Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | COSMOS GROUP HOLDINGS INC. | ||
Entity Central Index Key | 0001706509 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 358,320,541 | ||
Entity Public Float | $ 25,048,258 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-545793 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 90-1177460 | ||
Entity Address Address Line 1 | 37/F, 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 | ||
Security 12g Title | Common Stock, $0.001 par value | ||
Entity Interactive Data Current | Yes | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | J&S Associate | ||
Auditor Location | Kuala Lumpur, Malaysia | ||
Auditor Firm Id | 6743 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,131,128 | $ 773,381 |
Digital assets | 35,451 | 0 |
Loan receivables, net Current | 19,052,594 | 11,943,595 |
Loan interest and fee receivables, net | 483,371 | 679,341 |
Inventories | 2,103,038 | 0 |
Amounts due from related parties | 0 | 138,020 |
Prepayments and other receivables | 877,802 | 702,037 |
Income tax receivable | 0 | 1,420 |
Right of use assets, net | 298,317 | 483,537 |
Total current assets | 23,981,701 | 14,721,331 |
Non-current assets: | ||
Property and equipment, net | 59,270 | 246,575 |
Intangible assets | 18,554,389 | 0 |
Loan receivables, net | 0 | 290,229 |
TOTAL ASSETS | 42,595,360 | 15,258,135 |
Current liabilities: | ||
Accounts payable | 240,156 | 0 |
Accrued liabilities and other payables | 399,968 | 327,586 |
Loan payable | 489,836 | 4,811,843 |
Amounts due to related parties | 20,954,836 | 9,648,400 |
Income tax payable | 431,463 | 0 |
Operating lease liabilities Current | 231,816 | 483,537 |
Total current liabilities | 22,748,075 | 15,271,366 |
Non-current liabilities: | ||
Operating lease liabilities | 78,216 | 0 |
TOTAL LIABILITIES | 22,826,291 | 15,271,366 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 358,067,481 and 333,910,484 issued and outstanding as of December 31, 2021 and December 31, 2020 | 358,067 | 333,911 |
Common stock to be issued | 806,321 | 800,000 |
Additional paid-in capital | 44,930,337 | 0 |
Accumulated other comprehensive loss | (7,588) | (5,374) |
Accumulated deficit | (26,436,477) | (1,379,358) |
Total Equity | 19,650,660 | (250,821) |
Noncontrolling interest | 118,409 | 237,590 |
Stockholders' equity (deficit) | 19,769,069 | (13,231) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 42,595,360 | $ 15,258,135 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 2,000,000,000 |
Common stock, shares issued | 358,067,481 | 333,910,484 |
Common stock, shares outstanding | 358,067,481 | 333,910,484 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, net: | ||
Interest income other | $ 6,413,284 | $ 4,356,617 |
Sale of arts and collectibles products | 3,645,265 | 0 |
Total Revenue | 10,058,549 | 4,356,617 |
Cost of revenue: | ||
Interest expense | (733,937) | (839,709) |
Arts and collectibles technology expense | (1,020,704) | 0 |
Total Cost of Revenue | (1,754,641) | (839,709) |
Gross profit | 8,303,908 | 3,516,908 |
Operating expenses: | ||
Sales and marketing | (1,680,536) | (122,701) |
Corporate development | (5,418,075) | 0 |
Technology and development | (9,222,103) | 0 |
General and administrative | (16,077,156) | (3,099,322) |
Total operating expenses | 32,397,870 | 3,222,023 |
(LOSS) INCOME FROM OPERATION | (24,093,962) | 294,885 |
Other income (expense): | ||
Interest income | 133 | 0 |
Gain from forgiveness of related party debts | 0 | 52,142 |
Gain from the sale of digital assets | 29,766 | 0 |
Impairment loss on digital assets | (39,916) | 0 |
Imputed interest expense | (620,508) | 0 |
Recovery from bad debts | 4,166 | 31,955 |
Sundry income | 5,179 | 82,691 |
Total other (expense) income, net | (621,180) | 166,788 |
(LOSS) INCOME BEFORE INCOME TAXES | (24,715,142) | 461,673 |
Income tax (expense) benefit | (434,257) | 6,052 |
NET (LOSS) INCOME | (25,149,399) | 467,725 |
Net (loss) income attributable to noncontrolling interest | (119,813) | 222,029 |
Net (loss) income attributable to common shareholders | (25,029,586) | 245,696 |
Other comprehensive loss: | ||
- Foreign currency adjustment loss | (2,214) | (1,859) |
COMPREHENSIVE (LOSS) INCOME | $ (25,031,800) | $ 243,837 |
Net (loss) income per share - Basic and Diluted | $ (0.07) | $ 0 |
Weighted average common shares outstanding- Basic and Diluted | 340,448,988 | 333,910,484 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (25,149,399) | $ 467,725 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Depreciation of property and equipment | 29,401 | 12,756 |
Amortization of intangible assets | 829,575 | 0 |
Imputed interest expense | 620,508 | 0 |
Recovery from bad debts | 0 | (31,955) |
Gain from forgiveness of related party debts | 0 | (52,142) |
Digital assets received as revenue | (3,277,589) | 0 |
Digital assets paid for expense | 3,231,988 | 0 |
Impairment loss on digital assets | 39,916 | 0 |
Loss on the sale of digital assets | 29,766 | 0 |
Stock-based compensation | 25,290,203 | 0 |
Loss on write-off property and equipment | 166,302 | 0 |
Cost of inventories (non-cash) | 476,903 | 0 |
Change in operating assets and liabilities: | ||
Loan receivables | (6,910,730) | (3,329,068) |
Loan interest receivables | 118,903 | (498,959) |
Inventories | (894,091) | 0 |
Prepayments and other receivables | (175,765) | (743,857) |
Accounts payables | 240,156 | 0 |
Accrued liabilities and other payables | 66,385 | 239,052 |
Right-of-use assets and operating lease liabilities | 11,715 | 0 |
Income tax payable (receivable) | 434,257 | (12,310) |
Net cash used in operating activities | (4,881,128) | (3,948,758) |
Cash flows from investing activities: | ||
Payment to acquire property and equipment | (5,281) | (229,061) |
Purchase of intangible assets | (2,039,270) | 0 |
Net cash used in investing activities | (2,044,551) | (229,061) |
Cash flows from financing activities: | ||
(Repayment to) proceeds from loan payable | (4,256,722) | 1,447,024 |
Advances from related parties | 11,444,456 | 3,063,087 |
Net cash generated from financing activities | 7,187,734 | 4,510,111 |
Foreign currency translation adjustment | 95,692 | (4,055) |
Net change in cash and cash equivalents | 357,747 | 328,237 |
BEGINNING OF YEAR | 773,381 | 445,144 |
END OF YEAR | 1,131,128 | 773,381 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 498,433 |
Cash paid for interest | 733,937 | 839,709 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued for the acquisition of intangible assets | $ 17,344,690 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Common stock to be issued | Additional Paid-In Capital | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Balance, shares at Jan. 01, 2020 | 333,910,484 | ||||||
Balance, amount at Jan. 01, 2020 | $ (479,096) | $ 333,911 | $ 800,000 | $ 0 | $ (3,515) | $ (1,625,053) | $ 15,561 |
Foreign currency translation adjustment | (1,859) | 0 | 0 | (1,859) | 0 | ||
Net loss for the year | 467,724 | $ 0 | 0 | 245,695 | 222,029 | ||
Balance, shares at Dec. 31, 2020 | 333,910,484 | ||||||
Balance, amount at Dec. 31, 2020 | (13,231) | $ 333,911 | 800,000 | 0 | (5,374) | (1,379,358) | 237,590 |
Balance, shares at Jan. 01, 2021 | 333,910,484 | ||||||
Balance, amount at Jan. 01, 2021 | (13,231) | $ 333,911 | 800,000 | 0 | (5,374) | (1,379,358) | 237,590 |
Foreign currency translation adjustment | (1,582) | 0 | 0 | 0 | (2,214) | 0 | 632 |
Net loss for the year | (25,149,399) | $ 0 | 0 | 0 | 0 | (25,029,586) | (119,813) |
Shares issued for acquisition of legal acquirer, shares | 21,536,933 | ||||||
Shares issued for acquisition of legal acquirer, amount | (5,997) | $ 21,536 | 0 | 395,516 | (1,436) | (421,613) | 0 |
Recapitalization of legal acquirer | 0 | $ 0 | 0 | (395,516) | 1,436 | 394,080 | 0 |
Shares issued for inventories purchased from related party, shares | 269,835 | ||||||
Shares issued for inventories purchased from related party, amount | 1,685,850 | $ 270 | 0 | 1,685,580 | 0 | 0 | 0 |
Shares issued for service rendered | 25,290,203 | $ 0 | 6,321 | 25,283,882 | 0 | 0 | 0 |
Shares issued for purchase of intangible assets, shares | 2,350,229 | ||||||
Shares issued for purchase of intangible assets, amount | 17,344,690 | $ 2,350 | 0 | 17,342,340 | 0 | 0 | 0 |
Imputed interest on related party loans | 618,535 | $ 0 | 0 | 618,535 | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2021 | 358,067,481 | ||||||
Balance, amount at Dec. 31, 2021 | $ 19,769,069 | $ 358,067 | $ 806,321 | $ 44,930,337 | $ (7,588) | $ (26,436,477) | $ 118,409 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
