Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | COSMOS GROUP HOLDINGS INC. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 457,000,915 | |
Amendment Flag | false | |
Entity Central Index Key | 0001706509 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55793 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 90-1177460 | |
Entity Address, Address Line One | 37th Floor | |
Entity Address, Address Line Two | Singapore Land Tower | |
Entity Address, City or Town | 50 Raffles Place | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 048623 | |
City Area Code | +65 | |
Local Phone Number | 6829 7017 | |
Title of 12(b) Security | None | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current asset: | ||
Cash and cash equivalents | $ 1,929,922 | $ 2,468,828 |
Loan receivables, net | 17,424,747 | 17,757,942 |
Loan interest and fee receivables, net | 1,146,609 | 358,872 |
Inventories | 1,157,451 | 1,164,887 |
Prepayments and other receivables | 734,358 | 701,877 |
Right-of-use assets, net | 79,828 | 160,945 |
Total current assets | 22,472,915 | 22,613,351 |
Non-current assets: | ||
Property and equipment, net | 55,592 | 57,087 |
Intangible assets, net | 11,603,289 | 13,339,427 |
Loan receivables, net | 3,256,195 | 3,100,057 |
TOTAL ASSETS | 37,387,991 | 39,109,922 |
Current liabilities: | ||
Accounts payable | 2,751,007 | 2,381,429 |
Accrued liabilities and other payables | 377,529 | 465,890 |
Accrued consulting and service fee | 5,077,589 | 2,851,719 |
Loan payables | 1,082,980 | 1,823,536 |
Amounts due to related parties | 24,550,691 | 23,931,078 |
Income tax payable | 864,018 | 719,081 |
Convertible note payables | 215,750 | 383,058 |
Operating lease liabilities | 83,035 | 136,800 |
Total current liabilities | 35,002,599 | 32,692,591 |
Non-current liabilities | ||
Operating lease liabilities: | 29,725 | |
TOTAL LIABILITIES | 35,002,599 | 32,722,316 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, $0.001 par value; 5,000,000,000 shares authorized; 1,470,074,915 and 454,398,143 issued and outstanding as of June 30, 2023 and December 31, 2022 | 1,470,075 | 454,398 |
Common stock to be issued | 400,000 | 400,000 |
Additional paid-in capital | 143,376,793 | 133,631,985 |
Accumulated other comprehensive income (loss) | 24,891 | 18,554 |
Accumulated deficit | (142,876,256) | (128,107,220) |
Stockholders’ equity attributable to COSG Group Holdings Inc. | 2,395,503 | 6,397,717 |
Noncontrolling interest | (10,111) | (10,111) |
Stockholders’ equity | 2,385,392 | 6,387,606 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 37,387,991 | $ 39,109,922 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, shares par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 1,470,074,915 | 454,398,143 |
Common stock, shares outstanding | 1,470,074,915 | 454,398,143 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue, net | ||||
Lending segment | $ 1,542,215 | $ 1,649,528 | $ 3,098,191 | $ 3,315,669 |
Arts and collectibles technology segment | (1,296) | 3,043,530 | 597,351 | 5,558,336 |
Total Revenue | 1,540,919 | 4,693,058 | 3,695,542 | 8,874,005 |
Cost of revenue | ||||
Lending segment | (35,797) | (293,385) | (94,724) | (340,291) |
Arts and collectibles technology segment | (51,574) | (141,376) | (366,973) | (807,135) |
Total cost of revenue | (87,371) | (434,761) | (461,697) | (1,147,426) |
Gross profit | 1,453,548 | 4,258,297 | 3,233,845 | 7,726,579 |
Operating expenses: | ||||
Sales and marketing expenses | (94,351) | (6,892,199) | (124,876) | (26,256,855) |
Corporate development expense | 137 | (6,743,525) | (57,208) | (25,732,131) |
Technology and development expense | (6,177) | (8,204,895) | (16,880) | (32,558,567) |
General and administrative expenses | (13,050,822) | (2,669,294) | (16,953,250) | (5,398,296) |
Total operating expenses | (13,151,213) | (24,509,913) | (17,152,214) | (89,945,849) |
LOSS FROM OPERATION | (11,697,665) | (20,251,616) | (13,918,369) | (82,219,270) |
Other income (expense): | ||||
Interest income | 961 | 2,116 | 2,067 | 2,155 |
Convertible notes interest expense | (8,887) | (10,431) | ||
Impairment loss on digital assets | (6,957) | (10,156) | ||
Imputed interest expense | (223,777) | (242,377) | (460,895) | (479,491) |
Loan interest expense | (58,100) | (77,238) | ||
Sundry income | 20,150 | 31,069 | 51,292 | 55,008 |
Total other expense, net | (269,653) | (216,149) | (495,205) | (432,484) |
LOSS BEFORE INCOME TAXES | (11,967,318) | (20,467,765) | (14,413,574) | (82,651,754) |
Income tax expense | (185,396) | (146,113) | (355,462) | (357,268) |
NET LOSS | (12,152,714) | (20,613,878) | (14,769,036) | (83,009,022) |
Net income attributable to noncontrolling interest | 45,972 | 42,581 | ||
Net loss attributable to common shareholders | (12,152,714) | (20,659,850) | (14,769,036) | (83,051,603) |
Other comprehensive (loss) income: | ||||
Foreign currency adjustment (loss) gain | (30,492) | 5,922 | 6,337 | (4,520) |
COMPREHENSIVE LOSS | $ (12,183,206) | $ (20,653,928) | $ (14,762,699) | $ (83,056,123) |
Net loss per share: | ||||
Net loss per share basic (in Dollars per share) | $ (0.01) | $ (0.06) | $ (0.01) | $ (0.23) |
Net loss per share diluted (in Dollars per share) | $ (0.01) | $ (0.06) | $ (0.02) | $ (0.23) |
Weighted average common shares outstanding | ||||
Weighted average common shares outstanding basic (in Shares) | 1,470,074,915 | 364,686,715 | 1,470,074,915 | 364,686,715 |
Weighted average common shares outstanding diluted (in Shares) | 1,158,359,838 | 364,686,715 | 808,884,455 | 364,686,715 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (14,769,036) | $ (83,009,022) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation of property and equipment | 2,914 | 1,986,506 |
Amortization of intangible assets | 1,736,516 | 4,325 |
Imputed interest expense | 460,893 | 479,491 |
Digital assets received as revenue | (5,746,724) | |
Digital assets paid for expense | 5,584,209 | |
Impairment loss on digital assets | 10,156 | |
Share issued for services rendered | 10,299,592 | 82,656,800 |
Change in operating assets and liabilities: | ||
Loan receivables | 177,057 | (1,600,347) |
Loan interest and fee receivables | (787,737) | 199,527 |
Inventories | 7,436 | 773,917 |
Prepayment and other receivables | (32,481) | 23,697 |
Accrued liabilities and other payables | (88,361) | 51,139 |
Accrued consulting and service fee | 2,225,870 | 1,089,371 |
Accounts payables | 369,578 | 135,300 |
Right-of-use assets and operating lease liabilities | 27,352 | (2,867) |
Income tax payable | 355,462 | 357,268 |
Net cash (used in) provided by operating activities | (14,945) | 2,992,746 |
Cash flows from investing activities: | ||
Payment to acquire property and equipment | (2,861) | |
Payment to acquire intangible assets | (1,874) | |
Cash from acquisition of subsidiary | 33,336 | |
Net cash provided by investing activities | 28,601 | |
Cash flows from financing activities: | ||
(Repayment of) proceeds from loan payables | (740,556) | 580,788 |
Advance from (repayment of) related parties | 619,613 | (2,947,618) |
Repayment to convertible note payables | (197,033) | |
Net cash used in financing activities | (317,976) | (2,366,830) |
Foreign currency translation adjustment | (205,985) | (13,358) |
Net change in cash and cash equivalents | (538,906) | 641,159 |
BEGINNING OF PERIOD | 2,468,828 | 1,131,128 |
END OF PERIOD | 1,929,922 | 1,772,287 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | ||
Cash paid for interest | $ 94,724 | $ 340,291 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes In Stockholders’ Equity (Deficit) - USD ($) | Common stock | Common stock to be issued | Additional paid-in capital | Accumulated other comprehensive (loss) income | (Accumulated losses) retained earnings | Non- controlling interest | Total |
Balance at Dec. 31, 2021 | $ 358,067 | $ 806,321 | $ 44,930,337 | $ (7,588) | $ (26,436,477) | $ 118,409 | $ 19,769,069 |
Balance (in Shares) at Dec. 31, 2021 | 358,067,481 | ||||||
Foreign currency translation adjustment | (10,442) | (10,442) | |||||
Imputed interest on related party loans | 236,336 | 236,336 | |||||
Commitment Share issued for private placement | $ 100 | (100) | |||||
Commitment Share issued for private placement (in Shares) | 100,000 | ||||||
Share issued for acquired subsidiary | $ 154 | 612,086 | 12,966 | 625,206 | |||
Share issued for acquired subsidiary (in Shares) | 153,060 | ||||||
Net loss for the period | (62,391,753) | (3,391) | (62,395,144) | ||||
Balance at Mar. 31, 2022 | $ 358,321 | 806,321 | 45,778,659 | (18,030) | (88,828,230) | 127,984 | (41,774,975) |
Balance (in Shares) at Mar. 31, 2022 | 358,320,541 | ||||||
Balance at Dec. 31, 2021 | $ 358,067 | 806,321 | 44,930,337 | (7,588) | (26,436,477) | 118,409 | 19,769,069 |
Balance (in Shares) at Dec. 31, 2021 | 358,067,481 | ||||||
Net loss for the period | (83,009,022) | ||||||
Balance at Jun. 30, 2022 | $ 385,306 | 800,000 | 128,656,667 | (12,108) | (109,488,080) | 173,956 | 20,515,741 |
Balance (in Shares) at Jun. 30, 2022 | 385,306,097 | ||||||
Balance at Mar. 31, 2022 | $ 358,321 | 806,321 | 45,778,659 | (18,030) | (88,828,230) | 127,984 | (41,774,975) |
Balance (in Shares) at Mar. 31, 2022 | 358,320,541 | ||||||
Foreign currency translation adjustment | 5,922 | 5,922 | |||||
Imputed interest on related party loans | 241,872 | 241,872 | |||||
Share issued for services rendered | $ 26,985 | (6,321) | 82,636,136 | 82,656,800 | |||
Share issued for services rendered (in Shares) | 26,985,556 | ||||||
Net loss for the period | (20,659,850) | 45,972 | (20,613,878) | ||||
Balance at Jun. 30, 2022 | $ 385,306 | 800,000 | 128,656,667 | (12,108) | (109,488,080) | 173,956 | 20,515,741 |
Balance (in Shares) at Jun. 30, 2022 | 385,306,097 | ||||||
Balance at Dec. 31, 2022 | $ 454,398 | 400,000 | 133,631,985 | 18,554 | (128,107,220) | (10,111) | 6,387,606 |
Balance (in Shares) at Dec. 31, 2022 | 454,398,143 | ||||||
Foreign currency translation adjustment | 36,829 | 36,829 | |||||
Imputed interest on related party loans | 237,118 | 237,118 | |||||
Share issued for services rendered | $ 2,603 | 166,249 | 168,852 | ||||
Share issued for services rendered (in Shares) | 2,602,772 | ||||||
Net loss for the period | (2,616,322) | (2,616,322) | |||||
