Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 18, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | IWEB, Inc. | ||
Entity Central Index Key | 1,648,365 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Trading Symbol | IWBB | ||
Entity Common Stock, Shares Outstanding | 37,697,750 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 60,716 | $ 586 | |
Prepayments and deposits | 982,523 | 100,000 | |
Other receivables | 5,365 | 0 | |
Amounts due from shareholders | 21,250 | 0 | |
Total current assets | 1,069,854 | 100,586 | |
NON-CURRENT ASSETS | |||
Property, plant and equipment, net | 12,777 | 0 | |
TOTAL ASSETS | 1,082,631 | 100,586 | |
CURRENT LIABILITIES | |||
Accruals | 44,922 | 0 | |
Amounts due to directors | 345,099 | 69,299 | |
Amount due to a related company | 1,000,000 | 0 | |
Total current liabilities | 1,390,021 | 69,299 | |
TOTAL LIABILITIES | 1,390,021 | 69,299 | |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS' (DEFICIT) EQUITY | |||
Preferred stock: $0.0001 par value, 25,000,000 shares authorized, none issued and outstanding | 0 | 0 | |
Common stock, par value $0.0001 per share; 75,000,000 (December 31, 2016: 37,500,000) shares authorized, 37,697,750 (December 31, 2016: 25,747,500) shares issued and outstanding as of December 31, 2017 | [1] | 7,540 | 5,149 |
Additional paid-in capital | 256,937 | 136,214 | |
Accumulated deficit | (564,332) | (112,405) | |
Accumulated other comprehensive (loss) income | (7,535) | 2,329 | |
Total stockholders’ (deficit) equity | (307,390) | 31,287 | |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 1,082,631 | $ 100,586 | |
[1] | Post a 1-for-2 reverse stock split effective on March 13, 2018. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 75,000,000 | 37,500,000 |
Common Stock, Shares, Issued | 37,697,750 | 25,747,500 |
Common Stock, Shares, Outstanding | 37,697,750 | 25,747,500 |
Stockholders' Equity, Reverse Stock Split | 1-for-2 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenue | $ 126,456 | $ 0 | ||
Cost of revenue | (19,119) | 0 | ||
Gross profit | 107,337 | 0 | ||
General and administrative expenses | (564,384) | (112,405) | ||
Loss from operations | (457,047) | (112,405) | ||
Other (expense) income, net | 5,120 | 0 | ||
Loss before income tax | (451,927) | (112,405) | ||
Income tax expense | 0 | 0 | ||
Net loss | (451,927) | (112,405) | ||
Other comprehensive (loss) income | ||||
Foreign currency translation adjustment | (9,864) | 2,329 | ||
Total comprehensive loss | $ (461,791) | $ (110,076) | ||
Loss per share Basic and diluted | [1] | $ (0.01) | $ 0 | [2] |
Weighted average number of common shares outstanding Basic and diluted | [1] | 33,210,306 | 25,747,500 | |
[1] | Post a 1-for-2 reverse stock split effective on March 13, 2018. | |||
[2] | Less than $0.01 per share |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (451,927) | $ (112,405) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,500 | 0 |
Changes in assets and liabilities | ||
Prepayments and deposits | (838,538) | (100,000) |
Amounts due from shareholders | (21,250) | 0 |
Other receivables | (5,136) | 0 |
Amount due to a related company | 957,489 | 0 |
Accruals | 44,671 | 0 |
Net cash used in operating activities | (313,191) | (212,405) |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (13,734) | 0 |
Net cash used in investing activities | (13,734) | 0 |
Cash flows from financing activities | ||
Capital contribution from shareholders of VIE | 50,000 | 141,363 |
Advance from directors | 286,891 | 69,299 |
Repayment to director | (147,750) | 0 |
Proceed from issue of shares | 197,750 | 0 |
Net cash provided by financing activities | 386,891 | 210,662 |
Effect of exchange rates on cash | 164 | 2,329 |
Net increase in cash and cash equivalents | 60,130 | 586 |
Cash and cash equivalents at beginning of year | 586 | 0 |
Cash and cash equivalents at end of year | 60,716 | 586 |
Supplemental of cash flow information | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Begainning Balances at Dec. 31, 2015 | $ 141,363 | $ 5,149 | $ 136,214 | $ 0 | $ 0 | $ 0 |
Begainning Balances (in shares) at Dec. 31, 2015 | 51,495,000 | 0 | ||||
Net loss | (112,405) | $ 0 | 0 | (112,405) | 0 | |
Foreign currency translation adjustment | 2,329 | 0 | 2,329 | |||
Ending Balances at Dec. 31, 2016 | 31,287 | $ 5,149 | 136,214 | $ 0 | (112,405) | 2,329 |
Ending Balances (in shares) at Dec. 31, 2016 | 51,495,000 | 0 | ||||
Capital contribution from shareholders of VIE | 50,000 | $ 0 | 50,000 | $ 0 | 0 | 0 |
Shares repurchased as treasury shares (Note 6) | (1) | $ 0 | $ (1) | 0 | 0 | |
Shares repurchased as treasury shares (Note 6) (in shares) | 0 | (39,495,000) | ||||
Shares issued due to recapitalization (Note 1) | (124,635) | $ 2,351 | (126,987) | $ 1 | 0 | 0 |
Shares issued due to recapitalization (Note 1) (in shares) | 23,505,000 | 39,495,000 | ||||
Shares issued | 197,750 | $ 40 | 197,710 | $ 0 | 0 | 0 |
Shares issued (in shares) | 395,500 | 0 | ||||
Net loss | (451,927) | $ 0 | 0 | $ 0 | (451,927) | 0 |
Foreign currency translation adjustment | (9,864) | 0 | 0 | 0 | 0 | (9,864) |
Ending Balances at Dec. 31, 2017 | $ (307,390) | $ 7,540 | $ 256,937 | $ 0 | $ (564,332) | $ (7,535) |
Ending Balances (in shares) at Dec. 31, 2017 | 75,395,500 | 0 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 - ORGANIZATION AND BUSINESS IWEB, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on February 17, 2015. The Company’s original business plan was to actively engage in providing high impact internet marketing strategies to internet based businesses and people seeking to create websites, but this business was not successful. On December 12, 2016, 49,995,000 97.08 380,000 On January 5, 2017, the Company’s Board of Directors approved an amendment to the Company’s Bylaws to change the Company’s fiscal year end from June 30 to December 31, effective as of December 31, 2016. On May 15, 2017, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Enigma Technology International Corporation (“Enigma BVI”), and all the shareholders of Enigma BVI, namely, Mr. Ratanaphon Wongnapachant, Ms. Chanikarn Lertchawalitanon and S-Mark Co. Ltd. (collectively the “Shareholders”), to acquire all the issued and outstanding capital stock of Enigma BVI in exchange for the issuance to the Shareholders of an aggregate of 63,000,000 Enigma BVI was incorporated on February 22, 2017 in the British Virgin Islands. Digiwork (Thailand) Co., Ltd. (“Digiwork”) was established and incorporated in Thailand on November 24, 2016. The authorized capital of the Digiwork is THB 5,000,000 147,390 500,000 10 On May 15, 2017, Enigma BVI, Digiwork and the shareholders of Digiwork entered into the following commercial arrangements, or collectively, “VIE Agreements,” pursuant to which Enigma BVI has contractual rights to control and operate the businesses of Digiwork. Pursuant to an Exclusive Technology Consulting and Service Agreement, Enigma BVI agreed to act as the exclusive consultant of Digiwork and provide technology consulting and services to Digiwork. In exchange, Digiwork agreed to pay Enigma BVI a technology consulting and service fee, the amount of which is decided by Enigma BVI on the basis of the work performed and commercial value of the services and the fee amount to be equivalent to the amount of net profit before