NOTE 1- ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND Cosmos Group Holdings Inc. (the “Company” or “COSG”) was incorporated in the state of Nevada on August 14, 1987. On June 17, 2021, the Company entered into a Share Exchange Agreement with the shareholders of Massive Treasure Limited (“MTL”). Pursuant to the Share Exchange Agreement, the Company agreed to issue 1,078,269,470 in exchange for 100% of MTL. MTL is a party to numerous agreements to acquire 12 additional business entities. As such, the Company further agreed to issue an additional 55,641,014 shares of common stock to complete the acquisition of 12 business entities concurrently. Chan Man Chung is a common director of MTL and the Company. This acquisition was consummated on September 17, 2021. This transaction is considered as related party transaction, whereas Chan Man Chung is a director and shareholder of the Company and also controls MTL and its subsidiaries. Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company. Upon the Share Exchange between the Company and MTL on June 17, 2021, is considered as a merger of entities under common control that Chan Man Chung is the common director of both the Company and MTL. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required the retrospective combination of the Company and MTL for all years presented, hence the accompanying consolidated financial statements for the years ended December 31, 2021 and 2020 have been restated accordingly. The Company currently offers financial and money lending services in Hong Kong and operates online platform for the sale and distribution of arts and collectibles around the world, with the use of blockchain technologies and minting token. Description of subsidiar ies Company name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/ paid up share capital Effective interest held Massive Treasure Limited BVI, limited liability company Investment holding 50,000 ordinary shares with a par value of US$1 each 100% Coinllectibles (HK) Limited Hong Kong, limited liability company Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100% Coinllectibles Wealth Limited Hong Kong, limited liability company Corporate management in Hong Kong 1 ordinary share for HK$1 100% 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% Coinllectibles Limited BVI, limited liability company Procurement of art and collectibles in Singapore 1,000 ordinary shares with a par value of US$1 each 100% Healthy Finance Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% 8M Limited (Note 1) Hong Kong, limited liability company Money lending service in Hong Kong 10 ordinary shares for HK$10 100% Dragon Group Mortgage Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% E-on Finance Limited (Note 1) Hong Kong, limited liability company Money lending service in Hong Kong 2 ordinary shares for HK$2 100% Lee Kee Finance Limited (Note 2) 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 (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% Long Journey Finance Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 100 ordinary shares for HK$100 51% Vaav Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% Star Credit Limited (Note 2) 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% Note 1: In May 2021, Massive Treasure entered into a Share Swap Letter Agreement (the “100% Share Swap Letter”) with the shareholders of each of E-on Finance Limited (“E-on”) and 8M Limited ("8M") to acquire 100% of each of E-on and 8M for 20,110,604 and 10,055,302 shares of common stock of COSG respectively based upon the closing price of the common stock of COSG as of the date of signing of the 100% Share Swap Letter and determined in accordance with the terms of the 100% Share Swap Letter on the date. The acquisition of E-on and 8M consummated in May 2021. Thereon, COSG issued 10,256,409 shares and 5,128,204 shares to the shareholders of E-on and 8M respectively. COSG is obligated to issue 9,854,195 and 4,927,098 shares on the first anniversary of the closing of the acquisition to the former shareholders of E-on and 8M respectively, subject to certain clawback provisions. E-on and 8M are obligated to meet certain financial milestones in each of the two year anniversaries following the closing. Failure to meet such milestones will result in a clawback of the shares issued to the former shareholders. On the second anniversary of the closing, if E-on or 8M exceeds the aggregate financial milestone set for the two years, the former shareholders thereof shall be entitled to additional shares of COSG as determined in accordance with the 100% Share Swap Letter. Note 2: In May and June 2021, Massive Treasure entered into a Share Swap Letter Agreement (the “51% Share Swap Letter”) with the shareholders of each of the entities to acquire 51% of the issued and outstanding securities of the entities for an aggregate amount of 23,589,736 shares of COSG’s common stock as set forth below (the “First Tranche Shares”), based upon the closing price of the common stock of COSG as of the date of signing the 51% Share Swap Letter and determined in accordance with the terms of the 51% Share Swap Letter. The acquisition of the entities consummated in May and June 2021. Thereon, COSG issued the First Tranche Shares. On the first anniversary of the closing, COSG is obligated to issue a second tranche of shares of its common stock, based upon the closing price of its shares as of the fifth business day prior to such first anniversary as determined in accordance with the terms of the 51% Share Swap Letter (the “Second Tranche Shares”). Upon the issuance of the Second Tranche Shares, each of the entities will deliver the remaining 49% of the issued and outstanding securities to COSG to become wholly owned subsidiaries of COSG. Each of the entities are obligated to meet certain financial milestones in each of the two year anniversaries following the closing. Failure to meet such milestones will result in a clawback of the shares issued to the former shareholders. On the second anniversary of the closing, if any entity exceeds the aggregate financial milestone set for the two years, the former shareholders thereof shall be entitled to additional shares of COSG as determined in accordance with the 51% Share Swap Letter. The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. · Basis of presentation These accompanying 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 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 years reported. Actual results may differ from these estimates. · Basis of consolidation The 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 December 31, 2021. · Digital assets The Company’s digital assets mainly represent the cryptocurrencies held in its e-wallet. The Company accounts for its digital assets in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 350, “ General Intangibles Other Than Goodwill The Company’s cryptocurrencies are deemed to have an indefinite useful life; therefore amounts are not amortized, but rather are assessed for impairment. · 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. · Intangible assets 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 years ended December 31, 2021 and 2020, 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 Commencing from October 1, 2021, the Company launched 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 collectibles which are 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 is comprised 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. 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 years ended December 31, 2021 and 2020. · 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:- December 31, 2021 December 31, 2020 Year-end HKD:US$ exchange rate 0.1283 0.1290 Annualized average HKD:US$ exchange rate 0.1287 0.1289 December 31, 2021 December 31, 2020 Year-end SGD:US$ exchange rate 0.7411 N/A Annualized average SGD:US$ exchange rate 0.7443 N/A · 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 its 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 December 31, 2021, 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. · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. · 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 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. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In January 2020, the Company adopted ASU No. 2017-04, “ Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) 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 | 12 Months Ended |
Dec. 31, 2021 | |
GOING CONCERN UNCERTAINTIES | |
NOTE 3- GOING CONCERN UNCERTAINTIES | NOTE 3 - GOING CONCERN UNCERTAINTIES The accompanying 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 $26,436,477 at December 31, 2021. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business. 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 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. The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. The COVID-19 pandemic has significantly impacted health and economic conditions throughout the Asian region. National, regional and local governments took a variety of actions to contain the spread of COVID-19, including office and store closures, quarantining suspected COVID-19 patients, and capacity limitations. These developments have significantly impacted the results of operations, financial condition and cash flows of the Company included in this reporting. The impact included the difficulties of working remotely from home including slow Internet connection, the inability of our accounting and financial officers to collaborate as effectively as they would otherwise have in an office environment and issues arising from mandatory state quarantines. While it is not possible at this time to estimate with sufficient certainty the impact that COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by federal, state, local and foreign governments could disrupt the operation of the Company’s business. The COVID-19 outbreak and mitigation measures have also had and may continue to have an adverse impact on global and domestic economic conditions, which could have an adverse effect on the Company’s business and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all, and the increase of non-performing loans. In addition, the Company has taken temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company’s business. These measures are continuing. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and unpredicted, including new changes and variants that may emerge concerning the severity of the virus and the actions to contain its impact. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2021 | |