Balance at Mar. 31, 2023 | $ 457,001 | 400,000 | 134,035,352 | 55,383 | (130,723,452) | (10,111) | 4,214,083 |
Balance (in Shares) at Mar. 31, 2023 | 457,000,915 | ||||||
Balance at Dec. 31, 2022 | $ 454,398 | 400,000 | 133,631,985 | 18,554 | (128,107,220) | (10,111) | 6,387,606 |
Balance (in Shares) at Dec. 31, 2022 | 454,398,143 | ||||||
Net loss for the period | (14,769,036) | ||||||
Balance at Jun. 30, 2023 | $ 1,470,075 | 400,000 | 143,376,793 | 24,891 | (142,876,256) | (10,111) | 2,385,392 |
Balance (in Shares) at Jun. 30, 2023 | 1,470,074,915 | ||||||
Balance at Mar. 31, 2023 | $ 457,001 | 400,000 | 134,035,352 | 55,383 | (130,723,452) | (10,111) | 4,214,083 |
Balance (in Shares) at Mar. 31, 2023 | 457,000,915 | ||||||
Foreign currency translation adjustment | (30,492) | (30,492) | |||||
Imputed interest on related party loans | 223,775 | 223,775 | |||||
Share issued for services rendered | $ 1,013,074 | 9,117,666 | 10,130,740 | ||||
Share issued for services rendered (in Shares) | 1,013,074,000 | ||||||
Net loss for the period | (12,152,714) | (12,152,714) | |||||
Balance at Jun. 30, 2023 | $ 1,470,075 | $ 400,000 | $ 143,376,793 | $ 24,891 | $ (142,876,256) | $ (10,111) | $ 2,385,392 |
Balance (in Shares) at Jun. 30, 2023 | 1,470,074,915 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the consolidated balance sheet as of December 31, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023 or for any future period. |
Organization and Business Backg
Organization and Business Background | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Business Background [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND Cosmos Group Holdings Inc. (the “Company” or “COSG”) was incorporated in the state of Nevada on August 14, 1987. The Company currently offers financial and money lending services in Hong Kong and operates an online platform for the sale and distribution of arts and collectibles around the world, through the use of blockchain technologies and minting token. Description of subsidiaries Company name Place of incorporation Principal activities Particulars of Effective Massive Treasure Limited BVI, limited liability company Investment holding 50,000 ordinary shares with a par value of US$1 each 100 % Coinllectibles DeFi Limited Hong Kong, limited liability company Financing service management in Hong Kong 10,000 ordinary shares for HK$10,000 100 % Coinllectibles Private Limited Singapore, limited liability company Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 % Healthy Finance Limited# Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % 8M Limited Hong Kong, limited liability company Money lending service in Hong Kong 10 ordinary shares for HK$10 100 % Dragon Group Mortgage Limited# Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % E-on Finance Limited Hong Kong, limited liability company Money lending service in Hong Kong 2 ordinary shares for HK$2 100 % Lee Kee Finance Limited Hong Kong, limited liability company Money lending service in Hong Kong 920,000 ordinary shares for HK$920,000 51 % Rich Finance (Hong Kong) Limited Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % Long Journey Finance Limited Hong Kong, limited liability company Money lending service in Hong Kong 100 ordinary shares for HK$100 51 % Vaav Limited Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % Star Credit Limited Hong Kong, limited liability company Money lending service in Hong Kong 1,000,000 ordinary shares for HK$1,000,000 51 % NFT Limited BVI, limited liability company Procurement of intangible assets in Hong Kong 10,000 ordinary shares with a par value of US$1 each 51 % Grandway Worldwide Holding Limited BVI, limited liability company Development of mobile application 50,000 ordinary shares for USD$50,000 51 % Grand Town Development Limited Hong Kong, limited liability company Provision treasury management 2 ordinary shares for HK$2 100 % Grand Gallery Limited Hong Kong, limited liability company Procurement of art and collectibles in Hong Kong 400,000 ordinary shares for HK$400,000 80 % Phoenix Waters Group Limited BVI, limited liability company Investment holding 50,000 ordinary shares with a par value of US$1 each 100 % # These subsidiaries were disposed on June 30, 2023 The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. ● Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). ● Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include impairment loss on loan receivables, useful lives of intangible assets and property and equipment and deferred tax valuation allowance. ● Basis of consolidation The condensed consolidated financial statements include the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. ● Segment reporting Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting ● Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. ● Inventories Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The cost includes the purchase cost of arts and collectibles from related party and independent artists and the costs associated with token minting for collectible pieces. The Company will reduce inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Although inventories are classified as current assets in the accompanying balance sheets, the Company anticipates that certain inventories will be sold beyond twelve months from June 30, 2023. ● Loan receivables, net Loans receivables are carried at unpaid principal balances, less the allowance for loan losses and charge-offs. The loans receivables portfolio consists of real estate mortgage loans, commercial and personal loans. Loans are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months). If the Company determines that a loan is impaired, the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally, the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in Allowance for Loan Losses. ● Allowance for loan losses (“ALL”) The adequacy of the Company’s ALL is determined, in accordance with ASC Topic 450-20 Loss Contingencies The ALL reflects management’s evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALL even though there may not be a decline in credit quality or an increase in potential problem loans. ● Property and equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Computer and office equipment 5 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the six months ended June 30, 2023 and 2022 totaled $2,914 and $4,325, respectively. Depreciation expense for the three months ended June 30, 2023 and 2022 totaled $1,595 and $2,339, respectively. ● Intangible assets The Company accounts for its intangible assets in accordance with ASC 350. Intangible assets represented the acquired technology software, licensed technology know-how, trademark and trade names for its internal use to facilitate and support its platform operation. They are stated at the purchase cost and are amortized based on their economic benefit expected to be realized. ● Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets ● Revenue recognition ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Lending Business The Company is licensed to originate personal loan, company loan and mortgage loan in Hong Kong. During the six months ended June 30, 2023 and 2022, the Company originated loans generally ranging from $644 to $579,000, with terms ranging from 1 week to 120 months. The Company mainly derives a portion of its revenue from loan which is specifically excluded from the scope of this standard, that is, interest on loan receivable is accrued monthly and credited to income as earned. Arts and Collectibles Technology Business The Company currently operates its online platform in the sale and distribution of arts and collectibles, with the use of blockchain technologies and minting tokens. The item of arts and collectibles is individually monetized as non-interchangeable unit of data stored on a blockchain, which is a form of digital ledger that can be sold, in the form of a minting token on the online platform. The Company involves with the following activities to earn its revenue in this segment: Sale of arts and collectibles products: The Company recognizes revenue derived from the sales of the arts and collectibles when the Company has transferred the risks and rewards to the customers. The minted item of the individual art or collectible which is sold in crypto asset transaction is the only performance obligation under the fixed-fee arrangements. The corresponding fees received upon each sale transaction is recognized as revenue, is recognized when the designated token, minted with the corresponding art and collectibles is delivered to the end user, together with the transfer of both digital and official title. Transaction fee income: The Company also generates revenue through transaction fees transacted on its platform or other marketplaces. The Company charges a fee to individual customer at the secondary transaction level, which is allocated to the single performance obligation. The transaction fee is collected from the customer in digital assets, with revenue measured based on a certain percentage of the value of digital assets at the time the transaction is executed. The Company’s service comprises of a single performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. In this segment, the transaction consideration that the Company receives is a non-cash consideration in the form of digital assets, which are cryptocurrencies. The Company measures the related cryptocurrencies at fair value on the date received, at the same time, the revenue is recognized. Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency at the time of receipt. Expenses associated with operating the Arts and Collectibles Technology Business, such as minting cost and purchase cost of collectibles and artworks are also recorded as cost of revenues. ● Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use assets may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC Topic 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. ● Income taxes The Company adopted the ASC Topic 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. ● Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the six months ended June 30, 2023 and 2022. ● Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company has operations in Hong Kong and Singapore and maintains the books and record in the local currency, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the following periods: June 30, June 30, Period-end HKD:US$ exchange rate 0.1276 0.1274 Period average HKD:US$ exchange rate 0.1276 0.1278 June 30, June 30, Period-end SGD:US$ exchange rate 0.7383 0.7189 Period average SGD:US$ exchange rate 0.7483 0.7328 ● Comprehensive income ASC Topic 220, Comprehensive Income ● Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share ● Stock based compensation Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option model to estimate the fair value of employee stock options at the date of grant. As of June 30, 2023, those shares issued and stock options granted for service compensations were immediately vested, and therefore these amounts are thus recognized as expense in the operation. ● Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. ● Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. ● Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, loan and fee receivable, prepayments and other receivables, amounts due from related parties, accrued liabilities and other payables, loans payable, amounts due to related parties approximate their fair values because of the short maturity of these instruments. ● Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Going Concern Uncertainties