tax of Digiwork on a quarterly basis; provided that the minimum amount of which is no less than THB 30,000 874 Pursuant to an Exclusive Purchase Option Agreement, the shareholders of Digiwork granted to Enigma BVI and any party designated by Enigma BVI the exclusive right to purchase at any time during the term of this agreement all or part of the equity interests in Digiwork, or the “Equity Interests,” at a purchase price equal to the registered capital paid by the shareholders of Digiwork for the Equity Interests, or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law; Pursuant to powers of attorney executed by each of the shareholders of Digiwork, such shareholders irrevocably authorized any person appointed by Enigma BVI to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval of Digiwork’s shareholders, disposing of all or part of the shareholder's equity interest in Digiwork, and electing, appointing or removing directors and executive officers. The person designated by Enigma BVI is entitled to dispose of dividends and profits on the equity interest without reliance of any oral or written instructions of the shareholder. Each power of attorney will remain in force for so long as the shareholder remains a shareholder of Digiwork. Each shareholder has waived all the rights which have been authorized to Enigma BVI’s designated person under each power of attorney; Pursuant to equity pledge agreements, each of the shareholders of Digiwork pledged all of the Equity Interests to Enigma BVI to secure the full and complete performance of the obligations and liabilities on the part of Digiwork and each of its shareholders under this and the above contractual arrangements. If Digiwork or the shareholders of Digiwork breach their contractual obligations under these agreements, then Enigma BVI, as pledgee, will have the right to dispose of the pledged equity interests. The shareholders of Digiwork agree that, during the term of the equity pledge agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and they also agree that Enigma BVI’s rights relating to the equity pledge should not be prejudiced by the legal actions of the shareholders, their successors or their designees. During the term of the equity pledge, Enigma BVI has the right to receive all of the dividends and profits distributed on the pledged equity. The equity pledge agreements will terminate on the second anniversary of the date when Digiwork and the shareholders of Digiwork have completed all their obligations under the contractual agreements described above. As a result of the above contractual arrangements, Enigma BVI has substantial control over Digiwork’s daily operations and financial affairs, election of its senior executives and all matters requiring shareholder approval. Furthermore, as the primary beneficiary of Digiwork, the Company, via Enigma BVI, is entitled to consolidate the financial results of Digiwork in its own consolidated financial statements under Financial Accounting Standards Board Accounting Standard Codification (ASC) Topic 810 and related subtopics related to the consolidation of variable interest entities, or ASC Topic 810. Digiwork was set up pursuant to a joint business agreement among its shareholders on August 4, 2016 and as amended and restated on March 31, 2017 (“JBA”). Pursuant to the JBA, Digiwork is obligated to pay a total of $ 10,000,000 100,000 On July 10, 2017, the parties to the JBA entered into an amendment to the Amended and Restated Joint Business Agreement which amended the total payment from $ 10,000,000 1,100,000 1,000,000 August 31, 2017 Digiwork Korea also agrees to grant Digiwork full and exclusive licenses of any new launches, developments, improvements and any other intellectual property rights of coding technology so developed by Digiwork Korea. The territories for such licenses are in Thailand, Vietnam, Myanmar, Laos, Cambodia, United Arab Emirates and Qatar. Digiwork was authorized by Digiwork Korea to be an official licensee and distributor of its technology exclusively in Thailand, Vietnam, Myanmar, Laos, Cambodia, United Arab Emirates and Qatar, and the authorization covers all four of Digiwork Korea’s coding technology: image, audio, web and security coding. This technology enables governments and enterprises around the world to give digital identities to media and objects that computers can sense and recognize, and to which they can react. Digiwork is a technology development and services provider specializing in coding services in various industries and markets. Organization and reorganization Enigma BVI was incorporated on February 22, 2017 in the British Virgin Islands with limited liability as an investment holding company. Upon incorporation, Enigma BVI issued 50,000 1 57.5 2.5 40 100 Digiwork (Thailand) Co. Ltd was incorporated in Thailand with limited liability on November 24, 2016. Digiwork was also owned 57.5 2.5 40 On May 15, 2017, Enigma BVI, Digiwork and the shareholders of Digiwork entered into the abovementioned VIE Agreements, pursuant to which Enigma BVI has contractual rights to control and operate the businesses of Digiwork. The change in control of and the acquisition of Digiwork by Enigma BVI have been accounted for as common control transaction in a manner similar to a pooling of interests and there was no recognition of any goodwill or excess of the acquirers’ interest in the net fair value of the acquirees’ identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combinations. Therefore, this transaction was recorded at historical cost with a reclassification of equity from retained profits to additional paid in capital to reflect the deemed value of consideration given in the local jurisdiction and the capital structure of Enigma BVI. On May 15, 2017, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Enigma Technology International Corporation (“Enigma BVI”), and all the shareholders of Enigma BVI, namely, Mr. Ratanaphon Wongnapachant, Ms. Chanikarn Lertchawalitanon and S-Mark Co. Ltd. (collectively the “Shareholders”), to acquire all the issued and outstanding capital stock of Enigma BVI in exchange for the issuance to the Shareholders of an aggregate of 63,000,000 restricted shares of IWEB, Inc.’s common stock (the “Reverse Merger”). The Reverse Merger closed on May 15, 2017. As a result of the Reverse Merger, Enigma BVI is now a wholly-owned subsidiary of the Company. (see Note 12). On May 15, 2017, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) announcing the completion of the business combination between the Company and Enigma BVI in accordance with the terms of the Share Exchange Agreement. As a result of the transaction, Enigma BVI is now a wholly owned subsidiary of the Company, and the former shareholders of Enigma BVI became the holders of approximately 84 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements. The consolidated financial statements include the financial statements of the Company, its subsidiary and VIE entity. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50 VIE Consolidation The Company’s VIE is owned as to 57.5 2.5 40 Owing predominantly to the Thailand legal restrictions on foreign ownership, Enigma BVI currently conducts the coding business in Thailand through Digiwork, which it effectively controls through a series of contractual arrangements. The Company consolidates in its consolidated financial statements of the VIE of which the Company is the primary beneficiary. December 31, 2017 2016 ASSETS Cash at bank and on hand $ 60,295 $ 586 Prepayments and deposits 982,523 100,000 Other receivables 5,365 - Amounts due from shareholders 21,250 - Property, plant and equipment, net 12,777 - TOTAL ASSETS $ 1,082,210 $ 100,586 LIABILITIES Accruals $ 5,898 $ - Amount due to a director 266,029 69,299 Amount due to a related company 1,000,000 - TOTAL LIABILITIES $ 1,271,927 $ 69,299 Year ended Period from November Revenues $ 126,456 $ - Net loss $ 226,199 $ 112,405 Year ended Period from November Net cash used in operating activities $ (105,237) $ (212,405) Net cash used in investing activities (13,734) - Net cash provided by financing activities 127,549 210,662 Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment. Estimated useful lives Office and computer equipment 5 Software 5 Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of comprehensive loss. In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of December 31, 2017 and 2016. Revenue is principally comprised of image coding services revenue, and represents the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company's activities and is recorded net of value-added tax ("VAT"). Consistent with the criteria of ASC 605 "Revenue Recognition" ("ASC 605"), the Company recognizes revenue when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. Customer payments received prior to the recognition of revenue are recorded as advance from customers. Revenue is recognized at the time when the services are provided or ratably over the term of the service contracts as appropriate. The Company and Enigma BVI have not earned any revenue since its inception. Digiwork did not earn any revenue in fiscal 2016. Digiwork’s revenues for the year ended December 31, 2017 of $ 126,456 65 35 Two unrelated individuals were hired by Digiwork in relation to its two projects and incurred costs totaled $ 19,119 The functional currency of the Company and Enigma BVI is US$. The Company's VIE with operations in Thailand uses its respective local currency, Thai Baht (“THB”), as its functional currency. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss. The financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the balance sheets. Balance sheet items, except for equity accounts December 31, 2017 THB32.5512 to $1 December 31, 2016 THB 35.6666 Income statement and cash flows items For the year ended December 31, 2017 THB 33.9964 For the period from November 24, 2016 (inception of VIE) through December 31, 2016 THB 35.3699 Research and development costs are paid to Digiwork Korea, which is providing research and development services to Digiwork for a period of five years commencing from March 31, 2017. Research and development costs are recognized in general and administrative expenses and expensed as incurred. Research and development expense was $ 163,159 Income taxes are accounted for using an asset and liability approach which requires the recognition of income taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred income taxes are determined based on the differences between the accounting basis and the tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. Deferred tax assets are reduced by a valuation allowance, if based on available evidence, it is considered that it is more likely than not that some portion of or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including future reversals of existing taxable temporary differences, future profitability, and tax planning strategies. If events were to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred. If events were to occur in the future that would require the Company to realize less of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the valuation allowance against deferred tax assets that would decrease income for the period when those events occurred. Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. Thailand Withholding Tax on Dividends Dividends payable by a foreign invested enterprise in Thailand to its foreign investors are subject to a 10 Uncertain Tax Positions Management reviews regularly the adequacy of the provisions for taxes as they relate to the Company’s income and transactions. In order to assess uncertain tax positions, the Company applies a more likely than not threshold and a two-step approach for tax position measurement and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. Years ended December 31, 2017 2016 Net loss $ (451,927) $ (112,405) Weighted average number of common shares outstanding basic and diluted 33,210,306 25,747,500 Basic and diluted loss per share $ (0.01) $ - * * Less than $0.01 per share The calculation of basic net loss per share of common stock is based on the net loss for the years ended December 31, 2017 and 2016 and the weighted average number of ordinary shares of 33,210,306 66,420,612 25,747,500 51,495,000 1-for-2 The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. The Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has one reportable segment in the periods presented (see note 8). U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is: Level 1 observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 include other inputs that are directly or indirectly observable in the market place. Level 3 unobservable inputs which are supported by little or no market activity. The carrying value of the Company’s financial instruments, including cash at banks and on hand and balances with related parties approximate their fair value due to their short maturities. Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive income includes cumulative foreign currency translation adjustment. In May 2014, the FASB issued ASU No. 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606).’’ This guidance supersedes current guidance on revenue recognition in Topic 605, ‘‘Revenue Recognition.” In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. In August 2015, the FASB issued ASU No.2015-14 to defer the effective date of ASU No. 2014-09 for all entities by one year. For public business entities that follow U.S. GAAP, the deferral results in the new revenue standard are being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company will apply the new revenue standard beginning January 1, 2018. Based on management’s assessment of the application of this guidance, the Company does not expect a material impact on amounts reported and disclosures made in the Company’s consolidated financial statements. On January 5, 2016, the FASB issued ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This amendment requires all equity investments to be measured at fair value, with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). This standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect this standard to have a material impact on its consolidated financial statements. On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases. ASU 2016-02 specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. Management is currently assessing the potential impact of adopting this standard on the Company’s consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not expect this standard to have a material impact on its consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this standard to have a material impact on its consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied using a retrospective transition method to each period presented. The Company does not expect this standard to have a material impact on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should be applied prospectively on or after the effective date. The Company does not expect this standard to have a material impact on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, “Simplifying the Test for Goodwill Impairment.” The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect this standard to have a material impact on its consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 564,332 320,167 These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