GOING CONCERN UNCERTAINTIES | |
NOTE 4 -REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS The following is a disaggregation of the Company’s revenue by major source for the respective years:- Years ended December 31, 2021 2020 Interest income $ 6,413,284 $ - ACT income: - Sale of arts and collectibles products 2,049,956 - Transaction fee income and others 1,595,309 - 3,645,265 $ 10,058,549 $ - |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
GOING CONCERN UNCERTAINTIES | |
NOTE 5 -BUSINESS SEGMENT INFORMATION | NOTE 5 – 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 and minting tokens. 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. Year Ended December 31, 2021 Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 6,413,284 $ - $ 6,413,284 Arts and collectibles technology income - 3,645,265 3,645,265 Total revenue, net 6,413,284 3,645,265 10,058,549 Cost of revenue: Interest expense (733,937 ) - (733,937 ) Arts and collectibles technology expense - (1,020,704 ) (1,020,704 ) Total cost of revenue (733,937 ) (1,020,704 ) (1,754,641 ) Gross profit 5,679,347 2,624,561 8,303,908 Operating Expenses Sales and marketing (49,480 ) (1,631,056 ) (1,680,536 ) Corporate development - (5,418,075 ) (5,418,075 ) Technology and development - (9,222,103 ) (9,222,103 ) General and administrative (9,205,084 ) (6,872,072 ) (16,077,156 ) Total operating expenses (9,254,564 ) (23,143,306 ) (32,397,870 ) Income (loss) from operations (3,575,217 ) (20,518,745 ) (24,093,962 ) Other income (loss): Interest income 133 - 133 Impairment loss on digital assets - (39,916 ) (39,916 ) Gain from the sale of digital assets - 29,766 29,766 Imputed interest expense (620,508 ) - (620,508 ) Recovery from bad debt 4,166 - 4,166 Sundry income 5,179 - 5,179 Total other loss, net (611,030 ) (10,150 ) (621,180 ) Segment loss $ (4,186,247 ) $ (20,528,895 ) $ (24,715,142 ) Year Ended December 31, 2020 Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 4,356,617 $ - $ 4,356,617 Arts and collectibles technology income - - - Total revenue, net 4,356,617 - 4,356,617 Cost of revenue: Interest expense (839,709 ) - (839,709 ) Arts and collectibles technology expense - - - Total cost of revenue (839,709 ) - (839,709 ) Gross profit 3,516,908 - 3,516,908 Operating Expenses Sales and marketing (122,701 ) - (122,701 ) General and administrative (3,099,322 ) - (3,099,322 ) Total operating expenses (3,222,023 ) - (3,222,023 ) Income from operations 294,885 - 294,885 Other income: Recovery from bad debt 31,955 31,955 Gain from forgiveness of related party debts 54,142 - 54,142 Sundry income 80,691 - 80,691 Total other income, net 166,788 - 166,788 Segment income $ 461,673 $ - $ 461,673 As of December 31, 2021 Lending Segment ACT Segment Total Addition in intangible assets $ 39,270 $ 19,344,690 $ 19,383,960 Identifiable assets $ 5,281 $ - $ 5,281 As of December 31, 2020 Lending Segment ACT Segment Total Capital expenditure $ - $ - $ - Identifiable assets $ - $ - $ - 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: Years ended December 31, 2021 2020 Hong Kong $ 6,413,284 $ 4,356,617 Around the world 3,645,265 - $ 10,058,549 $ 4,356,617 |
LOAN RECEIVABLES
LOAN RECEIVABLES | 12 Months Ended |
Dec. 31, 2021 | |
LOAN RECEIVABLES | |
NOTE 6 -LOAN RECEIVABLES | NOTE 6 - LOAN RECEIVABLES The Company’s loan portfolio was as follows:- As of December 31, 2021 2020 Personal loans $ 17,352,856 $ 11,083,189 Commercial loans 1,186,339 515,963 Mortgage loans 1,294,601 688,178 Total loans 19,833,796 12,287,330 Less: Allowance for loan losses (781,202 ) (53,506 ) Loans receivables, net $ 19,052,594 12,233,824 Reclassifying as: Current portion $ 19,052,594 $ 11,943,595 Non-current portion - 290,229 Total loans receivables $ 19,052,594 $ 12,233,824 The interest rates on loans issued were ranged from 13% to 59% (2020: from 13% to 59%) per annum for the year ended December 31, 2021. 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). |
DIGITAL ASSETS
DIGITAL ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
LOAN RECEIVABLES | |
NOTE 7 -DIGITAL ASSETS | NOTE 7 – DIGITAL ASSETS During the years ended December 31, 2021 and 2020, the changes in carrying value of digital assets are summarized as follows: 2021 2020 Balance at January 1 $ - $ - Received as revenue 3,266,085 - Paid as expense (3,203,528 ) - Purchased cryptocurrencies 12,810 - Impairment loss (39,916 ) - Balance at December 31 $ 35,451 $ - The following is the breakdown of cyptocurrencies held as digital assets:- As of December 31, 2021 2020 USDT $ 25,576 $ - OKT 34 - ETH 5,658 - BNB 1,612 - COTK 2,571 - $ 35,451 $ - As of December 31, 2021 and 2020, the fair value of the digital assets held by the Company was $35,451 and $0, respectively. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
NOTE 8 -PROPERTY AND EQUIPMENT | NOTE 8 – PROPERTY AND EQUIPMENT A summary of property and equipment at December 31, 2021 and 2020 is as follows: As of December 31, 2021 2020 Computer equipment $ 109,729 $ 269,785 Less: accumulated depreciation (50,459 ) (23,210 ) $ 59,270 $ 246,575 Depreciation expense for the years ended December 31, 2021 and 2020 totaled $29,401 and $12,756, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
NOTE 9 - INTANGIBLE ASSETS | NOTE 9 - INTANGIBLE ASSETS A summary of intangible assets at December 31, 2021 and 2020 is as follows: As of December 31, Estimated useful life 2021 2020 At cost: Acquired technology software 5 years $ 17,344,690 $ - Licensed technology knowhow 4 years 2,000,000 - Trademarks and trade name 10 years 39,270 - Less: accumulated amortization (829,575 ) - Foreign translation adjustment 4 - $ 18,554,389 $ - On July 1, 2021, the Company entered into Technical Knowhow License and Servicing Agreement (the “Agreement”) with Marvel Digital Group Limited, a related company which is controlled by a Company’s director, at the consideration of $2 million, payable by digital assets at the equivalent value. Under the Agreement, the Company is licensed to use the technology know-how of auto texture model scanning system, auto laser 3D model scanning system, Zbrush Plugin and Scan3Dmotion Software for a term of 4 years. On October 15, 2021, the Company’s subsidiary, Massive Treasure Limited (“MTL”) entered into a Share Exchange Agreement (the “Agreement”) with NFT Limited (“NFTL”), to acquire 51% of NFTL in exchange for 2,350,229 shares of the Company’s common stock. NFTL substantially owned the intangible assets of an internally developed messaging and cryptocurrency-based mobile application that carried the “Talk+” brand name and included Talk+ e-commerce website, iOS and Android Apps, and backend end infrastructure, as well as 2-years’ software operating and maintenance service. Under the Agreement, the Company is allowed to the use of “Talk+” application software to enhance its operation in ACT business. The Company accounted for this acquisition as an asset acquisition under ASC Topic 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. As of December 31, 2021, the estimated amortization expense for intangible assets for each of the succeeding five years and thereafter is as follows Year ending December 31: Amount 2022 $ 3,973,206 2023 3,973,206 2024 3,973,206 2025 3,723,206 2026 2,895,049 Thereafter 16,516 $ 18,554,389 Amortization of intangible assets for the years ended December 31, 2021 and 2020 totaled $829,575 and $0, respectively. |
LOAN PAYABLES
LOAN PAYABLES | 12 Months Ended |
Dec. 31, 2021 | |
LOAN PAYABLES | |
NOTE 10 -LOAN PAYABLES | NOTE 10 - 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 $489,836 and $4,811,843 as of December 31, 2021 and December 31, 2020, respectively. Interest related to the loan payables was $733,937 and $839,709 for the years ended December 31, 2021 and 2020, respectively. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
AMOUNTS DUE TO RELATED PARTIES | |
NOTE 11 -AMOUNTS DUE TO RELATED PARTIES | NOTE 11 - 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 parties balance were $20,954,836 and $9,648,400 as of December 31, 2021 and December 31, 2020, respectively. During the year ended December 31, 2021, the Company recorded and imputed additional non-cash interest of $620,508 at the market rate of 5% per annum on these interest-free related party loans, under ASC 835-30 " Imputation of Interest". |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
NOTE 12 -LEASES | NOTE 12 - L EASES 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 2, 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 one year. 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 December 31, 2021, right-of-use assets were $298,317 and lease liabilities were $310,032. For the years ended December 31, 2021 and 2020, the Company charged to operations lease as expenses of $121,215 and $20,578, respectively. The maturity of the Company’s lease obligations is presented below: Year ending December 31, Future lease payments 2022 $ 241,509 2023 71,595 2024 8,416 Total 321,520 Less: interest (11,488 ) $ 310,032 Present value of lease liabilities – current liabilities $ 231,816 Present value of lease liabilities – non-current liabilities 78,216 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS EQUITY | |