Going Concern Uncertainties | 6 Months Ended |
Jun. 30, 2023 | |
Going Concern Uncertainties [Abstract] | |
GOING CONCERN UNCERTAINTIES | NOTE 4 - GOING CONCERN UNCERTAINTIES The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered from an accumulated deficit of $133,026,376 and working capital of $12,810,630 at June 30, 2023. The continuation of the Company as a going concern in the next twelve months is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue From Contract With Customers [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 5 - REVENUE FROM CONTRACTS WITH CUSTOMERS The following is a disaggregation of the Company’s revenue by major source for the respective periods: Three months ended Six months ended 2023 2022 2023 2022 Interest income $ 1,542,215 $ 1,649,528 $ 3,098,191 $ 3,315,669 ACT income - Sale of arts and collectibles products (1,296 ) 198,304 597,351 1,406,450 - Transaction fee income and others - 2,845,226 - 4,151,886 (1,296 ) 3,043,530 597,351 5,558,336 $ 1,540,919 $ 4,693,058 $ 3,695,542 $ 8,874,005 |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Business Segment Information [Abstract] | |
BUSINESS SEGMENT INFORMATION | NOTE 6 - BUSINESS SEGMENT INFORMATION Currently, the Company has two reportable business segments: (i) Lending Segment, mainly provides financing and lending services; and (ii) Arts and Collectibles Technology (“ACT”) Segment, mainly operates an online platform to sell and distribute the arts and collectibles to end-users, with the use of blockchain technologies. In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments. Three months ended Lending ACT Total Revenue from external customers: Interest income $ 1,542,215 $ - $ 1,542,215 Arts and collectibles technology income - (1,296 ) (1,296 ) Total revenue, net 1,542,215 (1,296 ) 1,540,919 Cost of revenue: Interest expense (35,797 ) - (35,797 ) Arts and collectibles technology expense - (51,574 ) (51,574 ) Total cost of revenue (35,797 ) (51,574 ) (87,371 ) Gross profit 1,506,418 (52,870 ) 1,453,548 Operating expenses Sales and marketing (93,683 ) (668 ) (94,351 ) Corporate development - 137 137 Technology and development - (6,177 ) (6,177 ) General and administrative (1,823,363 ) (11,227,459 ) (13,050,822 ) Total operating expenses (1,917,046 ) (11,234,167 ) (13,151,213 ) Loss from operations (410,628 ) (11,287,037 ) (11,987,411 ) Other income (expense): Interest income 909 52 961 Convertible notes interest expense (8,887 ) (8,887 ) Imputed interest expense (223,777 ) - (223,777 ) Loan interest expense - (58,100 ) (58,100 ) Sundry income 20,150 - 20,150 Total other expenses, net (202,718 ) (66,935 ) (269,653 ) Segment loss $ (613,346 ) $ (11,353,972 ) $ (11,967,318 ) Three months ended Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 1,649,528 $ - $ 1,649,528 Arts and collectibles technology income - 3,043,530 3,043,530 Total revenue, net 1,649,528 3,043,530 4,693,058 Cost of revenue: Interest expense (293,385 ) - (293,385 ) Arts and collectibles technology expense - (141,376 ) (141,376 ) Total cost of revenue (293,385 ) (141,376 ) (434,761 ) Gross profit 1,356,143 2,902,154 4,258,297 Operating Expenses Sales and marketing (246,234 ) (6,645,965 ) (6,892,199 ) Corporate development - (6,743,525 ) (6,743,525 ) Technology and development - (8,204,895 ) (8,204,895 ) General and administrative (803,139 ) (1,866,155 ) (2,669,294 ) Total operating expenses (1,049,373 ) (23,460,540 ) (24,509,913 ) Income (loss) from operations 306,770 (20,558,386 ) (20,251,616 ) Other income (expense): Interest income 2,113 3 2,116 Impairment loss on digital assets - (6,957 ) (6,957 ) Imputed interest expense (242,377 ) - (242,377 ) Sundry income 30,563 506 31,069 Total other expenses, net (209,701 ) (6,448 ) (216,149 ) Segment income (loss) $ 97,069 $ (20,564,834 ) $ (20,467,765 ) Six months ended Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 3,098,191 $ - $ 3,098,191 Arts and collectibles technology income - 597,351 597,351 Total revenue, net 3,098,191 597,351 3,695,542 Cost of revenue: Interest expense (94,724 ) - (94,724 ) Arts and collectibles technology expense - (366,973 ) (366,973 ) Total cost of revenue (94,724 ) (366,973 ) (461,697 ) Gross profit 3,003,467 230,378 3,233,845 Operating Expenses Sales and marketing (119,226 ) (5,650 ) (124,876 ) Corporate development - (57,208 ) (57,208 ) Technology and development - (16,880 ) (16,880 ) General and administrative (4,776,954 ) (12,176,296 ) (16,953,250 ) Total operating expenses (4,896,180 ) (12,256,034 ) (17,152,214 ) Loss from operations (1,892,713 ) (12,025,656 ) (13,918,369 ) Other income (expense): Interest income 1,975 92 2,067 Convertible notes interest expense - (10,431 ) (10,431 ) Imputed interest expense (460,895 ) - (460,895 ) Loan interest expense - (77,238 ) (77,238 ) Sundry income 51,292 - 51,292 Total other expenses, net (407,628 ) (87,577 ) (495,205 ) Segment loss $ (2,300,341 ) $ (12,113,233 ) $ (14,413,574 ) Six months ended Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 3,315,669 $ - $ 3,315,669 Arts and collectibles technology income - 5,558,336 5,558,336 Total revenue, net 3,315,669 5,558,336 8,874,005 Cost of revenue: Interest expense (340,291 ) - (340,291 ) Arts and collectibles technology expense - (807,135 ) (807,135 ) Total cost of revenue (340,291 ) (807,135 ) (1,147,426 ) Gross profit 2,975,378 4,751,201 7,726,579 Operating Expenses Sales and marketing (252,918 ) (26,003,937 ) (26,256,855 ) Corporate development - (25,732,131 ) (25,732,131 ) Technology and development - (32,558,567 ) (32,558,567 ) General and administrative (1,812,660 ) (3,585,636 ) (5,398,296 ) Total operating expenses (2,065,578 ) (87,880,271 ) (89,945,849 ) Income (loss) from operations 909,800 (83,129,070 ) (82,219,270 ) Other income (expense): Interest income 2,149 6 2,155 Impairment loss on digital assets - (10,156 ) (10,156 ) Imputed interest expense (479,491 ) - (479,491 ) Sundry income 54,502 506 55,008 Total other expenses, net (422,840 ) (9,644 ) (432,484 ) Segment income (loss) $ 486,960 $ (83,138,714 ) $ (82,651,754 ) The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: Three months ended Six months ended 2023 2022 2023 2022 Hong Kong $ 1,542,215 1,649,528 $ 3,098,191 3,315,669 Around the world (1,296 ) 3,043,530 597,351 5,558,336 1,540,919 4,693,058 3,695,542 8,874,005 |
Loan Receivables, Net
Loan Receivables, Net | 6 Months Ended |
Jun. 30, 2023 | |
Loan Receivables, Net [Abstract] | |
LOAN RECEIVABLES, NET | NOTE 7 - LOAN RECEIVABLES, NET The Company’s loan portfolio was as follows: June 30, December 31, Personal loans $ 3,676,109 $ 17,352,856 Commercial loans 1,597,824 1,186,339 Mortgage loans 19,611,852 1,294,601 Total loans 24,885,785 19,833,796 Less: Allowance for loan losses (4,204,843 ) (781,202 ) Loans receivables, net $ 20,680,942 $ 19,052,594 Reclassifying as: Current portion $ 17,424,747 $ 19,052,594 Non-current portion 3,256,195 - Total loans receivables $ 20,680,942 $ 19,052,594 The interest rates on loans issued were ranged from 13% to 59% (2022: from 13% to 59%) per annum for the six months ended June 30, 2023 and 2022. All loans are made to either business or individual customers in Hong Kong for a period of 1 week to 120 months. Allowance for loan losses is estimated on an annual basis based on an assessment of specific evidence indicating doubtful collection, historical experience, loan balance aging and prevailing economic conditions. Interest on loan receivable is accrued and credited to income as earned. The Company determines a loan’s past due status by the number of days that have elapsed since a borrower has failed to make a contractual loan payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 180 days (The further extension of loan past due status is subject to management final approval and on case-by-case basis). |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 8 - INTANGIBLE ASSETS, NET A summary of intangible assets as of June 30, 2023 and December 31, 2022 is as follows: Estimated June 30, December 31, At cost: Acquired technology software 5 years $ 17,344,690 $ 17,344,690 Trademarks and trade name 10 years 39,500 39,270 Less: accumulated amortization (5,789,384 ) (4,052,889 ) Foreign translation adjustment 8,483 8,356 $ 11,603,289 $ 13,339,427 As of June 30, 2023, the estimated annual amortization expense for intangible assets for each of the succeeding five years and thereafter is as follows Period ending June 30: 2024 $ 3,473,736 2025 3,473,736 2026 3,473,736 2027 1,161,112 2028 4,800 Thereafter 16,169 $ 11,603,289 Amortization of intangible assets for the three months ended June 30, 2023 and 2022 totaled $1,736,516 and $993,257, respectively. Amortization of intangible assets for the six months ended June 30, 2023 and 2022 totaled $16,268,258 and $1,986,506, respectively. |
Loan Payables
Loan Payables | 6 Months Ended |
Jun. 30, 2023 | |
Loan Payables [Abstract] | |