BALANCES WITH RELATED PARTIES
BALANCES WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 4 - BALANCES WITH RELATED PARTIES December 31, 2017 2016 Due from shareholders $ 21,250 $ - Due to directors Mr Ratanaphon Wongnapachant $ 266,029 $ 69,299 Mr. Wai Hok Fung 79,070 - $ 345,099 $ 69,299 Due to a related company Digiwork Korea (Note 1) $ 1,000,000 $ - The balances with shareholders and directors detailed above as of December 31, 2017 and 2016 are unsecured, non-interest bearing and repayable on demand. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 - PROPERTY, PLANT AND EQUIPMENT, NET December 31, 2017 2016 Office and computer equipment $ 12,912 $ - Software 1,432 - Less: Accumulated depreciation (1,567) - $ 12,777 $ - Depreciation expenses charged to the statements of comprehensive loss for the year ended December 31, 2017 and 2016 were $ 1,500 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common Stock Note Disclosure [Text Block] | NOTE 6 - COMMON STOCK On May 15, 2017, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Enigma BVI, and all the shareholders of Enigma BVI, namely, Mr. Ratanaphon Wongnapachant, Ms. Chanikarn Lertchawalitanon, and S-Mark Co. Ltd. (each a “Shareholder” and collectively the “Shareholders”), to acquire all the issued and outstanding capital stock of Enigma BVI in exchange for the issuance to the Shareholders of an aggregate of 63,000,000 75,000,000 63,000,000 In connection with the transactions contemplated by the Share Exchange Agreement, the Company and Mr. Wai entered into a Repurchase Agreement, dated May 14, 2017, pursuant to which the Company purchased 39,495,000 1.00 Effective June 28, 2017, the Company’s Board of Directors and holders of a majority of the Company’s outstanding shares of common stock approved and adopted an amendment to the Company’s Articles of Incorporation to (i) increase the Company’s authorized shares of common stock, par value $ 0.0001 75,000,000 25,000,000 0.0001 On November 16, 2017, 395,500 0.0001 1.00 197,750 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 7 - INCOME TAXES (a) Years ended December 31, 2017 2016 Tax jurisdictions from: - Local $ (140,786) $ - - Foreign, representing: BVI (84,942) - Thailand (226,199) (112,405) Loss before income taxes $ (451,927) $ (112,405) United States of America The Company is incorporated in the State of Nevada and is subject to the U.S. federal tax and state statutory tax rates of up to 34 0 British Virgin Islands Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains. Thailand The statutory corporate income tax rate in Thailand (“CIT”) is 20 Digiwork, assuming a paid-in capital not exceeding 5 153,604 30 921,625 Net profit Nil THB300,000 ($9,216) 0 % THB300,000 THB3,000,000 ($92,162) 15 % Over THB3,000,000 ($92,162) 20 % Years ended December 31, 2017 2016 Loss before income taxes $ (451,927) $ (112,405) Statutory income tax rate 34 % 34 % Income tax credit computed at statutory income tax rate (153,655) (38,218) Reconciling items: Non-deductible expenses 20,141 21,278 Tax effect of tax exempt entity 28,880 - Rate differential in different tax jurisdictions 31,668 15,737 Provisional re-measurement of deferred taxes TCJ Act (43,026) Valuation allowance on deferred tax assets 115,992 1,203 Total tax expenses $ - $ - (b) December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards: - United States of America $ 60,154 $ - - Thailand 27,520 1,193 87,674 1,193 Less: Valuation allowance (87,674) (1,193) $ - $ - Tax Cuts and Jobs Act (“TCJ Act”) During the fourth quarter of 2017, the TCJ Act was enacted in the United States. Among its many provisions, the TCJ Act imposed a mandatory one-time transition tax on undistributed international earnings and reduced the U.S. corporate income tax rate to 21 286,446 145,660 As of December 31, 2017 and 2016, Digiwork had net operating loss carry forwards of $ 137,598 5,966 Management believes that it is more likely than not that the Company will not realize these potential tax benefits as these operations will not generate any operating profits in the foreseeable future. As a result, a valuation allowance was provided against the full amount of the potential tax benefits. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 8 - SEGMENT INFORMATION The Company, via its relationship with Digiwork, is a technology development and services provider specializing in coding services in various industries and markets. The Company’s chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company has determined that it has one operating segment, being technology development and provision of coding services in various industries and markets. The Company primarily operates in Thailand. Substantially all the Company’s long-lived assets are located in Thailand. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9 - COMMITMENTS AND CONTINGENCIES Capital Commitments Digiwork engaged a related party to provide research and development services for a period of five years commencing from March 31, 2017, with a total contract amount of $ 10,000,000 1,100,000 1,000,000 Lease Commitments Rental expense of the Company was $ 40,604 22,539 The Company has entered into a lease for office space located in Din Daeng Sub-district, din Daeng District, Bangkok, Thailand for the period from February 21, 2017 to February 20, 2020, at THB 127,120 3,905 12 months ending December 31, 2018 $ 47,078 2019 46,863 2020 7,810 Total $ 101,751 |
THAILAND CONTRIBUTION PLAN
THAILAND CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | NOTE 10 - THAILAND CONTRIBUTION PLAN In accordance with the rules and regulations of Thailand, the employees of the VIE established in Thailand are required to participate in a defined contribution retirement plan organized by local government. Contributions to this plan are expensed as incurred and other than these monthly contributions, the VIE has no further obligation for the payment of retirement benefits to its employees. For the year s 1,554 |
CERTAIN RISKS AND CONCENTRATION