NOTE 13 -STOCKHOLDERS' EQUITY | NOTE 13 - STOCKHOLDERS’ DEFICIT Authorized stock The Company’s authorized share is 500,000,000 common shares with a par value of $0.001. Common stock outstanding On June 17, 2021, the Company entered into a Share Exchange Agreement with the shareholders of Massive Treasure Limited (“MTL”). Pursuant to the Share Exchange Agreement, the Company agreed to issue 1,078,269,470 in exchange for 100% of MTL. MTL is a party to numerous agreements to acquire 12 additional business entities. As such, the Company further agreed to issue an additional 55,641,014 shares of its common stock to complete the acquisition of 12 business entities concurrently. This acquisition was consummated on September 17, 2021, MTL became a 100% owned subsidiary of the Company, with 800,000,000 shares of common stock pending to be issued to Lee Ying Chiu Herbert, the director of the Company. On July 23, 2021, the Company issued 4,780 shares of its common stock to compensate to authentication and valuation service to 57 sets of art collectible for a service fee of $19,120, at the price of $4 per share and $8,558 settled in cash, total service fee amounting to $27,678. On July 23, 2021, the Company issued 180,855 shares of its common stock to the director, Lee Ying Chiu Herbert for the acquisition of fifty-five (55) sets of art collectibles for a consideration of $1,334,710, at the price of $4 per share. On October 15, 2021, the Company’s subsidiary, MTL entered into a Share Exchange Agreement (the “Agreement”) with NFT Limited (“NFTL”), to acquire 51% of NFTL in exchange for 2,350,229 shares of its common stock. NFTL substantially owned the intangible assets of an internally developed messaging and cryptocurrency-based mobile application that carried the “Talk+” brand name and included Talk+ e-commerce platform, iOS and Android Apps and backend end infrastructure, as well as 2-years’ software operating and maintenance service. Under the Agreement, the Company is allowed to the use and implementation of “Talk+” application software to enhance its operation in ACT business. On October 25, 2021, the Company’s subsidiary, Coinllectibles Private Limited (“Coinllectibles”) and the Company entered into two Sale and Purchase Agreements (the “Agreements”) with two artists, pursuant to which Coinllectibles agreed to purchase collectible art items for £260,000 and US$100,000, payable through the issuance of 43,633 and 12,500 Shares respectively, at a per share price of $4.00, and £130,000 and US$50,000 in cash payable after the respective collectible art item has been sold by Coinllectibles. The consummation of the Agreements occurs upon the issuance of the Shares to the respective artists on October 29, 2021. As of December 31, 2021 and 2020, the Company had a total of 358,067,481 shares and 333,910,484 shares of its common stock issued and outstanding, respectively. Common stock to be issued As of December 31, 2021, the Company had 235,294 shares of common stock to be issued to a director, Mr. Tan, for his service to the Company for the year ended December 31, 2021. The Company recorded the stock-based compensation of $941,176 as expense, at the average price of $4.00 per share. During the year ended December 31, 2021, the Company engaged with 17 consultants to provide different types of business or professional services, in which 10 consultants rendered administrative service, 4 consultants rendered corporate development service, 2 consultants rendered sale and marketing service and 1 consultant rendered to IT development service. Pursuant to Consultancy Agreements, the Company agreed to compensate their service and with issuance of an aggregate of 6,086,062 shares of its common stock to these consultants, after their services are vested. The Company recorded the stock-based compensation of $24,344,248 as consultancy expense, at the average price of $4.00 per share. As of December 31, 2021, the Company had 806,321,356 shares of its common stock to be issued. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
NET LOSS PER SHARE | |
NOTE 14 -NET LOSS PER SHARE | NOTE 14 – NET (LOSS) INCOME PER SHARE The following table sets forth the computation of basic and diluted net (loss) income per share for the respective years: Years ended December 31, 2021 2020 Net income (loss) for the year $ (25,149,399 ) $ 467,725 Weighted average common shares: outstanding - Basic 340,488,988 333,910,484 - Diluted 340,488,988 333,910,484 Net income (loss) per share: - Basic $ (0.07 ) $ #0.00 - Diluted $ (0.07 ) $ #0.00 # For the year ended December 31, 2021, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
NOTE 15 - INCOME TAXES | NOTE 15 - INCOME TAX For the years ended December 31, 2021 and 2020, the local (“United States of America”) and foreign components of income (loss) before income taxes were comprised of the following: Years ended December 31, 2021 2020 Tax jurisdiction from: - Local $ (328,355 ) $ - - Foreign, including British Virgin Islands (6,939,313 ) - Singapore (18,552,215 ) - Hong Kong 1,104,741 461,673 Income (loss) before income taxes $ (24,715,142 ) $ 461,673 The provision for income taxes consisted of the following: Years ended December 31, 2021 2020 Current tax: $ - $ - - Local - - - Foreign 434,257 - Deferred tax - Local - - - Foreign - (6,052 ) Income tax expense (benefit) $ 434,257 $ (6,052 ) The effective tax rate in the years 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 Delaware 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 years ended December 31, 2021 and 2020, 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 subsidiary is registered in Republic of Singapore and is 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. For the year ended December 31, 2021, the operation in the Singapore incurred $18,552,215 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforward has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $3,153,877 on the expected future tax benefits from the net operating loss (“NOL”) carryforward as the management believes it is more likely than not that these assets will not be realized in the future. Years ended December 31, 2021 2020 Loss before income taxes $ (18,552,215 ) $ - Statutory income tax rate 17 % - Income tax expense at statutory rate (3,153,877 ) - Net operating loss 3,153,877 - Income tax expense $ - $ - Hong Kong The Company’s 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 years ended December 31, 2021 and 2020 is as follows: Years ended December 31, 2021 2020 Income before income taxes $ 1,104,741 $ 461,836 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate 182,282 76,203 Tax effect of non-deductible items 270,371 - Tax effect of non-taxable items (38,582 ) (82,255 ) Net operating loss 20,186 - Income tax expense (benefit) $ 434,257 $ (6,052 ) The following table sets forth the significant components of the deferred tax assets of the Company: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward, from US tax regime $ 68,955 $ - Singapore tax regime 3,153,877 - Hong Kong tax regime 20,186 190,595 Less: valuation allowance (3,243,018 ) (190,595 ) Deferred tax assets, net $ - $ - |
PENSION COSTS
PENSION COSTS | 12 Months Ended |
Dec. 31, 2021 | |
PENSION COSTS | |
NOTE 16 -PENSION COSTS | NOTE 16 - PENSION COSTS The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2021 and 2020, $29,760 and $35,973 contributions were made accordingly. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 17 - RELATED PARTY TRANSACTIONS | NOTE 17 - RELATED PARTY TRANSACTIONS During the year ended December 31, 2021, the Company purchased 55 sets of art collectibles from its director, Dr. Lee, for a consideration of $1,334,710 payable by 180,855 shares of its common stock. During the year ended December 31, 2021, the Company was licensed with a company controlled by its director, Dr. Lee, to use Technical Knowhow Service at the fixed license fee of $2,000,000, payable by digital assets, in a term of 4 years. During the year ended December 31, 2021, the Company paid the technical service fee of $1,200,000 and management service fee of $1,800,000, to a company controlled by its director, Dr. Lee. As of December 31, 2021, the Company had 235,294 shares of common stock to be issued to a director, Mr. Tan, for his service to the Company’s subsidiary for the year ended December 31, 2021. The Company recorded the stock-based compensation of $941,176 as expense, at the average price of $4.00 per share. There was no related party transaction for the year ended December 31, 2020. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2021 | |
CONCENTRATIONS OF RISK | |