LOAN PAYABLES | NOTE 9 - LOAN PAYABLES The amounts represented temporary advances received from the third parties for the lending business, which carried annual interest at the rate of 18% to 21%. These amounts were unsecured and will become repayable within one year. The loan payable balance was $1,082,980 and $1,823,536 as of June 30, 2023 and December 31, 2022, respectively. Interest related to the loan payables was $58,100 and $293,385 for the three months ended June 30, 2023 and 2022, respectively. Interest related to the loan payables was $77,238 and $340,291 for the six months ended June 30, 2023 and 2022, respectively. |
Amounts Due to Related Parties
Amounts Due to Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Amounts Due to Related Parties [Abstract] | |
AMOUNTS DUE TO RELATED PARTIES | NOTE 10 - AMOUNTS DUE TO RELATED PARTIES The amounts represented temporary advances to the Company for the lending business, which were unsecured, interest-free and had no fixed terms of repayments. The related party balances were $24,550,691 and $23,931,078 as of June 30, 2023 and December 31, 2022, respectively. During the three and six months ended June 30, 2023, the Company recorded and imputed additional non-cash interest of $237,118 and $460,895 at the market rate of 5% per annum on these interest-free related party loans, under ASC 835-30 “ Imputation of Interest”. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 11 - LEASES The Company entered into operating leases primarily for office premises with lease terms generally 2 years. The Company adopted Topic 842, using the modified-retrospective approach as discussed in Note 3, and as a result, recognized a right-of-use asset and a lease liability. The Company uses a 5% rate to determine the present value of the lease payments. The remaining life of the lease was two years. The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. As of June 30, 2023, right-of-use assets were $79,828 and lease liabilities were $83,035. For the three months ended June 30, 2023 and 2022, the Company charged to operations lease as expenses of $51,425 and $69,926, respectively. For the six months ended June 30, 2023 and 2022, the Company charged to operations lease as expenses of $86,312 and $139,983, respectively. As of June 30, 2023, the Company’s lease obligations will be matured in the next twelve months, with the present value of $83,035. |
Convertibles Note Payables
Convertibles Note Payables | 6 Months Ended |
Jun. 30, 2023 | |
Convertibles Note Payables [Abstract] | |
CONVERTIBLES NOTE PAYABLES | NOTE 12 - CONVERTIBLES NOTE PAYABLES Securities purchase agreement and related convertible note Chan Hin Yip Note On August 2, 2022, the Company entered into a Sale and Purchase Agreement (“SPA”) with CHAN Hin Yip, pursuant to which the Company agreed to purchase approximately 58 collectible items from Mr. Chan for a purchase price of HKD1,305,000 (approximately USD $167,308) (the “Purchase Price”), through its subsidiaries holds approximately 80% of the issued and outstanding securities of Grand Gallery Limited (“GGL”), and Mr. Chan is a director and 5% equity owner of GGL. On August 2, 2022, the Company and Mr. Chan entered into a Note Purchase Agreement (“Chan Hin Yip Note”) pursuant to which the Company agreed to pay the Purchase Price via a promissory note that will be converted into shares of the Company’s common stock at a conversion price equal to 90% of the volume weighted average closing price of the Company’s common stock for the ten days immediately prior to February 2, 2023. The Chan Hin Yip Note bears interest at 1% per annum and is due on February 2, 2023. At the date of this report, Chan Hin Yip Note is currently in default. Root Ventures Note On November 11, 2022, the Company and Root Ventures, LLC (“Root Ventures”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to Root Ventures (“Root Ventures Note”) in the original principal amount of $33,000. The Root Ventures Note is convertible into shares of the common stock of the Company one hundred eighty (180) days following the date of funding at a price equal to 60% of the average of two (2) lowest trading price of the Company’s common stock for the fifteen (15) trading days prior to conversion. The Root Ventures Note bears interest at 10% per annum and is due on November 10, 2023. 1800 Diagonal Note On August 26, 2022, the Company and 1800 Diagonal Lending LLC (“1800 Diagonal”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 Diagonal (“1800 Diagonal Note”) in the original principal amount of $89,250. The 1800 Diagonal Note is convertible into shares of the common stock of the Company one hundred eighty (180) days following the date of funding at a price equal to 65% of the average of two (2) lowest trading price of the Company’s common stock for the twenty (20) trading days prior to conversion. The Company has the option to prepay the 1800 Diagonal Note by paying an amount equal to the then outstanding amount multiplied by premium percentage during the first one hundred eighty (180) days. The 1800 Diagonal Note bears interest at 8% per annum and is due on August 26, 2023. As of June 30, 2023 and December 31, 2022, the Company did not prepay the convertible note payables and accrued convertible notes interest expense of $77,238 and $979, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 13 - STOCKHOLDERS’ EQUITY Authorized stock The Company’s authorized share is 5,000,000,000 common shares with a par value of $0.001 per share. Common stock outstanding As of June 30, 2023 and December 31, 2022, the Company had a total of 1,470,074,915 shares and 454,398,143 shares of its common stock issued and outstanding, respectively. Common stock to be issued As of June 30, 2023, the Company had 800,000,000 shares of its common stock to be issued to Dr. Lee, a director of the Company, in connection with the acquisition of Massive Treasure. As of December 31, 2022, the Company had 806,321,356 shares of its common stock to be issued, comprising of 800,000,000 shares outstanding to Dr. Lee, a director of the Company, in connection with the acquisition of Massive Treasure, 235,294 shares outstanding to Mr. Tan, a director of the Company, in connection with his service to the Company for the year ended December 31, 2021, and 6,086,062 shares outstanding to 17 consultants for their services rendered to the Company for the year ended December 31, 2021. Stock-based compensation During the six months ended June 30, 2023, the Company issued 1,015,676,772 shares of its common stock to consultants who have provided services to the Company to the Company under the Coinllectibles Inc. 2022 Stock Incentive Plan. The stock-based compensation expenses for shares granted consultants during the six months ended June 30, 2023 and 2022 were $10,299,592 and $0, respectively. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 14 - INCOME TAX The provision for income taxes consisted of the following: Six months ended 2023 2022 Current tax: - Local $ - $ - - Foreign 355,462 357,268 Deferred tax - Local - - - Foreign - - Income tax expense $ 355,462 $ 357,268 The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Singapore and Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows: United States of America COSG is registered in the State of Nevada and is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company. For the six months ended June 30, 2023 and 2022, there were no operating income in US tax regime. BVI Under the current BVI law, the Company is not subject to tax on income. Republic of Singapore The Company’s subsidiaries are registered in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. The operation in Singapore incurred an operating loss due to certain charges within the group and there is no provision for income tax for the six months ended June 30, 2023 and 2022. Hong Kong The Company and subsidiaries operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows: Six months ended June 30, 2023 2022 (Loss) income before income taxes $ (87,351 ) $ 566,971 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (14,413 ) 93,550 Tax effect of non-deductible items 377,917 260,441 Tax effect of non-taxable items - (8,178 Net operating loss (8,042 ) 11,455 Income tax expense $ 355,462 $ 357,268 The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2023 and December 31, 2022: June 30, December 31, Deferred tax assets: Net operating loss carryforward, from US tax regime $ 42,688 $ 102,932 Singapore tax regime - 15,324,07 Hong Kong tax regime 14,413 13,019 Less: valuation allowance (57,101 ) (15,440,658 ) Deferred tax assets, net $ - $ - As of June 30, 2023, the operations in the United States of America incurred $586,941 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $123,258 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. As of June 30, 2023, the operations in Singapore incurred $ 99,244,42 As of June 30, 2023, the operations in Hong Kong incurred $1,603,070 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $264,507 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The Company filed income tax returns in the United States federal tax jurisdiction and several state tax jurisdictions. Since the Company is in a loss carryforward position, it is generally subject to examination by federal and state tax authorities for all tax years in which a loss carryforward is available. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 - RELATED PARTY TRANSACTIONS From time to time, the directors of the Company advanced funds to the Company for working capital purpose. Those advances were unsecured, non-interest bearing and had no fixed terms of repayment. During the three months ended June 30, 2023 and 2022, the Company paid the management service fee of $0 and $815,852, to a company controlled by its director, Dr. Lee. During the three months ended June 30, 2023 and 2022, the Company paid the director fee of $92,468 and $30,000 to Mr. Tan, a director of the Company, for his service to the Company’s subsidiary. During the six months ended June 30, 2023 and 2022, the Company paid the management service fee of $0 and $1,815,852, to a company controlled by its director, Dr. Lee. During the six months ended June 30, 2023 and 2022, the Company paid the director fee of $124,238 and $60,000 to Mr. Tan, a director of the Company, for his service to the Company’s subsidiary. Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