CERTAIN RISKS AND CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 11 - CERTAIN RISKS AND CONCENTRATIONS Credit risk At December 31, 2017 and 2016, the Company’s cash and cash equivalents included bank deposits in accounts maintained in Thailand. The Company does not experience any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. Major customers The Company did not earn any revenue in fiscal 2016. Its revenues for the year ended December 31, 2017 of $ 126,456 65 35 Two unrelated individuals were hired in relation to its two projects and incurred costs totaled $ 19,119 Foreign currency risk As a result of the operations in Thailand, the Company is exposed to foreign exchange risk arising from the currency exposures primarily with respect to THB. The Company's VIE with operations in Thailand uses its respective local currency, THB, as its functional currency. Although a majority of its total revenues, its payroll and other operating expenses are incurred and paid in Thai baht, its payment of R&;D services provided by Digiwork Korea is required to be made in the U.S. dollar. As of December 31, 2017 and 2016, the Company owed Digiwork Korea $ 1,000,000 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 - SUBSEQUENT EVENT The Company has analyzed its operations subsequent to December 31, 2017, and has determined that it does not have any material subsequent events to disclose in these financial statements, except for the following: On March 7, 2018, the Company filed a Certificate of Change with the State of Nevada (the “Certificate”) to effect a 1-for-2 0.0001 ”) such that, following the consummation of the Reverse Stock Split, the number of authorized shares of Common Stock shall be reduced from 150,000,000 75,000,000 Except for net loss per share data and authorized and outstanding share information presented in the balance sheets, all share information and amounts included in the consolidated financial statements have not been retroactively adjusted to effect for this stock split. Retroactive adjustment will be made in the Company’s fiscal 2018 consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The accompanying consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”). |
Use of Estimates, Policy [Policy Text Block] | The preparation of these financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements. |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiary and VIE entity. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50 VIE Consolidation The Company’s VIE is owned as to 57.5 2.5 40 Owing predominantly to the Thailand legal restrictions on foreign ownership, Enigma BVI currently conducts the coding business in Thailand through Digiwork, which it effectively controls through a series of contractual arrangements. The Company consolidates in its consolidated financial statements of the VIE of which the Company is the primary beneficiary. December 31, 2017 2016 ASSETS Cash at bank and on hand $ 60,295 $ 586 Prepayments and deposits 982,523 100,000 Other receivables 5,365 - Amounts due from shareholders 21,250 - Property, plant and equipment, net 12,777 - TOTAL ASSETS $ 1,082,210 $ 100,586 LIABILITIES Accruals $ 5,898 $ - Amount due to a director 266,029 69,299 Amount due to a related company 1,000,000 - TOTAL LIABILITIES $ 1,271,927 $ 69,299 Year ended Period from November Revenues $ 126,456 $ - Net loss $ 226,199 $ 112,405 Year ended Period from November Net cash used in operating activities $ (105,237) $ (212,405) Net cash used in investing activities (13,734) - Net cash provided by financing activities 127,549 210,662 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, plant and equipment Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment. Estimated useful lives Office and computer equipment 5 Software 5 Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of comprehensive loss. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-lived Assets In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of December 31, 2017 and 2016. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is principally comprised of image coding services revenue, and represents the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company's activities and is recorded net of value-added tax ("VAT"). Consistent with the criteria of ASC 605 "Revenue Recognition" ("ASC 605"), the Company recognizes revenue when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. Customer payments received prior to the recognition of revenue are recorded as advance from customers. Revenue is recognized at the time when the services are provided or ratably over the term of the service contracts as appropriate. The Company and Enigma BVI have not earned any revenue since its inception. Digiwork did not earn any revenue in fiscal 2016. Digiwork’s revenues for the year ended December 31, 2017 of $ 126,456 65 35 Two unrelated individuals were hired by Digiwork in relation to its two projects and incurred costs totaled $ 19,119 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency and Foreign Currency Translation The functional currency of the Company and Enigma BVI is US$. The Company's VIE with operations in Thailand uses its respective local currency, Thai Baht (“THB”), as its functional currency. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss. The financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the balance sheets. Balance sheet items, except for equity accounts December 31, 2017 THB32.5512 to $1 December 31, 2016 THB 35.6666 Income statement and cash flows items For the year ended December 31, 2017 THB 33.9964 For the period from November 24, 2016 (inception of VIE) through December 31, 2016 THB 35.3699 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are paid to Digiwork Korea, which is providing research and development services to Digiwork for a period of five years commencing from March 31, 2017. Research and development costs are recognized in general and administrative expenses and expensed as incurred. Research and development expense was $ 163,159 |
Income Tax, Policy [Policy Text Block] | Income taxes are accounted for using an asset and liability approach which requires the recognition of income taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred income taxes are determined based on the differences between the accounting basis and the tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. Deferred tax assets are reduced by a valuation allowance, if based on available evidence, it is considered that it is more likely than not that some portion of or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including future reversals of existing taxable temporary differences, future profitability, and tax planning strategies. If events were to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred. If events were to occur in the future that would require the Company to realize less of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the valuation allowance against deferred tax assets that would decrease income for the period when those events occurred. Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. Thailand Withholding Tax on Dividends Dividends payable by a foreign invested enterprise in Thailand to its foreign investors are subject to a 10 Uncertain Tax Positions Management reviews regularly the adequacy of the provisions for taxes as they relate to the Company’s income and transactions. In order to assess uncertain tax positions, the Company applies a more likely than not threshold and a two-step approach for tax position measurement and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per share of common stock The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. Years ended December 31, 2017 2016 Net loss $ (451,927) $ (112,405) Weighted average number of common shares outstanding basic and diluted 33,210,306 25,747,500 Basic and diluted loss per share $ (0.01) $ - * * Less than $0.01 per share The calculation of basic net loss per share of common stock is based on the net loss for the years ended December 31, 2017 and 2016 and the weighted average number of ordinary shares of 33,210,306 66,420,612 25,747,500 51,495,000 1-for-2 The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. |
