AIL of $102. As of December 31, 2020, the Company has amount due to AIL of $1,521,999 plus an amount due to an associated company of AIL of $105. |
INVESTMENT
INVESTMENT | 9 Months Ended |
Sep. 30, 2021 | |
INVESTMENT | |
Note 5. INVESTMENT | Note 5. INVESTMENT The Company acquired 6,500,000 shares of Value Exchange International Inc.’s common shares for an aggregate subscription price of $650,000. Gross dividend income amounting to $32,500 was received during the period ended September 30, 2021. Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of September 30, 2021: Amount at Fair Value Measurement Using Amount at Cost Level 1 Level 2 Level 3 Fair Value September 30, 2021 Asset Investment Securities – Fair Value $ 6,500,000 $ 1,020,500 $ - $ - $ 1,020,500 Total Investment in securities at Fair Value $ 6,500,000 $ 1,020,500 $ - $ - $ 1,020,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | The accompanying Consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 22, 2021. Results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2021. The other information in these consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. |
Basis of consolidation | The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. The Company’s consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of September 30, 2021 and December 31, 2020, as follows: Attributable interest as of, Name of subsidiary consolidated under GigWorld Inc. State or other jurisdiction of incorporation or organization September 30, December 31, 2020 % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) United States of America 100.0 100.0 HWH World Inc. United States of America 100.0 100.0 HWH World Pte. Ltd. Singapore 100.0 100.0 Smart Reward Express Limited Hong Kong 50.0* - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$10,000 comprising 10,000 ordinary shares. Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50% of the issued and outstanding shares of Smart Reward. The remaining 50% of the issued and outstanding shares of Smart Reward are held by Value Exchange Int’l (China) Limited, a wholly-owned subsidiary of VEII. HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward. HotApp International Limited is a wholly-owned subsidiary of HotApp BlockChain Pte. Ltd., which is a wholly-owned subsidiary of GigWorld Inc. The remaining 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward, are held by Value Exchange Int’l (China) Limited, a wholly-owned subsidiary of Value Exchange International Inc. GigWorld Inc. owns 18% of the total issued and outstanding shares of Value Exchange International Inc. Accordingly, the Company in total holds more than 50% of Smart Reward, and Swart Reward is consolidated in the Company’s financial statements. |
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. |
Cash and cash equivalents | The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of September 30, 2021 and December 31, 2020. |
Foreign currency risk | Because of its foreign operations, the Company holds cash in non-US dollars. As of September |
Investment Securities | Investments represent equity investments with readily determinable fair values. The Company account for investments in equity securities that have readily determinable fair values are measured at fair value, with unrealized gains and losses from fair value changes recognized in net income in the consolidated statements of comprehensive income. |
Property and Equipment, net | Property and equipment, net is reported at cost less accumulated depreciation, which is generally provided on the straight-line method over the estimated useful lives of the assets. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized. |
Concentrations | Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular bank in the United States is insured up to $250,000 by Federal Deposit Insurance Corporation (FDIC), the Group exposes to risk due to its concentration of cash in foreign countries. The Group places its cash with financial institutions with high-credit ratings and quality. |
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 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 period ended September |
Foreign currency translation | Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore and Hong Kong are maintained in their local currencies, the Singapore Dollar (S$) and Hong Kong Dollar (HK$), 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 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 three and nine months ended September |
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 income (loss) per share is computed by dividing net income (loss) attributable to shareholders by the weighted average number of shares outstanding during the period. As of September 30, 2021, there are no potentially dilutive securities that were excluded from the computation of diluted EPS. |
Fair Value Measurements | ASC 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques. |
Non-controlling interests | Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On September 30, 2021 and December 31, 2020, the aggregate non-controlling interests in the Company were $312 and $0, respectively. |
Recent accounting pronouncements | Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule for subsidiary's consolidation of financial statements | Attributable interest as of, Name of subsidiary consolidated under GigWorld Inc. State or other jurisdiction of incorporation or organization September 30, December 31, 2020 % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) United States of America 100.0 100.0 HWH World Inc. United States of America 100.0 100.0 HWH World Pte. Ltd. Singapore 100.0 100.0 Smart Reward Express Limited Hong Kong 50.0* - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of Accrued expenses and other current liabilities | September 30, December 31, 2021 2020 Accrued professional fees $ 15,635 $ 16,892 Other 2,080 1,151 Total $ 17,715 $ 18,043 |
INVESTMENT (Tables)
INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
INVESTMENT | |
Schedule of Investment | Amount at Fair Value Measurement Using Amount at Cost Level 1 Level 2 Level 3 Fair Value September 30, 2021 Asset Investment Securities – Fair Value $ 6,500,000 $ 1,020,500 $ - $ - $ 1,020,500 Total Investment in securities at Fair Value $ 6,500,000 $ 1,020,500 $ - $ - $ 1,020,500 |
THE COMPANY HISTORY AND NATUR_2
THE COMPANY HISTORY AND NATURE OF THE BUSINESS (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | ||
Incurred net losses | $ (5,436,511) | $ (5,666,250) |
Net working capital deficit | $ (1,060,782) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) [Member] | Singapore [Member] | ||
Variable interest rates | 100.00% | 100.00% |
HotApp International Limited [Member] | HongKong [Member] | ||
Variable interest rates | 100.00% | 100.00% |
Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) [Member] | United States Of America [Member] | ||
Variable interest rates | 100.00% | 100.00% |
HWH World Inc Member [Member] | United States Of America [Member] | ||
Variable interest rates | 100.00% | 100.00% |
HWH World Pte Ltd [Member] | Singapore [Member] | ||
Variable interest rates | 100.00% | 100.00% |
Smart Reward Express Limited [Member] | HongKong [Member] | ||
Variable interest rates | 50.00% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Non controlling interest | $ 312 | $ 312 | $ 0 | ||||||
Description of share holding | 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward | ||||||||
Description of rewards | 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares | ||||||||
Foreign currency translation gain | 41,316 | $ (3,715) | $ 63,278 | $ (62,701) | $ (64,361) | $ 169,540 | $ 100,879 | $ 42,478 | |
Desposit | $ 250,000 | $ 250,000 | |||||||
Ownership percentage | 50.00% | ||||||||
Shares issued | 0 | 0 | 0 | ||||||
Hong Kong Dollar [Member] | |||||||||
Cash equivalents | $ 122,185 | $ 122,185 | $ 122,671 | ||||||
Shares issued | 10,000 | 10,000 | |||||||
Paid up share capital | $ 10,000 | $ 10,000 | |||||||
HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) [Member] | Singapore [Member] | |||||||||
Cash equivalents | $ 70,802 | $ 70,802 | $ 24,448 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) | ||
Accrued professional fees | $ 15,635 | $ 16,892 |
Other | 2,080 | 1,151 |
Total | $ 17,715 | $ 18,043 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Amount due to related parties | $ 2,285,799 | $ 1,522,104 |
AIL | ||
Amount due to related parties | 285,697 | 1,521,999 |
Associated Company of AIL | ||
Amount due to related parties | 102 | $ 105 |
Mr Lee [Member] | ||
Monthly payment | $ 2,000 |
INVESTMENT (Details)
INVESTMENT (Details) | Sep. 30, 2021USD ($) |
Fair Value [Member] | |
Investment Securities - Fair Value | $ 1,020,500 |
Total Investment in securities at Fair Value | 1,020,500 |
Level 1 [Member] | |
Investment Securities - Fair Value | 1,020,500 |
Total Investment in securities at Fair Value | 1,020,500 |
Level 2 [Member] | |
Investment Securities - Fair Value | 0 |
Total Investment in securities at Fair Value | 0 |
Level 3 [Member] | |
Investment Securities - Fair Value | 0 |
Total Investment in securities at Fair Value | 0 |
Cost [Member] | |
Investment Securities - Fair Value | 6,500,000 |
Total Investment in securities at Fair Value | $ 6,500,000 |
INVESTMENT (Details Narrative)
INVESTMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
INVESTMENT | ||||
Common stock, shares | 6,500,000 | 6,500,000 | ||
Common stock, amount | $ 650,000 | $ 650,000 | ||
Dividend income | $ 32,500 | $ 0 | $ 32,500 | $ 0 |