Concentrations of Risk
Concentrations of Risk | 6 Months Ended |
Jun. 30, 2023 | |
Concentrations of Risk [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 16 - CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three and six months ended June 30, 2023 and 2022, there was no single customer whose revenue exceeded 10% of the revenue. (b) Economic and political risk The Company’s major operations are conducted in Singapore and Hong Kong. Accordingly, the political, economic, and legal environments in Singapore and Hong Kong, as well as the general state of Singapore and Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (d) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 - COMMITMENTS AND CONTINGENCIES As of June 30, 2023, the Company is committed to the below contractual arrangements. On December 31, 2021, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (“Investor”), pursuant to which the Investor agreed to invest up to Thirty Million Dollars ($30,000,000) over a 36-month period in accordance with the terms and conditions of that certain Equity Purchase Agreement, dated as of December 31, 2021, by and between the Company and the Investor (the “Equity Purchase Agreement”). During the term, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other reputable source). In connection with the Equity Purchase Agreement, both parties also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the common stock issuable under the Equity Purchase Agreement, among other securities. As of June 30, 2023, the remaining balance for Equity Purchase from the Investor was $30,000,000. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2023, up through the date the Company issued the unaudited condensed consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | ● Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of estimates and assumptions | ● Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include impairment loss on loan receivables, useful lives of intangible assets and property and equipment and deferred tax valuation allowance. |
Basis of consolidation | ● Basis of consolidation The condensed consolidated financial statements include the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Segment reporting | ● Segment reporting Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting |
Cash and cash equivalents | ● Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Inventories | ● Inventories Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The cost includes the purchase cost of arts and collectibles from related party and independent artists and the costs associated with token minting for collectible pieces. The Company will reduce inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Although inventories are classified as current assets in the accompanying balance sheets, the Company anticipates that certain inventories will be sold beyond twelve months from June 30, 2023. |
Loan receivables, net | ● Loan receivables, net Loans receivables are carried at unpaid principal balances, less the allowance for loan losses and charge-offs. The loans receivables portfolio consists of real estate mortgage loans, commercial and personal loans. Loans are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months). If the Company determines that a loan is impaired, the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally, the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in Allowance for Loan Losses. |
Allowance for loan losses (“ALL”) | ● Allowance for loan losses (“ALL”) The adequacy of the Company’s ALL is determined, in accordance with ASC Topic 450-20 Loss Contingencies The ALL reflects management’s evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALL even though there may not be a decline in credit quality or an increase in potential problem loans. |
Property and equipment | ● Property and equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Computer and office equipment 5 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the six months ended June 30, 2023 and 2022 totaled $2,914 and $4,325, respectively. Depreciation expense for the three months ended June 30, 2023 and 2022 totaled $1,595 and $2,339, respectively. |
Intangible assets | ● Intangible assets The Company accounts for its intangible assets in accordance with ASC 350. Intangible assets represented the acquired technology software, licensed technology know-how, trademark and trade names for its internal use to facilitate and support its platform operation. They are stated at the purchase cost and are amortized based on their economic benefit expected to be realized. |
Impairment of long-lived assets | ● Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets |
Revenue recognition | ● Revenue recognition ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Lending Business The Company is licensed to originate personal loan, company loan and mortgage loan in Hong Kong. During the six months ended June 30, 2023 and 2022, the Company originated loans generally ranging from $644 to $579,000, with terms ranging from 1 week to 120 months. The Company mainly derives a portion of its revenue from loan which is specifically excluded from the scope of this standard, that is, interest on loan receivable is accrued monthly and credited to income as earned. Arts and Collectibles Technology Business The Company currently operates its online platform in the sale and distribution of arts and collectibles, with the use of blockchain technologies and minting tokens. The item of arts and collectibles is individually monetized as non-interchangeable unit of data stored on a blockchain, which is a form of digital ledger that can be sold, in the form of a minting token on the online platform. The Company involves with the following activities to earn its revenue in this segment: Sale of arts and collectibles products: The Company recognizes revenue derived from the sales of the arts and collectibles when the Company has transferred the risks and rewards to the customers. The minted item of the individual art or collectible which is sold in crypto asset transaction is the only performance obligation under the fixed-fee arrangements. The corresponding fees received upon each sale transaction is recognized as revenue, is recognized when the designated token, minted with the corresponding art and collectibles is delivered to the end user, together with the transfer of both digital and official title. Transaction fee income: The Company also generates revenue through transaction fees transacted on its platform or other marketplaces. The Company charges a fee to individual customer at the secondary transaction level, which is allocated to the single performance obligation. The transaction fee is collected from the customer in digital assets, with revenue measured based on a certain percentage of the value of digital assets at the time the transaction is executed. The Company’s service comprises of a single performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. In this segment, the transaction consideration that the Company receives is a non-cash consideration in the form of digital assets, which are cryptocurrencies. The Company measures the related cryptocurrencies at fair value on the date received, at the same time, the revenue is recognized. Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency at the time of receipt. Expenses associated with operating the Arts and Collectibles Technology Business, such as minting cost and purchase cost of collectibles and artworks are also recorded as cost of revenues. |
Leases | ● Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use assets may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC Topic 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. |
Income taxes | ● Income taxes The Company adopted the ASC Topic 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain tax positions | ● Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the six months ended June 30, 2023 and 2022. |
Foreign currencies translation | ● Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company has operations in Hong Kong and Singapore and maintains the books and record in the local currency, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the following periods: June 30, June 30, Period-end HKD:US$ exchange rate 0.1276 0.1274 Period average HKD:US$ exchange rate 0.1276 0.1278 June 30, June 30, Period-end SGD:US$ exchange rate 0.7383 0.7189 Period average SGD:US$ exchange rate 0.7483 0.7328 |
Comprehensive income | ● Comprehensive income ASC Topic 220, Comprehensive Income |
Noncontrolling interest | ● Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. |
Net loss per share | ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share |
Stock based compensation | ● Stock based compensation Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option model to estimate the fair value of employee stock options at the date of grant. As of June 30, 2023, those shares issued and stock options granted for service compensations were immediately vested, and therefore these amounts are thus recognized as expense in the operation. |
Related parties | ● Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | ● Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair value of financial instruments | ● Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, loan and fee receivable, prepayments and other receivables, amounts due from related parties, accrued liabilities and other payables, loans payable, amounts due to related parties approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | ● Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Organization and Business Bac_2
Organization and Business Background (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Business Background [Abstract] | |