Segment Reporting, Policy [Policy Text Block] | Segments The Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has one reportable segment in the periods presented (see note 8). |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is: Level 1 observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 include other inputs that are directly or indirectly observable in the market place. Level 3 unobservable inputs which are supported by little or no market activity. The carrying value of the Company’s financial instruments, including cash at banks and on hand and balances with related parties approximate their fair value due to their short maturities. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive income includes cumulative foreign currency translation adjustment. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606).’’ This guidance supersedes current guidance on revenue recognition in Topic 605, ‘‘Revenue Recognition.” In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. In August 2015, the FASB issued ASU No.2015-14 to defer the effective date of ASU No. 2014-09 for all entities by one year. For public business entities that follow U.S. GAAP, the deferral results in the new revenue standard are being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company will apply the new revenue standard beginning January 1, 2018. Based on management’s assessment of the application of this guidance, the Company does not expect a material impact on amounts reported and disclosures made in the Company’s consolidated financial statements. On January 5, 2016, the FASB issued ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This amendment requires all equity investments to be measured at fair value, with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). This standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect this standard to have a material impact on its consolidated financial statements. On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases. ASU 2016-02 specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. Management is currently assessing the potential impact of adopting this standard on the Company’s consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not expect this standard to have a material impact on its consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments, which clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this standard to have a material impact on its consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied using a retrospective transition method to each period presented. The Company does not expect this standard to have a material impact on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should be applied prospectively on or after the effective date. The Company does not expect this standard to have a material impact on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, “Simplifying the Test for Goodwill Impairment.” The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect this standard to have a material impact on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Balance Sheet [Table Text Block] | The following financial information of the Company’s consolidated VIE is included in the accompanying consolidated financial statements: December 31, 2017 2016 ASSETS Cash at bank and on hand $ 60,295 $ 586 Prepayments and deposits 982,523 100,000 Other receivables 5,365 - Amounts due from shareholders 21,250 - Property, plant and equipment, net 12,777 - TOTAL ASSETS $ 1,082,210 $ 100,586 LIABILITIES Accruals $ 5,898 $ - Amount due to a director 266,029 69,299 Amount due to a related company 1,000,000 - TOTAL LIABILITIES $ 1,271,927 $ 69,299 |
Condensed Income Statement [Table Text Block] | Year ended Period from November Revenues $ 126,456 $ - Net loss $ 226,199 $ 112,405 |
Condensed Cash Flow Statement [Table Text Block] | Year ended Period from November Net cash used in operating activities $ (105,237) $ (212,405) Net cash used in investing activities (13,734) - Net cash provided by financing activities 127,549 210,662 |
Property Plant And Equipment Useful Life [Table Text Block] | Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives Office and computer equipment 5 Software 5 |
Schedule of Differences between Reported Amount and Reporting Currency Denominated Amount [Table Text Block] | Translation of amounts from THB into U.S. dollars has been made at the following exchange rates: Balance sheet items, except for equity accounts December 31, 2017 THB32.5512 to $1 December 31, 2016 THB 35.6666 Income statement and cash flows items For the year ended December 31, 2017 THB 33.9964 For the period from November 24, 2016 (inception of VIE) through December 31, 2016 THB 35.3699 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Years ended December 31, 2017 2016 Net loss $ (451,927) $ (112,405) Weighted average number of common shares outstanding basic and diluted 33,210,306 25,747,500 Basic and diluted loss per share $ (0.01) $ - * * Less than $0.01 per share |
BALANCES WITH RELATED PARTIES (
BALANCES WITH RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | December 31, 2017 2016 Due from shareholders $ 21,250 $ - Due to directors Mr Ratanaphon Wongnapachant $ 266,029 $ 69,299 Mr. Wai Hok Fung 79,070 - $ 345,099 $ 69,299 Due to a related company Digiwork Korea (Note 1) $ 1,000,000 $ - |
PROPERTY, PLANT AND EQUIPMENT22
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net consist of the following: December 31, 2017 2016 Office and computer equipment $ 12,912 $ - Software 1,432 - Less: Accumulated depreciation (1,567) - $ 12,777 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The local (United States) and foreign components of loss before income taxes were comprised of the following: Years ended December 31, 2017 2016 Tax jurisdictions from: - Local $ (140,786) $ - - Foreign, representing: BVI (84,942) - Thailand (226,199) (112,405) Loss before income taxes $ (451,927) $ (112,405) |