NOTE 18 -CONCENTRATIONS OF RISK | NOTE 18 - CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended December 31, 2021 and 2020, there was no single customer whose revenue exceeded 10% of the revenue. (b) Economic and political risk The Company’s major operations are conducted in Singapore and Hong Kong. Accordingly, the political, economic, and legal environments in Singapore and Hong Kong, as well as the general state of Singapore and Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (d) Market price risk of crypto (“digital”) assets The Company generated certain level of its revenue from the sale and distribution of licensed media token products on its platform by the means of crypto assets by the customers, while revenue from these products have not been significant to date, most of this revenue will also fluctuate based on the price of crypto assets. Accordingly, crypto asset price risk could adversely affect its operating results. In particular, the future profitability may depend upon the market price of BNB, ETH, as well as other crypto assets. Crypto asset prices, along with the operating results, have fluctuated significantly from quarter to quarter. There is no assurance that crypto asset prices will reflect historical trends. A decline in the market price of BTC, ETH and Other crypto assets could have a material and adverse effect on our earnings, the carrying value of the crypto assets, and the future cash flows. This may also affect the liquidity and the ability to meet our ongoing obligations. As of December 31, 2021, the Company recorded an impairment charge on the crypto assets held when crypto asset prices decrease below their carrying value of these crypto assets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 19 -COMMITMENTS AND CONTINGENCIES | NOTE 19 - COMMITMENTS AND CONTINGENCIES As of December 31, 2021, the Company has no material commitments or contingencies. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 20 -SUBSEQUENT EVENTS | NOTE 20 - SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On February 10, 2022, the Company consummated the acquisition of 80% of the issued and outstanding securities of Grand Gallery Limited, a Hong Kong limited liability company engaged in the business of selling traditional art and collectible pieces, through the issuance of 153,060 shares of our common stock, at a valuation of $4.00 per share. The Company believes that this acquisition will strengthen our DOT business by expanding our access to buyers of arts and collectibles. On March 18, 2022, the Company entered into letter of intent agreement to anticipate a new sports division in the MetaMall and to partner with a former NBA basketball player as president of Coinllectibles Sports. The Company hopes to exploit its DOT technology and the metaverse to bring innovation to the sports space, bridge the intersection of the DOT technology and sports memorabilia to improve experiences for fans, athletes, teams, events and partners. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of estimates | In preparing these 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 years reported. Actual results may differ from these estimates. |
Basis of consolidation | The 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. |
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 December 31, 2021. |
Digital assets | The Company’s digital assets mainly represent the cryptocurrencies held in its e-wallet. The Company accounts for its digital assets in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 350, “ General Intangibles Other Than Goodwill The Company’s cryptocurrencies are deemed to have an indefinite useful life; therefore amounts are not amortized, but rather are assessed for impairment. |
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. |
Intangible assets, net | 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. |
Property and equipment, net | 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. |
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 years ended December 31, 2021 and 2020, 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 Commencing from October 1, 2021, the Company launched 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 collectibles which are 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 is comprised 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. 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 years ended December 31, 2021 and 2020. |
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:- December 31, 2021 December 31, 2020 Year-end HKD:US$ exchange rate 0.1283 0.1290 Annualized average HKD:US$ exchange rate 0.1287 0.1289 December 31, 2021 December 31, 2020 Year-end SGD:US$ exchange rate 0.7411 N/A Annualized average SGD:US$ exchange rate 0.7443 N/A |
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 its 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 |
Segment reporting | Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting |
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 December 31, 2021, 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. |
Retirement plan costs | Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. |
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 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. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In January 2020, the Company adopted ASU No. 2017-04, “ Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) 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) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
Schedule of description of subsidiaries | Company name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/ paid up share capital Effective interest held Massive Treasure Limited BVI, limited liability company Investment holding 50,000 ordinary shares with a par value of US$1 each 100% Coinllectibles (HK) Limited Hong Kong, limited liability company Corporate management in Hong Kong 1,000 ordinary shares for HK$1,000 100% Coinllectibles Wealth Limited Hong Kong, limited liability company Corporate management in Hong Kong 1 ordinary share for HK$1 100% 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% Coinllectibles Limited BVI, limited liability company Procurement of art and collectibles in Singapore 1,000 ordinary shares with a par value of US$1 each 100% Healthy Finance Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% 8M Limited (Note 1) Hong Kong, limited liability company Money lending service in Hong Kong 10 ordinary shares for HK$10 100% Dragon Group Mortgage Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% E-on Finance Limited (Note 1) Hong Kong, limited liability company Money lending service in Hong Kong 2 ordinary shares for HK$2 100% Lee Kee Finance Limited (Note 2) 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 (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% Long Journey Finance Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 100 ordinary shares for HK$100 51% Vaav Limited (Note 2) Hong Kong, limited liability company Money lending service in Hong Kong 10,000 ordinary shares for HK$10,000 51% Star Credit Limited (Note 2) 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$1 each 100% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Property and equipment useful life | Expected useful life Computer and office equipment 5 years |
Schedule of translation | December 31, 2021 December 31, 2020 Year-end HKD:US$ exchange rate 0.1283 0.1290 Annualized average HKD:US$ exchange rate 0.1287 0.1289 December 31, 2021 December 31, 2020 Year-end SGD:US$ exchange rate 0.7411 N/A Annualized average SGD:US$ exchange rate 0.7443 N/A |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Disaggregation of the revenue | Years ended December 31, 2021 2020 Interest income $ 6,413,284 $ - ACT income: - Sale of arts and collectibles products 2,049,956 - Transaction fee income and others 1,595,309 - 3,645,265 $ 10,058,549 $ - |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reconciliation of disaggregated revenue | Year Ended December 31, 2021 Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 6,413,284 $ - $ 6,413,284 Arts and collectibles technology income - 3,645,265 3,645,265 Total revenue, net 6,413,284 3,645,265 10,058,549 Cost of revenue: Interest expense (733,937 ) - (733,937 ) Arts and collectibles technology expense - (1,020,704 ) (1,020,704 ) Total cost of revenue (733,937 ) (1,020,704 ) (1,754,641 ) Gross profit 5,679,347 2,624,561 8,303,908 Operating Expenses Sales and marketing (49,480 ) (1,631,056 ) (1,680,536 ) Corporate development - (5,418,075 ) (5,418,075 ) Technology and development - (9,222,103 ) (9,222,103 ) General and administrative (9,205,084 ) (6,872,072 ) (16,077,156 ) Total operating expenses (9,254,564 ) (23,143,306 ) (32,397,870 ) Income (loss) from operations (3,575,217 ) (20,518,745 ) (24,093,962 ) Other income (loss): Interest income 133 - 133 Impairment loss on digital assets - (39,916 ) (39,916 ) Gain from the sale of digital assets - 29,766 29,766 Imputed interest expense (620,508 ) - (620,508 ) Recovery from bad debt 4,166 - 4,166 Sundry income 5,179 - 5,179 Total other loss, net (611,030 ) (10,150 ) (621,180 ) Segment loss $ (4,186,247 ) $ (20,528,895 ) $ (24,715,142 ) Year Ended December 31, 2020 Lending Segment ACT Segment Total Revenue from external customers: Interest income $ 4,356,617 $ - $ 4,356,617 Arts and collectibles technology income - - - Total revenue, net 4,356,617 - 4,356,617 Cost of revenue: Interest expense (839,709 ) - (839,709 ) Arts and collectibles technology expense - - - Total cost of revenue (839,709 ) - (839,709 ) Gross profit 3,516,908 - 3,516,908 Operating Expenses Sales and marketing (122,701 ) - (122,701 ) General and administrative (3,099,322 ) - (3,099,322 ) Total operating expenses (3,222,023 ) - (3,222,023 ) Income from operations 294,885 - 294,885 Other income: Recovery from bad debt 31,955 31,955 Gain from forgiveness of related party debts 54,142 - 54,142 Sundry income 80,691 - 80,691 Total other income, net 166,788 - 166,788 Segment income $ 461,673 $ - $ 461,673 As of December 31, 2021 Lending Segment ACT Segment Total Addition in intangible assets $ 39,270 $ 19,344,690 $ 19,383,960 Identifiable assets $ 5,281 $ - $ 5,281 As of December 31, 2020 Lending Segment ACT Segment Total Capital expenditure $ - $ - $ - Identifiable assets $ - $ - $ - |