Schedule of Description of Subsidiaries | Description of subsidiaries Company name Place of incorporation Principal activities Particulars of Effective Massive Treasure Limited BVI, limited liability company Investment holding 50,000 ordinary shares with a par value of US$1 each 100 % Coinllectibles DeFi Limited Hong Kong, limited liability company Financing service management in Hong Kong 10,000 ordinary shares for HK$10,000 100 % Coinllectibles Private Limited Singapore, limited liability company Corporate management and IT development in Singapore 1,000 ordinary shares for S$1,000 100 % Healthy Finance Limited# Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % 8M Limited Hong Kong, limited liability company Money lending service in Hong Kong 10 ordinary shares for HK$10 100 % Dragon Group Mortgage Limited# Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % E-on Finance Limited Hong Kong, limited liability company Money lending service in Hong Kong 2 ordinary shares for HK$2 100 % Lee Kee Finance Limited Hong Kong, limited liability company Money lending service in Hong Kong 920,000 ordinary shares for HK$920,000 51 % Rich Finance (Hong Kong) Limited Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % Long Journey Finance Limited Hong Kong, limited liability company Money lending service in Hong Kong 100 ordinary shares for HK$100 51 % Vaav Limited Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51 % Star Credit Limited Hong Kong, limited liability company Money lending service in Hong Kong 1,000,000 ordinary shares for HK$1,000,000 51 % NFT Limited BVI, limited liability company Procurement of intangible assets in Hong Kong 10,000 ordinary shares with a par value of US$1 each 51 % Grandway Worldwide Holding Limited BVI, limited liability company Development of mobile application 50,000 ordinary shares for USD$50,000 51 % Grand Town Development Limited Hong Kong, limited liability company Provision treasury management 2 ordinary shares for HK$2 100 % Grand Gallery Limited Hong Kong, limited liability company Procurement of art and collectibles in Hong Kong 400,000 ordinary shares for HK$400,000 80 % Phoenix Waters Group Limited BVI, limited liability company Investment holding 50,000 ordinary shares with a par value of US$1 each 100 % # These subsidiaries were disposed on June 30, 2023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Computer and office equipment 5 years |
Schedule of Translation of Amounts | Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the following periods: June 30, June 30, Period-end HKD:US$ exchange rate 0.1276 0.1274 Period average HKD:US$ exchange rate 0.1276 0.1278 June 30, June 30, Period-end SGD:US$ exchange rate 0.7383 0.7189 Period average SGD:US$ exchange rate 0.7483 0.7328 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue From Contract With Customers [Abstract] | |
Schedule of Disaggregation of the Company’s Revenue by Major Source | The following is a disaggregation of the Company’s revenue by major source for the respective periods: Three months ended Six months ended 2023 2022 2023 2022 Interest income $ 1,542,215 $ 1,649,528 $ 3,098,191 $ 3,315,669 ACT income - Sale of arts and collectibles products (1,296 ) 198,304 597,351 1,406,450 - Transaction fee income and others - 2,845,226 - 4,151,886 (1,296 ) 3,043,530 597,351 5,558,336 $ 1,540,919 $ 4,693,058 $ 3,695,542 $ 8,874,005 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Segment Information [Abstract] | |
Schedule of Reconciliation of the Disaggregated Revenue | In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments. Three months ended Lending ACT Total Revenue from external customers: Interest income $ 1,542,215 $ - $ 1,542,215 Arts and collectibles technology income - (1,296 ) (1,296 ) Total revenue, net 1,542,215 (1,296 ) 1,540,919 Cost of revenue: Interest expense (35,797 ) - (35,797 ) Arts and collectibles technology expense - (51,574 ) (51,574 ) Total cost of revenue (35,797 ) (51,574 ) (87,371 ) Gross profit 1,506,418 (52,870 ) 1,453,548 Operating expenses Sales and marketing (93,683 ) (668 ) (94,351 ) Corporate development - 137 137 Technology and development - (6,177 ) (6,177 ) General and administrative (1,823,363 ) (11,227,459 ) (13,050,822 ) Total operating expenses (1,917,046 ) (11,234,167 ) (13,151,213 ) Loss from operations (410,628 ) (11,287,037 ) (11,987,411 ) Other income (expense): Interest income 909 52 961 Convertible notes interest expense (8,887 ) (8,887 ) Imputed interest expense (223,777 ) - (223,777 ) Loan interest expense - (58,100 ) (58,100 ) Sundry income 20,150 - 20,150 Total other expenses, net (202,718 ) (66,935 ) (269,653 ) Segment loss $ (613,346 ) $ (11,353,972 ) $ (11,967,318 ) Three months ended Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 1,649,528 $ - $ 1,649,528 Arts and collectibles technology income - 3,043,530 3,043,530 Total revenue, net 1,649,528 3,043,530 4,693,058 Cost of revenue: Interest expense (293,385 ) - (293,385 ) Arts and collectibles technology expense - (141,376 ) (141,376 ) Total cost of revenue (293,385 ) (141,376 ) (434,761 ) Gross profit 1,356,143 2,902,154 4,258,297 Operating Expenses Sales and marketing (246,234 ) (6,645,965 ) (6,892,199 ) Corporate development - (6,743,525 ) (6,743,525 ) Technology and development - (8,204,895 ) (8,204,895 ) General and administrative (803,139 ) (1,866,155 ) (2,669,294 ) Total operating expenses (1,049,373 ) (23,460,540 ) (24,509,913 ) Income (loss) from operations 306,770 (20,558,386 ) (20,251,616 ) Other income (expense): Interest income 2,113 3 2,116 Impairment loss on digital assets - (6,957 ) (6,957 ) Imputed interest expense (242,377 ) - (242,377 ) Sundry income 30,563 506 31,069 Total other expenses, net (209,701 ) (6,448 ) (216,149 ) Segment income (loss) $ 97,069 $ (20,564,834 ) $ (20,467,765 ) Six months ended Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 3,098,191 $ - $ 3,098,191 Arts and collectibles technology income - 597,351 597,351 Total revenue, net 3,098,191 597,351 3,695,542 Cost of revenue: Interest expense (94,724 ) - (94,724 ) Arts and collectibles technology expense - (366,973 ) (366,973 ) Total cost of revenue (94,724 ) (366,973 ) (461,697 ) Gross profit 3,003,467 230,378 3,233,845 Operating Expenses Sales and marketing (119,226 ) (5,650 ) (124,876 ) Corporate development - (57,208 ) (57,208 ) Technology and development - (16,880 ) (16,880 ) General and administrative (4,776,954 ) (12,176,296 ) (16,953,250 ) Total operating expenses (4,896,180 ) (12,256,034 ) (17,152,214 ) Loss from operations (1,892,713 ) (12,025,656 ) (13,918,369 ) Other income (expense): Interest income 1,975 92 2,067 Convertible notes interest expense - (10,431 ) (10,431 ) Imputed interest expense (460,895 ) - (460,895 ) Loan interest expense - (77,238 ) (77,238 ) Sundry income 51,292 - 51,292 Total other expenses, net (407,628 ) (87,577 ) (495,205 ) Segment loss $ (2,300,341 ) $ (12,113,233 ) $ (14,413,574 ) Six months ended Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 3,315,669 $ - $ 3,315,669 Arts and collectibles technology income - 5,558,336 5,558,336 Total revenue, net 3,315,669 5,558,336 8,874,005 Cost of revenue: Interest expense (340,291 ) - (340,291 ) Arts and collectibles technology expense - (807,135 ) (807,135 ) Total cost of revenue (340,291 ) (807,135 ) (1,147,426 ) Gross profit 2,975,378 4,751,201 7,726,579 Operating Expenses Sales and marketing (252,918 ) (26,003,937 ) (26,256,855 ) Corporate development - (25,732,131 ) (25,732,131 ) Technology and development - (32,558,567 ) (32,558,567 ) General and administrative (1,812,660 ) (3,585,636 ) (5,398,296 ) Total operating expenses (2,065,578 ) (87,880,271 ) (89,945,849 ) Income (loss) from operations 909,800 (83,129,070 ) (82,219,270 ) Other income (expense): Interest income 2,149 6 2,155 Impairment loss on digital assets - (10,156 ) (10,156 ) Imputed interest expense (479,491 ) - (479,491 ) Sundry income 54,502 506 55,008 Total other expenses, net (422,840 ) (9,644 ) (432,484 ) Segment income (loss) $ 486,960 $ (83,138,714 ) $ (82,651,754 ) |
Schedule of Financial Information Concerning the Geographic Segments | The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: Three months ended Six months ended 2023 2022 2023 2022 Hong Kong $ 1,542,215 1,649,528 $ 3,098,191 3,315,669 Around the world (1,296 ) 3,043,530 597,351 5,558,336 1,540,919 4,693,058 3,695,542 8,874,005 |
Loan Receivables, Net (Tables)
Loan Receivables, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Loan Receivables, Net [Abstract] | |
Schedule of Loan Portfolio | The Company’s loan portfolio was as follows: June 30, December 31, Personal loans $ 3,676,109 $ 17,352,856 Commercial loans 1,597,824 1,186,339 Mortgage loans 19,611,852 1,294,601 Total loans 24,885,785 19,833,796 Less: Allowance for loan losses (4,204,843 ) (781,202 ) Loans receivables, net $ 20,680,942 $ 19,052,594 Reclassifying as: Current portion $ 17,424,747 $ 19,052,594 Non-current portion 3,256,195 - Total loans receivables $ 20,680,942 $ 19,052,594 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets | A summary of intangible assets as of June 30, 2023 and December 31, 2022 is as follows: Estimated June 30, December 31, At cost: Acquired technology software 5 years $ 17,344,690 $ 17,344,690 Trademarks and trade name 10 years 39,500 39,270 Less: accumulated amortization (5,789,384 ) (4,052,889 ) Foreign translation adjustment 8,483 8,356 $ 11,603,289 $ 13,339,427 |
Schedule of Estimated Amortization Expense for Intangible Assets | As of June 30, 2023, the estimated annual amortization expense for intangible assets for each of the succeeding five years and thereafter is as follows Period ending June 30: 2024 $ 3,473,736 2025 3,473,736 2026 3,473,736 2027 1,161,112 2028 4,800 Thereafter 16,169 $ 11,603,289 |
Income Tax (Tables)
Income Tax (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: Six months ended 2023 2022 Current tax: - Local $ - $ - - Foreign 355,462 357,268 Deferred tax - Local - - - Foreign - - Income tax expense $ 355,462 $ 357,268 |
Schedule of Reconciliation of Income Tax Rate to the Effective Income Tax Rate | The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows: Six months ended June 30, 2023 2022 (Loss) income before income taxes $ (87,351 ) $ 566,971 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (14,413 ) 93,550 Tax effect of non-deductible items 377,917 260,441 Tax effect of non-taxable items - (8,178 Net operating loss (8,042 ) 11,455 Income tax expense $ 355,462 $ 357,268 |