Schedule of Effective Income Tax Rate Reconciliation ,Net Profit Basis [Table Text Block] | For accounting periods beginning on or after January 1, 2017: Net profit Nil THB300,000 ($9,216) 0 % THB300,000 THB3,000,000 ($92,162) 15 % Over THB3,000,000 ($92,162) 20 % |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of loss before income taxes to the effective tax rate as follows: Years ended December 31, 2017 2016 Loss before income taxes $ (451,927) $ (112,405) Statutory income tax rate 34 % 34 % Income tax credit computed at statutory income tax rate (153,655) (38,218) Reconciling items: Non-deductible expenses 20,141 21,278 Tax effect of tax exempt entity 28,880 - Rate differential in different tax jurisdictions 31,668 15,737 Provisional re-measurement of deferred taxes TCJ Act (43,026) Valuation allowance on deferred tax assets 115,992 1,203 Total tax expenses $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2017 and 2016 are presented below December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards: - United States of America $ 60,154 $ - - Thailand 27,520 1,193 87,674 1,193 Less: Valuation allowance (87,674) (1,193) $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The total future minimum lease payments under the non-cancellable operating lease with respect to the office premises as of December 31, 2017 are payable as follows: 12 months ending December 31, 2018 $ 47,078 2019 46,863 2020 7,810 Total $ 101,751 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) | Jul. 10, 2017USD ($) | May 15, 2017USD ($)shares | May 15, 2017THB (฿)shares | Dec. 12, 2016USD ($)shares | Nov. 16, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Aug. 31, 2017USD ($) | Jun. 28, 2017shares | Mar. 31, 2017USD ($) | Feb. 22, 2017$ / sharesshares | Dec. 31, 2016THB (฿)฿ / sharesshares | Nov. 24, 2016 | |
Stock Issued During Period, Shares, New Issues | shares | 395,500 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 197,750 | $ 197,750 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 63,000,000 | 63,000,000 | ||||||||||||
Common Stock, Shares Authorized | shares | 37,500,000 | 75,000,000 | 37,500,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common Stock, Shares, Issued | shares | 25,747,500 | 37,697,750 | 25,747,500 | |||||||||||
Equity Method Investment, Ownership Percentage | 84.00% | 84.00% | 50.00% | [1] | ||||||||||
Notes Payable, Related Parties, Current | $ | $ 0 | $ 1,000,000 | ||||||||||||
Maximum [Member] | ||||||||||||||
Common Stock, Shares Authorized | shares | 150,000,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Common Stock, Shares Authorized | shares | 75,000,000 | |||||||||||||
Loans Payable [Member] | ||||||||||||||
Debt Instrument, Maturity Date | Aug. 31, 2017 | |||||||||||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||||||||||
Technology Services Costs | $ 874 | ฿ 30,000 | ||||||||||||
Notes Payable, Related Parties, Current | $ | $ 0 | $ 1,000,000 | ||||||||||||
Digiwork Thailand Co Ltd [Member] | ||||||||||||||
Common Stock, Shares Authorized | shares | 500,000 | 500,000 | ||||||||||||
Common Stock Authorized ,Amount | $ 147,390 | ฿ 5,000,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share | ฿ / shares | ฿ 10 | |||||||||||||
Digiwork Korea [Member] | ||||||||||||||
Other Commitment | $ | $ 10,000,000 | |||||||||||||
Payments for Rendering Services, Related Party | $ | $ 100,000 | |||||||||||||
Notes Payable, Related Parties, Current | $ | $ 1,000,000 | |||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||||||||||||
Digiwork Korea [Member] | Maximum [Member] | ||||||||||||||
Other Commitment | $ | $ 10,000,000 | |||||||||||||
Digiwork Korea [Member] | Minimum [Member] | ||||||||||||||
Other Commitment | $ | $ 1,100,000 | |||||||||||||
Enigma BVI [Member] | ||||||||||||||
Common Stock, Shares, Issued | shares | 50,000 | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | |||||||||||||
Mr. Kolyvayko [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 49,995,000 | |||||||||||||
Percentage of Issued and Outstanding Common Stock | 97.08% | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 380,000 | |||||||||||||
Ratanaphon Wongnapachant [Member] | Digiwork Thailand Co Ltd [Member] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 57.50% | |||||||||||||
Ratanaphon Wongnapachant [Member] | Enigma BVI [Member] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 57.50% | |||||||||||||
Chanikarn Lertchawalitanon [Member] | Digiwork Thailand Co Ltd [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.50% | |||||||||||||
Chanikarn Lertchawalitanon [Member] | Enigma BVI [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.50% | |||||||||||||
S-Mark Co. Ltd [Member] | Digiwork Thailand Co Ltd [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | |||||||||||||
S-Mark Co. Ltd [Member] | Enigma BVI [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | |||||||||||||
[1] | Less than $0.01 per share |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Prepayments and deposits | $ 982,523 | $ 100,000 |
Other receivables | 5,365 | 0 |
Amounts due from shareholders | 21,250 | 0 |
Property, plant and equipment, net | 12,777 | 0 |
TOTAL ASSETS | 1,082,631 | 100,586 |
LIABILITIES | ||
Accruals | 44,922 | 0 |
Amount due to a director | 345,099 | 69,299 |
Amount due to a related company | 1,000,000 | 0 |
TOTAL LIABILITIES | 1,390,021 | 69,299 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
ASSETS | ||
Cash at bank and on hand | 60,295 | 586 |
Prepayments and deposits | 982,523 | 100,000 |
Other receivables | 5,365 | 0 |
Amounts due from shareholders | 21,250 | 0 |
Property, plant and equipment, net | 12,777 | 0 |
TOTAL ASSETS | 1,082,210 | 100,586 |
LIABILITIES | ||
Accruals | 5,898 | 0 |
Amount due to a director | 266,029 | 69,299 |
Amount due to a related company | 1,000,000 | 0 |
TOTAL LIABILITIES | $ 1,271,927 | $ 69,299 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 126,456 | $ 0 | |
Net loss | (451,927) | $ (112,405) | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Revenues | $ 0 | 126,456 | |
Net loss | $ 112,405 | $ 226,199 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net cash used in operating activities | $ (313,191) | $ (212,405) | |
Net cash used in investing activities | (13,734) | 0 | |
Net cash provided by financing activities | 386,891 | $ 210,662 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Net cash used in operating activities | $ (212,405) | (105,237) | |
Net cash used in investing activities | 0 | (13,734) | |
Net cash provided by financing activities | $ 210,662 | $ 127,549 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended |
Dec. 31, 2017 | |
Office Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Software Development [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - $ / ฿ | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement And Cash Flow Items [Member] | ||
Foreign Currency Exchange Rate, Translation | 33.9964 | 35.3699 |
Balance Sheet Items, Except For Equity Accounts [Member] | ||
Foreign Currency Exchange Rate, Translation | 32.5512 | 35.6666 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | |||
Net loss | $ (451,927) | $ (112,405) | ||
Weighted average number of common shares outstanding - basic and diluted | [1] | 33,210,306 | 25,747,500 | |
Basic and diluted loss per share | [1] | $ (0.01) | $ 0 | [2] |
[1] | Post a 1-for-2 reverse stock split effective on March 13, 2018. | |||
[2] | Less than $0.01 per share |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | May 15, 2017 | |||
Variable Interest Entity [Line Items] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 40.00% | ||||
Withholding Tax Rate | 10.00% | ||||
Revenues | $ 126,456 | $ 0 | |||
Cost of Revenue | $ 19,119 | $ 0 | |||
Equity Method Investment, Ownership Percentage | 50.00% | [1] | 84.00% | ||
Stockholders' Equity, Reverse Stock Split | 1-for-2 | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [2] | 33,210,306 | 25,747,500 | ||
Pre Split [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 66,420,612 | 51,495,000 | |||
Customer Concentration Risk One [Member] | Sales Revenue, Net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Concentration Risk, Percentage | 65.00% | ||||