Financial information concerning the geographic segments | Years ended December 31, 2021 2020 Hong Kong $ 6,413,284 $ 4,356,617 Around the world 3,645,265 - $ 10,058,549 $ 4,356,617 |
LOAN RECEIVABLES (Tables)
LOAN RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LOAN RECEIVABLES | |
Schedule of loan portfolio | As of December 31, 2021 2020 Personal loans $ 17,352,856 $ 11,083,189 Commercial loans 1,186,339 515,963 Mortgage loans 1,294,601 688,178 Total loans 19,833,796 12,287,330 Less: Allowance for loan losses (781,202 ) (53,506 ) Loans receivables, net $ 19,052,594 12,233,824 Reclassifying as: Current portion $ 19,052,594 $ 11,943,595 Non-current portion - 290,229 Total loans receivables $ 19,052,594 $ 12,233,824 |
DIGITAL ASSETS (Tables)
DIGITAL ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LOAN RECEIVABLES | |
Schedule of Changes in carrying value of digital assets | 2021 2020 Balance at January 1 $ - $ - Received as revenue 3,266,085 - Paid as expense (3,203,528 ) - Purchased cryptocurrencies 12,810 - Impairment loss (39,916 ) - Balance at December 31 $ 35,451 $ - |
Schedule of Breakdown of cyptocurrencies | As of December 31, 2021 2020 USDT $ 25,576 $ - OKT 34 - ETH 5,658 - BNB 1,612 - COTK 2,571 - $ 35,451 $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LOAN RECEIVABLES | |
Summary of property and equipment | As of December 31, 2021 2020 Computer equipment $ 109,729 $ 269,785 Less: accumulated depreciation (50,459 ) (23,210 ) $ 59,270 $ 246,575 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LOAN RECEIVABLES | |
Summary of intangible assets | As of December 31, Estimated useful life 2021 2020 At cost: Acquired technology software 5 years $ 17,344,690 $ - Licensed technology knowhow 4 years 2,000,000 - Trademarks and trade name 10 years 39,270 - Less: accumulated amortization (829,575 ) - Foreign translation adjustment 4 - $ 18,554,389 $ - |
Amortization expense for intangible assets | Year ending December 31: Amount 2022 $ 3,973,206 2023 3,973,206 2024 3,973,206 2025 3,723,206 2026 2,895,049 Thereafter 16,516 $ 18,554,389 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
Schedule of future lease obligations | Year ending December 31, Future lease payments 2022 $ 241,509 2023 71,595 2024 8,416 Total 321,520 Less: interest (11,488 ) $ 310,032 Present value of lease liabilities – current liabilities $ 231,816 Present value of lease liabilities – non-current liabilities 78,216 |
NET (LOSS) INCOME PER SHARE (Ta
NET (LOSS) INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
Schedule Of Earnings Per Share Basic And Diluted | Years ended December 31, 2021 2020 Net income (loss) for the year $ (25,149,399 ) $ 467,725 Weighted average common shares: outstanding - Basic 340,488,988 333,910,484 - Diluted 340,488,988 333,910,484 Net income (loss) per share: - Basic $ (0.07 ) $ #0.00 - Diluted $ (0.07 ) $ #0.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Local and foreign components of income (loss) before income taxes | Years ended December 31, 2021 2020 Tax jurisdiction from: - Local $ (328,355 ) $ - - Foreign, including British Virgin Islands (6,939,313 ) - Singapore (18,552,215 ) - Hong Kong 1,104,741 461,673 Income (loss) before income taxes $ (24,715,142 ) $ 461,673 |
Schedule of Provision for income taxes | Years ended December 31, 2021 2020 Current tax: $ - $ - - Local - - - Foreign 434,257 - Deferred tax - Local - - - Foreign - (6,052 ) Income tax expense (benefit) $ 434,257 $ (6,052 ) |
Schedule of reconciliation of income tax rate to the effective income tax rate | Years ended December 31, 2021 2020 Loss before income taxes $ (18,552,215 ) $ - Statutory income tax rate 17 % - Income tax expense at statutory rate (3,153,877 ) - Net operating loss 3,153,877 - Income tax expense $ - $ - Years ended December 31, 2021 2020 Income before income taxes $ 1,104,741 $ 461,836 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate 182,282 76,203 Tax effect of non-deductible items 270,371 - Tax effect of non-taxable items (38,582 ) (82,255 ) Net operating loss 20,186 - Income tax expense (benefit) $ 434,257 $ (6,052 ) |
Components of the deferred tax assets and liabilities | As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward, from US tax regime $ 68,955 $ - Singapore tax regime 3,153,877 - Hong Kong tax regime 20,186 190,595 Less: valuation allowance (3,243,018 ) (190,595 ) Deferred tax assets, net $ - $ - |
ORGANIZATION AND BUSINESS BAC_3
ORGANIZATION AND BUSINESS BACKGROUND (Details) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 17, 2021 | |
Coinllectibles Pte Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 1,000 ordinary shares for S$1,000 | |
Principal activities and place of operation | Corporate management and IT development in Singapore | |
Place of incorporation and kind of legal entity | Singapore, limited liability company | |
Coinllectibles Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 1,000 ordinary shares with a par value of US$1 each | |
Principal activities and place of operation | Procurement of art and collectibles in Singapore | |
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Coinllectibles (HK) Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 1,000 ordinary shares for HK$1,000 | |
Principal activities and place of operation | Corporate management in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Coinllectibles Wealth Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 1 ordinary share for HK$1 | |
Principal activities and place of operation | Corporate management in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Coinllectibles DeFi Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Principal activities and place of operation | Financing service management in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
8M Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 10 ordinary shares for HK$10 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Dragon Group Mortgage Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
E-on Finance Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 2 ordinary shares for HK$2 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Healthy Finance Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Lee Kee Finance Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 920,000 ordinary shares for HK$920,000 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Rich Finance (Hong Kong) Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Long Journey Finance Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 100 ordinary shares for HK$100 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Vaav Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares for HK$10,000 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Star Credit Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 1,000,000 ordinary shares for HK$1,000,000 | |
Principal activities and place of operation | Money lending service in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Phoenix Waters Group Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 50,000 ordinary shares with a par value of US$1 each | |
Principal activities and place of operation | Investment holding | |
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Massive Treasure Limited [Member] | ||
Ownership percentage | 100.00% | 100.00% |
Particulars of registered/ paid up share capital | 50,000 ordinary shares with a par value of US$1 each | |
Principal activities and place of operation | Investment holding | |
Place of incorporation and kind of legal entity | BVI, limited liability company | |
NFT Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 10,000 ordinary shares with a par value of US$1 each | |
Principal activities and place of operation | Procurement of intangible assets in Hong Kong | |
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Grandway Worldwide Holding Limited [Member] | ||
Ownership percentage | 51.00% | |
Particulars of registered/ paid up share capital | 50,000 ordinary shares for USD$50,000 | |
Principal activities and place of operation | Development of mobile application | |
Place of incorporation and kind of legal entity | BVI, limited liability company | |
Grand Town Development Limited [Member] | ||
Ownership percentage | 100.00% | |
Particulars of registered/ paid up share capital | 2 ordinary shares for HK$2 | |
Principal activities and place of operation | Provision treasury management | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company | |
Grand Gallery Limited [Member] | ||
Ownership percentage | 80.00% | |
Particulars of registered/ paid up share capital | 400,000 ordinary shares for HK$400,000 | |
Principal activities and place of operation | Procurement of art and collectibles in Hong Kong | |
Place of incorporation and kind of legal entity | Hong Kong, limited liability company |
ORGANIZATION AND BUSINESS BAC_4
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) | 1 Months Ended | ||
Jun. 30, 2021 | Jun. 17, 2021integershares | May 21, 2021shares | |
Description of Swap Letter Agreement | Massive Treasure entered into a Share Swap Letter Agreement (the “51% Share Swap Letter”) with the shareholders of each of the entities to acquire 51% of the issued and outstanding securities of the entities for an aggregate amount of 23,589,736 shares of COSG’s common stock as set forth below (the “First Tranche Shares”), based upon the closing price of the common stock of COSG as of the date of signing the 51% Share Swap Letter and determined in accordance with the terms of the 51% Share Swap Letter. The acquisition of the entities consummated in May and June 2021. Thereon, COSG issued the First Tranche Shares. | Massive Treasure entered into a Share Swap Letter Agreement (the “100% Share Swap Letter”) with the shareholders of each of E-on Finance Limited (“E-on”) and 8M Limited ("8M") to acquire 100% of each of E-on and 8M for 20,110,604 and 10,055,302 shares of common stock of COSG respectively based upon the closing price of the common stock of COSG as of the date of signing of the 100% Share Swap Letter and determined in accordance with the terms of the 100% Share Swap Letter on the date. The acquisition of E-on and 8M consummated in May 2021. Thereon, COSG issued 10,256,409 shares and 5,128,204 shares to the shareholders of E-on and 8M respectively. | |
Massive Treasure Limited [Member] | |||
Common stock issued for acquisition | 1,078,269,470 | ||
Business acquisition ownership percentage | 100.00% | ||
Number of entities acquired | integer | 12 | ||
Additional common stock issued business acquisition | 55,641,014 | ||
Acquisition consummated date | Sep. 17, 2021 | ||
E- on | |||
First anniversary shares issue | 9,854,195 | ||
8M [Member] | |||
First anniversary shares issue | 4,927,098 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer and Office Equipment [Member] | |
Expected useful life of property | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Dec. 31, 2021 | Dec. 31, 2020 |
Exchange rate | 0.7443 | |
Hong Kong, Dollars [Member] | ||
Exchange rate | 0.1287 | 0.1289 |
Annualized average exchange rate | 0.1283 | 0.1290 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Exchange rate | 0.7443 |
Exchange rate year ended | 0.7411 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Common Stocks | |
Loan Term minimum | 1 year |
Loan Term maximum | 120 years |
Minimum [Member] | |
Originated loans | $ 644 |
Maximum [Member] | |
Originated loans | $ 579,000 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
GOING CONCERN UNCERTAINTIES | ||
Accumulated deficit | $ (26,436,477) | $ (1,379,358) |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOING CONCERN UNCERTAINTIES | ||
Interest income | $ 6,413,284 | $ 0 |
Sale of arts and collectibles products | 2,049,956 | |
Transaction fee income and others | 1,595,309 | 0 |
Total ACT income | 3,645,265 | |
Total revenue | $ 10,058,549 | $ 0 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue, net | $ 10,058,549 | $ 4,356,617 |
Total cost of revenue | 1,754,641 | 839,709 |
Gross profit | 8,303,908 | 3,516,908 |
Sales and marketing | 1,680,536 | 122,701 |
Corporate development | 5,418,075 | 0 |
General and administrative | 16,077,156 | 3,099,322 |
Total operating expenses | 32,397,870 | 3,222,023 |
Interest income, other | 6,413,284 | 4,356,617 |
Segment loss | (25,149,399) | 467,725 |
Total [Member] | ||
Interest expense | 6,413,284 | 4,356,617 |
Sale of arts and collectibles products | 3,645,265 | 0 |
Total revenue, net | 10,058,549 | 4,356,617 |
Interest income, cost | 733,937 | 839,709 |
Sale of arts and collectibles products, cost | (1,020,704) | 0 |
Total cost of revenue | 1,754,641 | 839,709 |
Gross profit | 8,303,908 | 3,516,908 |
Sales and marketing | 1,680,536 | 122,701 |
Corporate development | 5,418,075 | |
Technology and development | (9,222,103) | |
General and administrative | 16,077,156 | 3,099,322 |
Total operating expenses | (32,397,870) | (3,222,023) |
Income (loss) from operations | (24,093,962) | 294,885 |
Interest income, other | 133 | |
Impairment loss on digital assets | (39,916) | |
Gain from the sale of digital assets | 29,766 | |
Imputed interest expense | (620,508) | |
Recovery from bad debt | 4,166 | 31,955 |
Gain from forgiveness of related party debts | 54,142 | |
Sundry income | 5,179 | 80,691 |
Total other loss, net | (621,180) | 166,788 |
Segment loss | (24,715,142) | 461,673 |
ACT Segment [Member] | ||
Interest expense | 0 | 0 |
Sale of arts and collectibles products | 3,645,265 | 0 |
Total revenue, net | 3,645,265 | 0 |
Interest income, cost | 0 | 0 |
Sale of arts and collectibles products, cost | (1,020,704) | 0 |
Total cost of revenue | 1,020,704 | 0 |
Gross profit | 2,624,561 | 0 |
Sales and marketing | 1,631,056 | 0 |
Corporate development | 5,418,075 | 0 |
Technology and development | (9,222,103) | 0 |
General and administrative | 6,872,072 | 0 |
Total operating expenses | (23,143,306) | 0 |
Income (loss) from operations | (20,518,745) | 0 |
Interest income, other | 0 | 0 |
Impairment loss on digital assets | (39,916) | 0 |
Gain from the sale of digital assets | 29,766 | 0 |
Imputed interest expense | 0 | 0 |
Recovery from bad debt | 0 | 0 |
Gain from forgiveness of related party debts | 0 | |
Sundry income | 0 | 0 |
Total other loss, net | (10,150) | 0 |
Segment loss | (20,528,895) | 0 |
Lending Segment [Member] | ||
Interest expense | 6,413,284 | 4,356,617 |
Sale of arts and collectibles products | 0 | 0 |
Total revenue, net | 6,413,284 | 4,356,617 |
Interest income, cost | 733,937 | 839,709 |
Sale of arts and collectibles products, cost | 0 | 0 |
Total cost of revenue | 733,937 | 839,709 |
Gross profit | 5,679,347 | 3,516,908 |
Sales and marketing | 49,480 | 122,701 |
Corporate development | 0 | |
Technology and development | 0 | |
General and administrative | 9,205,084 | 3,099,322 |
Total operating expenses | (9,254,564) | (3,222,023) |
Income (loss) from operations | (3,575,217) | 294,885 |
Interest income, other | 133 | |
Impairment loss on digital assets | 0 | |
Gain from the sale of digital assets | 0 | |
Imputed interest expense | (620,508) | |
Recovery from bad debt | 4,166 | 31,955 |
Gain from forgiveness of related party debts | 54,142 | |
Sundry income | 5,179 | 80,691 |
Total other loss, net | (611,030) | 166,788 |
Segment loss | $ (4,186,247) | $ 461,673 |
BUSINESS SEGMENT INFORMATION _2
BUSINESS SEGMENT INFORMATION (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total [Member] | ||
Addition in intangible assets | $ 19,383,960 | $ 0 |
Identifiable assets | 5,281 | 0 |
Capital expenditure | 0 | |
ACT Segment [Member] | ||
Addition in intangible assets | 19,344,690 | 0 |
Identifiable assets | 0 | 0 |
Capital expenditure | 0 | 0 |
Lending Segment [Member] | ||
Addition in intangible assets | 39,270 | |
Identifiable assets | $ 5,281 | 0 |
Capital expenditure | $ 0 |
BUSINESS SEGMENT INFORMATION _3
BUSINESS SEGMENT INFORMATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from Segment | $ 10,058,549 | $ 4,356,617 |
Revenues | 10,058,549 | 4,356,617 |
Around The World [Member] | ||
Revenues | 3,645,265 | 0 |
HongKong [Member] | ||
Revenues | $ 6,413,284 | $ 4,356,617 |
LOAN RECEIVABLES (Details)
LOAN RECEIVABLES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Loan receivables | $ 19,052,594 | $ 11,943,595 |
Non-current loan receivables | 0 | 290,229 |
Total Loans | 19,052,594 | 12,233,824 |
Less: Allowance for loan losses | (781,202) | (12,233,824) |
Total Loans receivables, net | 19,052,594 | 12,233,824 |
Mortgage Loans [Member] | ||
Total Loans | 1,294,601 | 688,178 |
Commercial Loans [Member] | ||
Total Loans | 1,186,339 | 515,963 |
Personal Loans [Member] | ||
Total Loans | $ 17,352,856 | $ 11,083,189 |
LOAN RECEIVABLES (Details Narra
LOAN RECEIVABLES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt instrument description | All loans are made to either business or individual customers in Hong Kong for a period of 1 week to 120 months | |
Minimum [Member] | ||
Interest rate on loans issued | 13.00% | 13.00% |
Maximum [Member] | ||
Interest rate on loans issued | 59.00% | 59.00% |
DIGITAL ASSETS (Details)
DIGITAL ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LOAN RECEIVABLES | ||
Balance at January 1, begin | $ 0 | $ 0 |
Received as revenue | 3,266,085 | 0 |
Paid as expense | (3,203,528) | 0 |
Purchased cryptocurrencies | 12,810 | 0 |
Impairment loss | (39,916) | |
Balance at December 31, end | $ 35,451 | $ 0 |
DIGITAL ASSETS (Details 1)
DIGITAL ASSETS (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Digital Aseets | $ 35,451 | $ 0 |
Service vehicle [Member] | ||
Digital Aseets | 25,576 | 0 |
OKT | ||
Digital Aseets | 34 | 0 |
ETH | ||
Digital Aseets | 5,658 | 0 |
BNB | ||
Digital Aseets | 1,612 | 0 |
COTK | ||
Digital Aseets | $ 2,571 | $ 0 |
DIGITAL ASSETS (Details Narrati
DIGITAL ASSETS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
LOAN RECEIVABLES | ||
Digital Aseets | $ 35,451 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Less: accumulated depreciation | $ (50,459) | $ (23,210) |
Property, plant and equipment, net | 59,270 | 246,575 |
Computer and Office Equipment [Member] | ||
Property plan and equipment | $ 109,729 | $ 269,785 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Depreciation | $ 29,401 | $ 12,756 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
At cost, net | $ 18,554,389 | $ 0 |
Less: accumulated amortization | (829,575) | 0 |
Foreign translation adjustment | 4 | 0 |
Acquired Technology Software [Member] | ||
At cost | $ 17,344,690 | 0 |
Estimated useful life | 5 years | |
Licensed Technology Knowhow [Member] | ||
At cost | $ 2,000,000 | 0 |
Estimated useful life | 4 years | |
Trademarks And Trade Name [Member] | ||
At cost | $ 39,270 | $ 0 |
Estimated useful life | 10 years |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
INTANGIBLE ASSETS (Details) | ||
2022 | $ 3,973,206 | |
2023 | 3,973,206 | |
2024 | 3,973,206 | |
2025 | 3,723,206 | |
2026 | 2,895,049 | |
Thereafter | 16,516 | |
Total | $ 18,554,389 | $ 0 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Oct. 15, 2021 | Jul. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Amortization of intangible assets | $ 829,575 | $ 0 | ||
Consideration for purchase of intangible assets | $ 2,039,270 | $ 0 | ||
NFTL [Member] | ||||
Ownership acquired | 51.00% | |||
Common stock issued in exchange | 2,350,229 | |||
Software operating and maintenance service term | 2 years | |||
License Technology Knowhow [Member] | ||||
Term of liscence agreement | 4 years | |||
Consideration for purchase of intangible assets | $ 2,000,000 |
LOAN PAYABLES (Details Narrativ
LOAN PAYABLES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loan payable balance | $ 489,836 | $ 4,811,843 |
Interest on loan payable, amount | $ 733,937 | $ 839,709 |
Repayment term | repayable within one year | |
Minimum [Member] | ||
Interest on loan payable | 18.00% | |
Maximum [Member] | ||
Interest on loan payable | 21.00% |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
AMOUNTS DUE TO RELATED PARTIES | ||
Amount due to related party | $ 20,954,836 | $ 9,648,400 |
Imputed interest at related party loan | $ 620,508 | |
Imputed interest rate at related party loan | 5.00% |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
LEASES | ||
2022 | $ 241,509 | |
2023 | 71,595 | |
2024 | 8,416 | |
Total | 321,520 | |
Less: interest | (11,488) | |
Operating lease liability | 310,032 | |
Present value of lease liabilities - current liability | 231,816 | $ 483,537 |
Present value of lease liabilities - non-current liabilities | $ 78,216 | $ 0 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LEASES | ||
Operating lease expense | $ 121,215 | $ 20,578 |
Operating lease term | 2 years | |
Rate to determine present value of lease payments | 5.00% | |
Right of use assets | $ 298,317 | |
Operating lease liability | $ 310,032 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) | Oct. 15, 2021shares | Jun. 17, 2021integershares | Dec. 31, 2021USD ($)integer$ / sharesshares | Oct. 25, 2021USD ($)$ / sharesshares | Jul. 23, 2021USD ($)integer$ / sharesshares | Jul. 23, 2021HKD ($)integershares | Dec. 31, 2020shares |
Common shares authorized | 500,000,000 | ||||||
Common share, par value | $ / shares | $ 0.001 | ||||||
Common stock, shares outstanding | 358,067,481 | 333,910,484 | |||||
Common stock, shares issued | 358,067,481 | 333,910,484 | |||||
Number of consultants total | integer | 17 | ||||||
Number of consultants administrative services | integer | 10 | ||||||
Number of consultants corporate development services | integer | 4 | ||||||
Number of consultants sale and marketing services | integer | 2 | ||||||
Number of consultants IT development services | integer | 1 | ||||||
Common stock issued for consultants service | 6,086,062 | ||||||
Price per share | $ / shares | $ 4 | ||||||
Stock-based compensation | $ | $ 24,344,248 | ||||||
Common shares issued | 806,321,356 | ||||||
Lee Ying Chiu [Member] | |||||||
Price per share | $ / shares | $ 4 | ||||||
Common stock issued for transacation, shares | 180,855 | 180,855 | |||||
Set of art collectibles | integer | 55 | 55 | |||||
Price of art collectibles | $ | $ 1,334,710 | ||||||
Coinllectibles Private Limited | |||||||
Price per share | $ / shares | $ 4 | ||||||
Common stock issued for transacation, shares | 43,633 | ||||||
Price of art collectibles | $ | $ 100,000 | ||||||
Cash payment after collectible | $ | $ 50,000 | ||||||
Common stock issued for transacation, shares | 12,500 | ||||||
Mr Tan [Member] | |||||||
Price per share | $ / shares | $ 4 | ||||||
Common stock to be issued | 235,294 | ||||||
Stock-based compensation | $ | $ 941,176 | ||||||
Massive Treasure Limited [Member] | |||||||
Price per share | $ / shares | $ 4 | ||||||
Cash Settlement | $ | $ 8,558 | ||||||
Common stock to be issued | 800,000,000 | ||||||
Number of businesses acquired | integer | 12 | ||||||
Additional common stock issued business acquisition | 55,641,014 | ||||||
Date of acquisition | Sep. 17, 2021 | ||||||
Stock issued on acquisitions | 1,078,269,470 | ||||||
Common stock issued for transacation, shares | 4,780 | 4,780 | |||||
Set of art collectibles | integer | 57 | 57 | |||||
Price of art collectibles | $ | $ 19,120 | ||||||
Total service fee | $ | $ 27,678 | ||||||
Business acquisition ownership percentage | 100.00% | 100.00% | |||||
NFTL [Member] | |||||||
Ownership acquired | 51.00% | ||||||
Common stock issued in exchange | 2,350,229 | ||||||
Software operating and maintenance service term | 2 years |
NET (LOSS) INCOME PER SHARE (De
NET (LOSS) INCOME PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
NET LOSS PER SHARE | ||
Segment loss | $ (25,149,399) | $ 467,725 |
Weighted average common shares outstanding - Basic | 340,488,988 | 333,910,484 |
Weighted average common shares outstanding - Diluted | 340,488,988 | 333,910,484 |
Net (loss) income per share - Basic | $ (0.07) | $ 0 |
Net (loss) income per share - Diluted | $ (0.07) | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income (loss) before income taxes | $ (24,715,142) | $ 461,673 |
United States [Member] | ||
Income (loss) before income taxes | (328,355) | 0 |
Singapore [Member] | ||
Income (loss) before income taxes | (18,552,215) | 0 |
British Virgin Islands [Member] | ||
Income (loss) before income taxes | (6,939,313) | 0 |
HongKongTax [Member] | ||
Income (loss) before income taxes | $ 1,104,741 | $ 461,673 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Current income tax expense | $ 0 | $ 0 |
Foregin current income tax | 434,257 | 0 |
Deferred local income tax | 0 | 0 |
Deferred foreign income tax | 0 | (6,052) |
Income tax expense (benefit) | $ 434,257 | $ (6,052) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense | $ 434,257 | $ 0 |
Republic Of Singapore [Member] | ||
Income before income taxes | $ (18,552,215) | 0 |
Statutory income tax rate | 17.00% | |
Income tax expense at statutory rate | $ (3,153,877) | 0 |
Net operating loss | 3,153,877 | 0 |
Income tax expense | $ 0 | $ 0 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense | $ 434,257 | $ 0 |
Hong Kong Profits Tax [Member] | ||
Income before income taxes | $ 1,104,741 | $ 461,836 |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ 182,282 | $ 76,203 |
Tax effect from non-deductible items | 270,371 | 0 |
Tax effect of non-taxable items | (38,582) | (82,255) |
Net operating loss | 20,186 | 0 |
Income tax expense | $ 434,257 | $ (6,052) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards, from - US tax regime | $ 68,955 | $ 0 |
Net operating loss carryforwards, from - Singapore tax regime | 3,153,877 | 0 |
Net operating loss carryforwards, from - Hong Kong tax regime | 20,186 | 190,595 |
Less: valuation allowance | (3,243,018) | (190,595) |
Deferred tax assets, net | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
U.S. corporate tax rate minimum | 21.00% |
U.S. corporate tax rate maximum | 35.00% |
Republic Of Singapore [Member] | |
Effective tax rate | 17.00% |
Cumulative net operating losses carryforward to offset future taxable income | $ 18,552,215 |
Deferred tax assets valuation allowance | $ 3,153,877 |
Hong Kong Profits Tax [Member] | Minimum [Member] | |
Effective tax rate | 8.25% |
Hong Kong Profits Tax [Member] | Maximum [Member] | |
Effective tax rate | 16.50% |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PENSION COSTS | ||
Pension contributions from the company | $ 29,760 | $ 35,973 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2021HKD ($)integershares | |
Management fee | $ 1,800,000 | ||
Technical service fee | 1,200,000 | ||
Stock-based compensation | $ 25,290,203 | $ 0 | |
Average price of stock issue | $ / shares | $ 4 | ||
Mr Lee [Member] | |||
Price of art collectibles | $ 1,334,710 | ||
Set of art collectibles | integer | 55 | ||
Common stock issued for transacation, shares | shares | 180,855 | ||
Fixed service fee | $ 2,000,000 | ||
Digital assets payable term | 4 years | ||
Mr Tan [Member] | |||
Stock-based compensation | $ 941,176 | ||
Common stock to be issued | shares | 235,294 | ||
Average price of stock issue | $ / shares | $ 4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
lowest traded price | 88.00% |
Investor for investment | $ 30,000,000 |
Equity Purchase Agreement description | Investor agreed to invest up to Thirty Million Dollars ($30,000,000) over a 36-month period in accordance with the terms and conditions of that certain Equity Purchase Agreement |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Feb. 10, 2022$ / sharesshares |
Issuance of new stock | shares | 153,060 |
Valuation of new stock issued | $ / shares | $ 4 |
Acquisition of issued and outstanding securities | 80.00% |