Schedule of the Deferred Tax Assets and Liabilities | The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2023 and December 31, 2022: June 30, December 31, Deferred tax assets: Net operating loss carryforward, from US tax regime $ 42,688 $ 102,932 Singapore tax regime - 15,324,07 Hong Kong tax regime 14,413 13,019 Less: valuation allowance (57,101 ) (15,440,658 ) Deferred tax assets, net $ - $ - |
Organization and Business Bac_3
Organization and Business Background (Details) - Schedule of Description of Subsidiaries | 6 Months Ended | |
Jun. 30, 2023 | ||
Massive Treasure Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Principal activities and place of operation | Investment holding | |
Particulars of registered/ paid up share capital | 50,000 ordinary shares with a par value of US$1 each | |
Effective interest held | 100% | |
Coinllectibles DeFi Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Financing service management in Hong Kong | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Effective interest held | 100% | |
Coinllectibles Private Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Singapore, limited liability company | |
Principal activities and place of operation | Corporate management and IT development in Singapore | |
Particulars of registered/ paid up share capital | 1,000 ordinary shares for S$1,000 | |
Effective interest held | 100% | |
Healthy Finance Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | [1] |
Principal activities and place of operation | Money lending service in Hong Kong | [1] |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | [1] |
Effective interest held | 51% | [1] |
8M Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Particulars of registered/ paid up share capital | 10 ordinary shares for HK$10 | |
Effective interest held | 100% | |
Dragon Group Mortgage Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | [1] |
Principal activities and place of operation | Money lending service in Hong Kong | [1] |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | [1] |
Effective interest held | 51% | [1] |
E-on Finance Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Particulars of registered/ paid up share capital | 2 ordinary shares for HK$2 | |
Effective interest held | 100% | |
Lee Kee Finance Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Particulars of registered/ paid up share capital | 920,000 ordinary shares for HK$920,000 | |
Effective interest held | 51% | |
Rich Finance (Hong Kong) Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Effective interest held | 51% | |
Long Journey Finance Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Particulars of registered/ paid up share capital | 100 ordinary shares for HK$100 | |
Effective interest held | 51% | |
Vaav Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Effective interest held | 51% | |
Star Credit Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Particulars of registered/ paid up share capital | 1,000,000 ordinary shares for HK$1,000,000 | |
Effective interest held | 51% | |
NFT Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Principal activities and place of operation | Procurement of intangible assets in Hong Kong | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares with a par value of US$1 each | |
Effective interest held | 51% | |
Grandway Worldwide Holding Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Principal activities and place of operation | Development of mobile application | |
Particulars of registered/ paid up share capital | 50,000 ordinary shares for USD$50,000 | |
Effective interest held | 51% | |
Grand Town Development Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Provision treasury management | |
Particulars of registered/ paid up share capital | 2 ordinary shares for HK$2 | |
Effective interest held | 100% | |
Grand Gallery Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Principal activities and place of operation | Procurement of art and collectibles in Hong Kong | |
Particulars of registered/ paid up share capital | 400,000 ordinary shares for HK$400,000 | |
Effective interest held | 80% | |
Phoenix Waters Group Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Principal activities and place of operation | Investment holding | |
Particulars of registered/ paid up share capital | 50,000 ordinary shares with a par value of US$1 each | |
Effective interest held | 100% | |
[1]These subsidiaries were disposed on June 30, 2023 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Depreciation expense | $ 1,595 | $ 2,339 | $ 2,914 | $ 4,325 |
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Originated loans | $ 644 | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Originated loans | $ 579,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment | Jun. 30, 2023 |
Computer and office equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment [Line Items] | |
Expected useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Amounts | Jun. 30, 2023 | Jun. 30, 2022 |
Hong Kong, Dollars [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Amounts [Line Items] | ||
Period-end HKD:US$ exchange rate | 0.1276 | 0.1274 |
Period average HKD:US$ exchange rate | 0.1276 | 0.1278 |
Singapore, Dollars [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Amounts [Line Items] | ||
Period-end SGD:US$ exchange rate | 0.7383 | 0.7189 |
Period average SGD:US$ exchange rate | 0.7483 | 0.7328 |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Going Concern Uncertainties [Abstract] | |
Accumulated deficit | $ 133,026,376 |
Working capital | $ 12,810,630 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - Schedule of Disaggregation of the Company’s Revenue by Major Source - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Disaggregation Of The Company SRevenue By Major Source Abstract | ||||
Interest income | $ 1,542,215 | $ 1,649,528 | $ 3,098,191 | $ 3,315,669 |
ACT income | ||||
- Sale of arts and collectibles products | (1,296) | 198,304 | 597,351 | 1,406,450 |
- Transaction fee income and others | 2,845,226 | 4,151,886 | ||
Total ACT income | (1,296) | 3,043,530 | 597,351 | 5,558,336 |
Total revenue | $ 1,540,919 | $ 4,693,058 | $ 3,695,542 | $ 8,874,005 |
Business Segment Information (D
Business Segment Information (Details) - Schedule of Reconciliation of the Disaggregated Revenue - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lending Segment [Member] | ||||
Revenue from external customers: | ||||
Revenue from external customers, Interest income | $ 1,542,215 | $ 1,649,528 | $ 3,098,191 | $ 3,315,669 |
Arts and collectibles technology income | ||||
Total revenue, net | 1,542,215 | 1,649,528 | 3,098,191 | 3,315,669 |
Cost of revenue: | ||||
Interest expense | (35,797) | (293,385) | (94,724) | (340,291) |
Arts and collectibles technology expense | ||||
Total cost of revenue | (35,797) | (293,385) | (94,724) | (340,291) |
Gross profit | 1,506,418 | 1,356,143 | 3,003,467 | 2,975,378 |
Operating expenses | ||||
Sales and marketing | (93,683) | (246,234) | (119,226) | (252,918) |
Corporate development | ||||
Technology and development | ||||
General and administrative | (1,823,363) | (803,139) | (4,776,954) | (1,812,660) |
Total operating expenses | (1,917,046) | (1,049,373) | (4,896,180) | (2,065,578) |
Loss from operations | (410,628) | 306,770 | (1,892,713) | 909,800 |
Other income (expense): | ||||
Other income (expense), Interest income | 909 | 2,113 | 1,975 | 2,149 |
Impairment loss on digital assets | ||||
Convertible notes interest expense | ||||
Imputed interest expense | (223,777) | (242,377) | (460,895) | (479,491) |
Loan interest expense | ||||
Sundry income | 20,150 | 30,563 | 51,292 | 54,502 |
Total other expenses, net | (202,718) | (209,701) | (407,628) | (422,840) |
Segment loss | (613,346) | 97,069 | (2,300,341) | 486,960 |
ACT Segment [Member] | ||||
Revenue from external customers: | ||||
Revenue from external customers, Interest income | ||||
Arts and collectibles technology income | (1,296) | 3,043,530 | 597,351 | 5,558,336 |
Total revenue, net | (1,296) | 3,043,530 | 597,351 | 5,558,336 |
Cost of revenue: | ||||
Interest expense | ||||
Arts and collectibles technology expense | (51,574) | (141,376) | (366,973) | (807,135) |
Total cost of revenue | (51,574) | (141,376) | (366,973) | (807,135) |
Gross profit | (52,870) | 2,902,154 | 230,378 | 4,751,201 |
Operating expenses | ||||
Sales and marketing | (668) | (6,645,965) | (5,650) | (26,003,937) |
Corporate development | 137 | (6,743,525) | (57,208) | (25,732,131) |
Technology and development | (6,177) | (8,204,895) | (16,880) | (32,558,567) |
General and administrative | (11,227,459) | (1,866,155) | (12,176,296) | (3,585,636) |
Total operating expenses | (11,234,167) | (23,460,540) | (12,256,034) | (87,880,271) |
Loss from operations | (11,287,037) | (20,558,386) | (12,025,656) | (83,129,070) |
Other income (expense): | ||||
Other income (expense), Interest income | 52 | 3 | 92 | 6 |
Impairment loss on digital assets | (6,957) | (10,156) | ||
Convertible notes interest expense | (8,887) | (10,431) | ||
Imputed interest expense | ||||
Loan interest expense | (58,100) | (77,238) | ||
Sundry income | 506 | 506 | ||
Total other expenses, net | (66,935) | (6,448) | (87,577) | (9,644) |
Segment loss | (11,353,972) | (20,564,834) | (12,113,233) | (83,138,714) |
Total [Member] | ||||
Revenue from external customers: | ||||
Revenue from external customers, Interest income | 1,542,215 | 1,649,528 | 3,098,191 | 3,315,669 |
Arts and collectibles technology income | (1,296) | 3,043,530 | 597,351 | 5,558,336 |
Total revenue, net | 1,540,919 | 4,693,058 | 3,695,542 | 8,874,005 |
Cost of revenue: | ||||
Interest expense | (35,797) | (293,385) | (94,724) | (340,291) |
Arts and collectibles technology expense | (51,574) | (141,376) | (366,973) | (807,135) |
Total cost of revenue | (87,371) | (434,761) | (461,697) | (1,147,426) |
Gross profit | 1,453,548 | 4,258,297 | 3,233,845 | 7,726,579 |
Operating expenses | ||||
Sales and marketing | (94,351) | (6,892,199) | (124,876) | (26,256,855) |
Corporate development | 137 | (6,743,525) | (57,208) | (25,732,131) |
Technology and development | (6,177) | (8,204,895) | (16,880) | (32,558,567) |
General and administrative | (13,050,822) | (2,669,294) | (16,953,250) | (5,398,296) |
Total operating expenses | (13,151,213) | (24,509,913) | (17,152,214) | (89,945,849) |
Loss from operations | (11,987,411) | (20,251,616) | (13,918,369) | (82,219,270) |
Other income (expense): | ||||
Other income (expense), Interest income | 961 | 2,116 | 2,067 | 2,155 |
Impairment loss on digital assets | (6,957) | (10,156) | ||
Convertible notes interest expense | (8,887) | (10,431) | ||
Imputed interest expense | (223,777) | (242,377) | (460,895) | (479,491) |
Loan interest expense | (58,100) | (77,238) | ||
Sundry income | 20,150 | 31,069 | 51,292 | 55,008 |
Total other expenses, net | (269,653) | (216,149) | (495,205) | (432,484) |
Segment loss | $ (11,967,318) | $ (20,467,765) | $ (14,413,574) | $ (82,651,754) |
Business Segment Information _2
Business Segment Information (Details) - Schedule of Financial Information Concerning the Geographic Segments - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Segment Information (Details) - Schedule of Financial Information Concerning the Geographic Segments [Line Items] | ||||
Revenues | $ 1,540,919 | $ 4,693,058 | $ 3,695,542 | $ 8,874,005 |
Hong Kong [Member] | ||||
Business Segment Information (Details) - Schedule of Financial Information Concerning the Geographic Segments [Line Items] | ||||
Revenues | 1,542,215 | 1,649,528 | 3,098,191 | 3,315,669 |
Around the world [Member] | ||||
Business Segment Information (Details) - Schedule of Financial Information Concerning the Geographic Segments [Line Items] | ||||
Revenues | $ (1,296) | $ 3,043,530 | $ 597,351 | $ 5,558,336 |
Loan Receivables, Net (Details)
Loan Receivables, Net (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Minimum [Member] | ||
Loan Receivables, Net (Details) [Line Items] | ||
Interest rate on loans issued | 13% | 13% |
Maximum [Member] | ||
Loan Receivables, Net (Details) [Line Items] | ||
Interest rate on loans issued | 59% | 59% |
Loan Receivables, Net (Detail_2
Loan Receivables, Net (Details) - Schedule of Loan Portfolio - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans | $ 24,885,785 | $ 19,833,796 |
Less: Allowance for loan losses | (4,204,843) | (781,202) |
Loans receivables, net | 20,680,942 | 19,052,594 |
Reclassifying as: | ||
Current portion | 17,424,747 | 19,052,594 |
Non-current portion | 3,256,195 | |
Total loans receivables | 20,680,942 | 19,052,594 |
Personal loans [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans | 3,676,109 | 17,352,856 |
Commercial loans [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans | 1,597,824 | 1,186,339 |
Mortgage loans [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans | $ 19,611,852 | $ 1,294,601 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets, Net [Abstract] | ||||
Amortization of intangible assets | $ 1,736,516 | $ 993,257 | $ 16,268,258 | $ 1,986,506 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
At cost: | ||
Less: accumulated amortization | $ (5,789,384) | $ (4,052,889) |
Foreign translation adjustment | 8,483 | 8,356 |
At cost, Net | $ 11,603,289 | 13,339,427 |
Acquired technology software [Member] | ||
At cost: | ||
Estimated useful life | 5 years | |
At cost | $ 17,344,690 | 17,344,690 |
Trademarks and trade name [Member] | ||
At cost: | ||
Estimated useful life | 10 years | |
At cost | $ 39,500 | $ 39,270 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Estimated Amortization Expense for Intangible Assets - Intangible Assets [Member] | Jun. 30, 2023 USD ($) |
Schedule of Estimated Amortization Expense for Intangible Assets [Abstract] | |
2024 | $ 3,473,736 |
2025 | 3,473,736 |
2026 | 3,473,736 |
2027 | 1,161,112 |
2028 | 4,800 |
Thereafter | 16,169 |
Total | $ 11,603,289 |
Loan Payables (Details)
Loan Payables (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Loan Payables (Details) [Line Items] | |||||
Repayable term | 1 year | 1 year | |||
Interest related loan payable | $ 1,082,980 | $ 1,082,980 | $ 1,823,536 | ||
Minimum [Member] | |||||
Loan Payables (Details) [Line Items] | |||||
Annual interest rate | 18% | 18% | |||
Maximum [Member] | |||||
Loan Payables (Details) [Line Items] | |||||
Annual interest rate | 21% | 21% | |||
Loans Payable [Member] | |||||
Loan Payables (Details) [Line Items] | |||||
Interest on loans payable | $ 58,100 | $ 293,385 | $ 77,238 | $ 340,291 |
Amounts Due to Related Parties
Amounts Due to Related Parties (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Amounts Due to Related Parties [Abstract] | |||
Related party balances | $ 24,550,691 | $ 23,931,078 | |
Non-cash interest | $ 237,118 | $ 460,895 | |
Market rate percentage | 5% | 5% |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Lease terms | 2 years | 2 years | ||
Percentage of lease payments | 5% | |||
Remaining life term | 2 years | 2 years | ||
Right-of-use assets | $ 79,828 | $ 79,828 | ||
Lease liabilities | 83,035 | 83,035 | ||
Lease expenses | 51,425 | $ 69,926 | 86,312 | $ 139,983 |
Lease obligations | $ 83,035 | $ 83,035 |
Convertibles Note Payables (Det
Convertibles Note Payables (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 11, 2022 USD ($) | Aug. 02, 2022 USD ($) | Aug. 02, 2022 HKD ($) | Aug. 26, 2022 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Convertibles Note Payables (Details) [Line Items] | ||||||
Bear interest, percentage | 10% | |||||
Original principal amount (in Dollars) | $ 33,000 | |||||
Funding price rate | 60% | |||||
Due date | Nov. 10, 2023 | |||||
Accrued convertible notes interest expense (in Dollars) | $ 77,238 | $ 979 | ||||
Grand Gallery Limited [Member] | ||||||
Convertibles Note Payables (Details) [Line Items] | ||||||
Issued and outstanding, percentage | 80% | 80% | ||||
Chan Hin Yip Note [Member] | ||||||
Convertibles Note Payables (Details) [Line Items] | ||||||
weighted average closing price, percentage | 90% | 90% | ||||
Bear interest, percentage | 1% | 1% | ||||
Due date | Feb. 02, 2023 | Feb. 02, 2023 | ||||
1800 Diagonal Note [Member] | ||||||
Convertibles Note Payables (Details) [Line Items] | ||||||
Bear interest, percentage | 8% | |||||
Due date | Aug. 26, 2023 | |||||
Original principal amount (in Dollars) | $ 89,250 | |||||
Funding price equal, percentage | 65% | |||||
Mr. Chan [Member] | ||||||
Convertibles Note Payables (Details) [Line Items] | ||||||
Purchase price | $ 167,308 | $ 1,305,000 | ||||
Equity owner percentage | 5% | 5% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | ||
Common shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 1,470,074,915 | 454,398,143 | ||
Common stock shares outstanding | 1,470,074,915 | 454,398,143 | ||
Stock-based compensation shares | 1,015,676,772 | |||
Stock-based compensation expenses (in Dollars) | $ 10,299,592 | $ 0 | ||
Massive Treasure Limited [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares issued | 806,321,356 | |||
Dr. Lee [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock issued | 800,000,000 | |||
Common stock, shares outstanding | 800,000,000 | |||
Mr. Tan [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock shares outstanding | 235,294 | 6,086,062 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 6 Months Ended | ||
Jan. 01, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax (Details) [Line Items] | |||
Net operating losses | $ (8,042) | $ 11,455 | |
Deferred tax assets valuation allowance | $ 264,507 | ||
Republic of Singapore [Member] | |||
Income Tax (Details) [Line Items] | |||
Standard income tax rate, percentage | 17% | ||
Hong Kong [Member] | |||
Income Tax (Details) [Line Items] | |||
Net operating losses | $ 1,603,070 | ||
Deferred tax assets valuation allowance | 123,258 | ||
United States [Member] | |||
Income Tax (Details) [Line Items] | |||
Net operating losses | 586,941 | ||
Deferred tax assets valuation allowance | 16,871,555 | ||
SINGAPORE | |||
Income Tax (Details) [Line Items] | |||
Net operating losses | $ 9,924,442 | ||
Maximum [Member] | |||
Income Tax (Details) [Line Items] | |||
Corporate tax rate | 35% | ||
Maximum [Member] | Hong Kong [Member] | |||
Income Tax (Details) [Line Items] | |||
Profits tax rates | 16.50% | ||
Minimum [Member] | |||
Income Tax (Details) [Line Items] | |||
Corporate tax rate | 21% | ||
Minimum [Member] | Hong Kong [Member] | |||
Income Tax (Details) [Line Items] | |||
Profits tax rates | 8.25% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Provision for Income Taxes - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Current tax: | ||
- Local | ||
- Foreign | 355,462 | 357,268 |
Deferred tax | ||
- Local | ||
- Foreign | ||
Income tax expense | $ 355,462 | $ 357,268 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Reconciliation of Income Tax Rate to the Effective Income Tax Rate - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Reconciliation of Income Tax Rate to the Effective Income Tax Rate [Abstract] | ||
(Loss) income before income taxes | $ (87,351) | $ 566,971 |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (14,413) | $ 93,550 |
Tax effect of non-deductible items | 377,917 | 260,441 |
Tax effect of non-taxable items | 8,178 | |
Net operating loss | (8,042) | 11,455 |
Income tax expense | $ 355,462 | $ 357,268 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of the Deferred Tax Assets and Liabilities - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
US tax regime | $ 42,688 | $ 102,932 |
Singapore tax regime | 1,532,407 | |
Hong Kong tax regime | 14,413 | 13,019 |
Less: valuation allowance | (57,101) | (15,440,658) |
Deferred tax assets, net |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Dr. Lee [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Management service fee | $ 0 | $ 815,852 | $ 0 | $ 1,815,852 |
Mr. Tan [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Director fee | $ 92,468 | $ 30,000 | $ 124,238 | $ 60,000 |
Concentrations of Risk (Details
Concentrations of Risk (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Concentrations of Risk [Abstract] | ||||
Revenue exceeded rate | 10% | 10% | 10% | 10% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2023 | |
Commitments and Contingencies (Details) [Line Items] | ||
Investment receivable | $ 30,000,000 | |
Williamsburg Venture Holdings, LLC [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Investment receivable | $ 30,000,000 | |
Purchase price percentage | 88% |