Customer Concentration Risk Two [Member] | Sales Revenue, Net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Concentration Risk, Percentage | 35.00% | ||||
General and Administrative Expense [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Research and Development Expense | $ 163,159 | $ 0 | |||
Mr. Ratanaphon Wongnapachant [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 57.50% | ||||
Ms. Chanikarn Lertchawalitanon [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 2.50% | ||||
[1] | Less than $0.01 per share | ||||
[2] | Post a 1-for-2 reverse stock split effective on March 13, 2018. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Retained Earnings (Accumulated Deficit) | $ (564,332) | $ (112,405) |
Working Capital | $ 320,167 |
BALANCES WITH RELATED PARTIES34
BALANCES WITH RELATED PARTIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Due from shareholders | $ 21,250 | $ 0 |
Due to directors | 345,099 | 69,299 |
Amount due to a related company | 1,000,000 | 0 |
Mr. Ratanaphon Wongnapachant [Member] | ||
Due to directors | 266,029 | 69,299 |
Mr. Wai Hok Fung [Member] | ||
Due to directors | $ 79,070 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT35
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Less: Accumulated depreciation | $ (1,567) | $ 0 |
Property, Plant and Equipment, Net | 12,777 | 0 |
Office Equipment [Member] | ||
Property, Plant and Equipment, Gross | 12,912 | 0 |
Software Development [Member] | ||
Property, Plant and Equipment, Gross | $ 1,432 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT36
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | $ 1,500 | $ 0 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | May 15, 2017 | Nov. 16, 2017 | Dec. 31, 2017 | Jun. 28, 2017 | May 14, 2017 | Dec. 31, 2016 |
Common Stock, Shares Authorized | 75,000,000 | 37,500,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Issued | 37,697,750 | 25,747,500 | ||||
Stock Issued During Period, Value, New Issues | $ 197,750 | $ 197,750 | ||||
Stock Issued During Period, Shares, New Issues | 395,500 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 63,000,000 | |||||
Treasury Stock Purchase Price Per Share | $ 1 | |||||
Treasury Stock, Common, Shares | 39,495,000 | |||||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Sale of Stock, Price Per Share | $ 1 | |||||
Maximum [Member] | ||||||
Common Stock, Shares Authorized | 150,000,000 | |||||
Minimum [Member] | ||||||
Common Stock, Shares Authorized | 75,000,000 | |||||
Enigma BVI [Member] | ||||||
Common Stock, Shares, Issued | 75,000,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 63,000,000 | |||||
Board of Directors Chairman [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Local | $ (140,786) | $ 0 |
Loss before income taxes | (451,927) | (112,405) |
Enigma BVI [Member] | ||
Foreign, representing | (84,942) | 0 |
Digiwork Thailand Co Ltd [Member] | ||
Foreign, representing | $ (226,199) | $ (112,405) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended |
Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 20.00% |
Slab One [Member] | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 0.00% |
Slab Two [Member] | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 15.00% |
Slab Three [Member] | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 20.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loss before income taxes | $ (451,927) | $ (112,405) |
Statutory income tax rate | 34.00% | 34.00% |
Income tax credit computed at statutory income tax rate | $ (153,655) | $ (38,218) |
Reconciling items: | ||
Non-deductible expenses | 20,141 | 21,278 |
Tax effect of tax exempt entity | 28,880 | 0 |
Rate differential in different tax jurisdictions | 31,668 | 15,737 |
Provisional re-measurement of deferred taxes - TCJ Act | (43,026) | |
Valuation allowance on deferred tax assets | 115,992 | 1,203 |
Total tax expenses | $ 0 | $ 0 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Net operating loss carryforwards: | ||
United States of America | $ 60,154 | $ 0 |
Thailand | 27,520 | 1,193 |
Deferred Tax Assets, Operating Loss Carryforwards | 87,674 | 1,193 |
Less: Valuation allowance | (87,674) | (1,193) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) ฿ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2017THB (฿) | Dec. 31, 2016USD ($) | Dec. 31, 2017THB (฿) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | 34.00% | ||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 0.00% | 0.00% | 0.00% | ||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 20.00% | 20.00% | |||
Additional Paid in Capital | $ 256,937 | $ 136,214 | |||
Revenues | 126,456 | 0 | |||
Operating Loss Carryforwards | 286,446 | ||||
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards | 145,660 | ||||
Digiwork Thailand Co Ltd [Member] | |||||
Operating Loss Carryforwards | 137,598 | $ 5,966 | |||
Maximum [Member] | |||||
Additional Paid in Capital | 153,604 | ฿ 5 | |||
Minimum [Member] | |||||
Revenues | $ 921,625 | ฿ 30 | |||
Scenario, Plan [Member] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
COMMITMENTS AND CONTINGENCIES43
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 47,078 |
2,019 | 46,863 |
2,020 | 7,810 |
Total | $ 101,751 |
COMMITMENTS AND CONTINGENCIES44
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | |||||
Dec. 31, 2017USD ($) | Dec. 31, 2017THB (฿) | Dec. 31, 2016USD ($) | Aug. 31, 2017USD ($) | Jul. 10, 2017USD ($) | Mar. 31, 2017USD ($) | |
Operating Leases, Rent Expense, Net | $ 40,604 | $ 22,539 | ||||
Operating Lease Rent Expense ,Per Month | 3,905 | ฿ 127,120 | ||||
Notes Payable, Related Parties, Current | $ 1,000,000 | $ 0 | ||||
Digiwork Korea [Member] | ||||||
Other Commitment | $ 10,000,000 | |||||
Notes Payable, Related Parties, Current | $ 1,000,000 | |||||
Digiwork Korea [Member] | Maximum [Member] | ||||||
Other Commitment | $ 10,000,000 | |||||
Digiwork Korea [Member] | Minimum [Member] | ||||||
Other Commitment | $ 1,100,000 |
THAILAND CONTRIBUTION PLAN (Det
THAILAND CONTRIBUTION PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan, Cost | $ 1,554 | $ 1,554 |
CERTAIN RISKS AND CONCENTRATI46
CERTAIN RISKS AND CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 126,456 | $ 0 |
Project Costs Incurred | 19,119 | |
Notes Payable, Related Parties, Current | $ 1,000,000 | $ 0 |
Sales Revenue, Net [Member] | Customer one [Member] | ||
Concentration Risk, Percentage | 65.00% | |
Sales Revenue, Net [Member] | Customer Two [Member] | ||
Concentration Risk, Percentage | 35.00% |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - $ / shares | Mar. 13, 2018 | Dec. 31, 2017 | Nov. 16, 2017 | Jun. 28, 2017 | Dec. 31, 2016 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 75,000,000 | 37,500,000 | |||
Stockholders' Equity, Reverse Stock Split | 1-for-2 | ||||
Maximum [Member] | |||||
Common Stock, Shares Authorized | 150,000,000 | ||||
Minimum [Member] | |||||
Common Stock, Shares Authorized | 75,000,000 | ||||
Subsequent Event [Member] | |||||
Common Stock, Shares Authorized | 75,000,000 | ||||
Stockholders' Equity, Reverse Stock Split | 1-for-2 | ||||
Subsequent Event [Member] | Maximum [Member] | |||||
Common Stock, Shares Authorized | 150,000,000 | ||||
Subsequent Event [Member] | Minimum [Member] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |